THIS ANNOUNCEMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. NOT FOR DISTRIBUTION IN OR INTO OR TO ANY PERSON LOCATED OR RESIDENT IN ANY JURISDICTION WHERE IT IS UNLAWFUL TO DISTRIBUTE THIS DOCUMENT.
Petrofac Limited Announces an Offer to Purchase Notes for Cash Using a Modified "Dutch Auction" Procedure
Petrofac Limited (the "Issuer") has today commenced an offer to holders of the notes listed in the table below (the "Notes") to tender any such Notes (the "Tender Offer"), with the maximum aggregate principal amount of Notes the Issuer will accept in the Tender Offer being US$100,000,000 (subject to increase or decrease at the Issuer's sole and absolute discretion, the "Tender Cap"), using a modified "Dutch Auction" procedure and subject to applicable offer and distribution restrictions.
The Tender Offer is being made on the terms and subject to the conditions and restrictions set out in an offer to purchase dated April 11, 2016 (the "Offer to Purchase").
Holders are advised to carefully read the Offer to Purchase for full details of, and information on the procedures for participating in, the Tender Offer. Capitalized terms used and not otherwise defined in this announcement have the meanings given to them in the Offer to Purchase.
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|
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Aggregate
Principal
Amount
Outstanding
|
Early
Participation
Amount(1)
|
Acceptable Bid Price Range
for Total Consideration(1)
|
$750,000,000 3.400% Senior Notes due 2018 issued by the Issuer and irrevocably guaranteed by the Guarantors (the
Notes") |
G7052T AC5 (Reg S) 716473 AC7 (Rule 144A) / USG7052TAC56 (Reg S) US716473AC70 (Rule 144A) |
US$750,000,000 |
US$30 |
US$940 - US$980 |
(1) Per US$1,000 principal amount of Notes validly tendered prior to the Early Participation Deadline and accepted for purchase by use. The Total Consideration includes the Early Participation Amount.
The Issuer reserves the right, in its sole and absolute discretion, to extend, withdraw, terminate or amend the terms and conditions of the Tender Offer, including, but not limited to, increasing or decreasing the Tender Cap, at any time following the announcement of the Tender Offer until the Expiration Deadline, as described in the Offer to Purchase under the heading "The Tender Offer- Extensions, Amendments and Termination." Details of any such extension, amendment, withdrawal or termination will be notified to the holders as soon as possible after such decision.
A tender of Notes may only be made by the submission of a valid Tender Instruction (as defined below). The acceptance of Notes for purchase pursuant to the Tender Offer is subject to the satisfaction of certain conditions set out in the Offer to Purchase under the heading "The Tender Offer-Conditions to the Tender Offer."
Purpose of the Tender Offer and Source of Funds
The purpose of the Tender Offer is to reduce the interest expense and the overall indebtedness of the Petrofac group. We intend to pay for the Notes we purchase in the Tender Offer with cash on hand. See "The Tender Offer-Purpose of the Tender Offer and Source of Funds" in the Offer to Purchase.
Bid Price and modified "Dutch Auction"
The Tender Offer is being conducted, and the Clearing Price will be