Puma Energy - Consent Solicitation - Launch

Puma Energy Announces Consent Solicitation Relating to its Outstanding 2026 Notes - XS1751117604 - XS1751189348

25 MAY 2023

Full announcement, including disclaimers and offer restrictions available via Luxse

"May 25, 2023 – Puma International Financing S.A. (“Issuer”) today announced that it will solicit consents (the “Solicitation”) from holders of its US$750,000,000 5.00% U.S. dollar-denominated Senior Notes due 2026 (the “2026 Notes”) to make certain amendments (the “Proposed Amendments”) to the provisions of the indenture dated January 24, 2018 governing the 2026 Notes (the “Indenture”)."

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"Background to the Solicitation

On March 14, 2022, Puma Energy Holdings Pte. Ltd. (the “Company”), announced that it had agreed to sell a significant part of the Puma Energy group’s (the “Group”) infrastructure and storage business to the Impala Terminals Group (the “Infrastructure and Storage Transaction”). The main completion of the Infrastructure and Storage Transaction, which represents a key milestone in the Group’s strategic realignment, was subsequently announced on October 31, 2022. This main completion resulted in the disposition of 19 of the Group’s infrastructure and storage assets in 10 countries (including its UK operations) for US$894 million of gross sales proceeds (and approximately US$725 million of net cash proceeds after taking into account transaction costs and the settlement, as part of divestment closing mechanics, of a loan related to the deconsolidation of the UK operations that were sold). The Group remains a long-term customer of the infrastructure and storage business sold and retains a network of smaller terminals and storage facilities that directly support its downstream business.

The Group has already applied a significant portion of the net proceeds from the main completion of the Infrastructure and Storage Transaction towards deleveraging, including towards the repayment in full of the Delta Lloyd Facility and towards reductions in both its senior bank debt and operating company debt. These steps represent a continuation of the Group’s focus in recent years on rationalizing its balance sheet, and in large part contributed to a US$385 million reduction in the Group’s gross debt in the most recent fiscal year, from US$1,946 million as at December 31, 2021 to US$1,561 million as at December 31, 2022. At present, there are approximately US$410 million of net proceeds from the main completion of the Infrastructure and Storage Transaction that remain to be deployed towards uses permitted under the Indenture’s “Asset Sale” covenant, which net proceeds are presently being held in short-term deposits on which interest received roughly matches the Group’s actual cost of debt. In addition, the Company currently expects that certain infrastructure and storage assets in El Salvador (but not presently in other jurisdictions) will also be sold as part of a subsequent completion of the Infrastructure and Storage Transaction in the second quarter of 2023 for gross sale proceeds of approximately US$21.0 million, subject to a number of material commercial and regulatory approvals."

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