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Puma International Financing S.A. - Tender Offer 2024 (XS) - Max. Tender Amount

PUMA INTERNATIONAL FINANCING S.A. ANNOUNCES THE MAXIMUM TENDER AMOUNT WITH RESPECT TO THE CASH TENDER OFFER FOR THE OUTSTANDING 5.000% SENIOR NOTES DUE 2026 (ISINs / COMMON CODES: XS1751117604 / 175111760 XS1751189348 / 175118934)

19 APRIL 2024


Full announcement, including disclaimers and offer restrictions available via Luxse

Scroll below for information on previous Offers relating to this Issuer


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"The Tender Offer is being made by the Issuer in connection with the concurrent offering by the Issuer of U.S. dollar denominated senior notes (the “New Notes”), which will be guaranteed by Puma Energy Holdings Pte. Ltd. (the “Company”).


The Issuer announces today that, following the pricing of the New Notes, the Maximum Tender Amount in respect of the Tender Offer is $500 million in aggregate principal amount of the Existing Notes.


Holders of Existing Notes that are validly tendered at or prior to Early Tender Deadline (being 5:00 pm Central European Summer Time (“CEST”) on April 24, 2024) and accepted for purchase will receive an aggregate consideration of $990 per $1,000 principal amount of Existing Notes (the “Total Early Tender Offer Consideration”), which comprises consideration of $940 per $1,000 principal amount of Existing Notes (“Tender Offer Consideration”) plus the Early Tender Payment of $50 per $1,000 principal amount of the Existing Notes accepted for purchase pursuant to the Tender Offer.


Holders of Existing Notes that are validly tendered after the Early Tender Deadline but at or prior to the Expiration Deadline and accepted for purchase will receive only the Tender Offer Consideration, which does not include the Early Tender Payment.


Holders of the Existing Notes who tender their Existing Notes may not withdraw such Existing Notes prior to the Expiration Deadline.


Existing Notes may be subject to proration if the aggregate principal amount of Existing Notes validly tendered exceeds the Maximum Tender Amount. In the event any tendered Existing Notes are not accepted for purchase due to proration, they will be returned or credited to the Holder’s account on the relevant Settlement Date."


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PUMA INTERNATIONAL FINANCING S.A. ANNOUNCES OFFER TO PURCHASE FOR CASH UP TO THE MAXIMUM TENDER AMOUNT (AS DEFINED BELOW) IN AGGREGATE PRINCIPAL AMOUNT OF THE OUTSTANDING 5.000% SENIOR NOTES DUE 2026 - XS1751117604 - XS1751189348

11 APRIL 2024


Full announcement, including disclaimers and offer restrictions available via Luxse

Scroll below for information on previous Offers relating to this Issuer


Puma International Financing S.A. (the “Issuer”) hereby announces that it has commenced a cash tender offer (the “Tender Offer”) for up to an aggregate principal amount of its 5.000% Senior Notes due 2026 (“Existing Notes”) that can be accepted for purchase from holders, which is expected to be equal to the aggregate principal amount of New Notes (as defined below) priced pursuant to the Proposed New Notes Offering (as defined below) (which amount, subject to applicable law, may be increased or decreased in the sole discretion of the Issuer (such amount, as the same may be increased or decreased, the “Maximum Tender Amount”)) upon the terms and subject to the conditions set forth in a separately published offer to purchase (the “Offer to Purchase”) dated as of the date hereof (the “Tender Offer”), which is available, subject to registration and eligibility confirmation, on the tender offer website https://projects.morrowsodali.com/pumaenergy. The Existing Notes are issued by the Issuer and guaranteed by Puma Energy Holdings Pte. Ltd. (the “Company”). Capitalized terms used herein but not otherwise defined are as set forth in the Offer to Purchase.

The following table sets forth certain information relating to pricing for the Tender Offer.



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PUMA INTERNATIONAL FINANCING S.A. ANNOUNCES NOTES OFFER RESULTS


16 AUGUST 2023


Full announcement, including disclaimers and offer restrictions available via Luxse


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"The Notes Offer expired at 4:00 pm London time on August 15, 2023 (the “Notes Offer Deadline”). As at the Notes Offer Deadline, an aggregate principal amount of the 2024 Notes and the 2024 Euro PP Notes equal to U.S.$425,005,000 and €33,333,333.40, respectively, had been validly tendered and not validly withdrawn.


The Euro to U.S. dollar exchange rate used for the purposes of calculating the Aggregate Purchase Price at the Notes Offer Deadline was 1.0941, as indicated on the Bloomberg screen page “FXIP” under the heading “FX Rate vs. USD”.


As the Aggregate Purchase Price that would result if all such validly tendered Notes were accepted for purchase would exceed the Maximum Amount of U.S.$410,000,000, the Issuer has, based on the proration mechanics set out in the Offer to Purchase, accepted U.S.$377,468,000 in aggregate principal amount of the validly tendered 2024 Notes and €29,615,166.71 in aggregate principal amount of the validly tendered 2024 Euro PP Notes for purchase. This reflects the application of a proration factor of 84.5735% and 88.7588% to the 2024 Notes and 2024 Euro PP Notes, respectively.


If the application of the proration factor, as described in the Offer to Purchase, resulted in a Holder transferring Notes to the Issuer in a principal amount of less than the Minimum Denomination, or Notes in a principal amount of less than the Minimum Denomination being returned to a Holder, the Issuer has, in its sole and absolute discretion, accepted all of such Holder’s validly tendered Notes.


The expected Settlement Date for the Notes Offer is August 18, 2023. The Issuer will also pay Accrued Interest in relation to Notes that are accepted for purchase on the Settlement Date.


All Notes purchased by the Issuer pursuant to the Notes Offer will be cancelled."


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PUMA INTERNATIONAL FINANCING S.A. ANNOUNCES U.S.$410,000,000 NOTES OFFER


18 JULY 2023


Full announcement, including disclaimers and offer restrictions available via Luxse


"Puma International Financing S.A. (“Issuer”) announces today that it is offering to purchase (the “Notes Offer”) its 5.125% U.S. dollar-denominated Senior Notes due 2024 (Common Codes: 169681066 (Reg S) and 169681074 (144A); ISINs: XS1696810669 (Reg S) and XS1696810743 (144A)) (the “2024 Notes”) and its 2.650% Euro-denominated Amortizing Senior Notes due 2024 (Common Code: 112832416 (Reg S); ISIN: XS1128324164 (Reg S)) (the “2024 Euro PP Notes” and, together with the 2024 Notes, the “Notes”), on the terms and subject to the conditions of the offer to purchase dated July 18, 2023 (the “Offer to Purchase”) which is available, subject to eligibility and registration, on the offer website (the “Offer Website”): https://projects.morrowsodali.com/pumaenergy, for consideration, in the case of the 2024 Notes, of U.S.$1,000 for each U.S.$1,000 principal amount, and in the case of the 2024 Euro PP Notes, of €1,000 per €1,000 principal amount (the “Notes Offer Consideration”) that results in an Aggregate Purchase Price (as defined below) up to but no greater than U.S.$410,000,000 (such amount in U.S. dollar terms, as it may be increased or modified as described in this Offer to Purchase, the “Maximum Amount”). The term “Aggregate Purchase Price” refers to the aggregate amount of Notes Offer Consideration in U.S. dollar terms that Holders (as defined herein) whose Notes are accepted for purchase are entitled to receive pursuant to the Notes Offer (with Notes Offer Consideration in relation to the 2024 Euro PP Notes converted for purposes of this determination into U.S. dollars), excluding Accrued Interest and any Additional Amounts (each as defined below))."


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"Purpose of the Notes Offer


On May 25, 2023, the Issuer launched a consent solicitation (the “Consent Solicitation”) aimed at modifying certain pro rata repayment requirements under the terms of its 2026 Notes in order to permit the Company and/or its restricted subsidiaries to deploy a portion of the net proceeds from the previously-announced sale of the Group’s infrastructure and storage assets to Impala Terminals (the “Infrastructure and Storage Transaction”) towards the repayment, repurchase, prepayment or redemption of the 2024 Notes (and, to the extent required under applicable pro rata requirements in the indenture governing the 2024 Euro PP Notes, the 2024 Euro PP Notes) without being subject to a pro rata offer requirement with respect to the 2026 Notes. The solicited amendments were intended to facilitate a larger deleveraging transaction in which the Issuer’s earlier-maturing 2024 Notes would be repaid, repurchased, prepaid or redeemed in full by no later than December 31, 2023 (the “Intended Deleveraging Transaction”). The required consents to the solicited amendments (the “2026 Notes Amendments”) were subsequently obtained on June 9, 2023, and the 2026 Notes Amendments become operative on June 16, 2023.


Under the terms of the 2026 Notes Amendments, as part of accessing the flexibility provided by the 2026 Notes Amendments, the Company and/or its restricted subsidiaries are required to apply at least US$410 million of the net proceeds from the Infrastructure and Storage Transaction towards the making of a tender offer to the holders of the 2024 Notes (and, to the extent required under applicable pro rata requirements in the indenture governing the 2024 Euro PP Notes, the 2024 Euro PP Notes) pursuant to provisions in the 2024 Notes Indenture (and, if applicable, the 2024 Euro PP Notes Indenture) similar to the (essentially identical) provisions concerning “Notes Offers” or “Asset Sale Offers” in the 2026 Notes Indenture (the “Permitted Tender Offer”). In addition, if a Permitted Tender Offer is consummated, the Company and/or its restricted subsidiaries may be required to ensure that any 2024 Notes that remain outstanding after the consummation of the Permitted Tender Offer are also repaid, repurchased, prepaid and/or redeemed in full by December 31, 2023 (the “Residual Repurchase”). Holders should note, however, that the Company’s and its restricted subsidiaries’ obligation to complete the Residual Repurchase is subject to the non-occurrence of certain force majeure and similar events, and there can be no assurance that any such events will not occur. Accordingly, there can also be no assurance that the Group will complete the Residual Repurchase on the terms described in the Offer to Purchase.


The Notes Offer, which constitutes a “Notes Offer” for purposes of sections 3.09 and 4.10 of the 2024 Notes Indenture and the 2024 Euro PP Notes Indenture and a “Permitted Tender Offer” for purposes of section 4.10(j) of the 2026 Notes Indenture, is accordingly both a transaction that the 2026 Notes Amendments facilitated, and also a requirement to access the flexibility provided by the 2026 Notes Amendments. The Consent Solicitation, the 2026 Notes Amendments, the Notes Offer and the Residual Repurchase are all intended to facilitate the Intended Deleveraging Transaction."



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***PREVIOUS OFFER DETAILED BELOW***


 

Puma Energy Group Announces Consent Payment in Connection with its 2026 Notes Consent Solicitation


15 JUNE 2023


Full announcement, including disclaimers and offer restrictions available via Luxse


"June 15, 2023 – Puma International Financing S.A. (“Issuer”) today announced that the consent payment offered under the consent solicitation statement dated May 25, 2023 (the “Consent Solicitation Statement”), with respect to its US$750,000,000 U.S. dollar-denominated Senior Notes due 2026 (the “2026 Notes”), will be made on June 16, 2023. Capitalized terms used but not defined herein have the meanings set forth in the Issuer’s previous announcement, dated May 25, 2023, in relation to the consent solicitation.


Accordingly, the Proposed Amendments set out in the Consent Solicitation Statement will become operative as of June 16, 2023."


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Puma Energy Group Obtains Required Consents in Connection with its 2026 Notes Consent Solicitation


09 JUNE 2023


Full announcement, including disclaimers and offer restrictions available via Luxse


"June 9, 2023 – Puma International Financing S.A. (“Issuer”) today announced that its previously announced consent solicitation with respect to its US$750,000,000 U.S. dollar-denominated Senior Notes due 2026 (the “2026 Notes”) has been successful and that on June 9, 2023, the Issuer obtained the required consents necessary to effect the amendments (the “Proposed Amendments”) to certain provisions of the indenture governing the 2026 Notes that were set forth in the consent solicitation statement dated May 25, 2023 (the “Consent Solicitation Statement”). Capitalized terms used but not defined herein have the meanings set forth in the Issuer’s previous announcement, dated May 25, 2023, in relation to the consent solicitation.


As the requisite consents from holders of the 2026 Notes have been obtained, a supplemental indenture to give effect to the Proposed Amendments was entered into on June 9, 2023 (the “Effective Time”). Holders of the 2026 Notes are, as such, no longer able to validly revoke their consents. The Issuer intends to make the Consent Payment related to the Proposed Amendments promptly and, upon such payment (which the Issuer currently expects to be made on June 16, 2023), the Proposed Amendments will become operative."


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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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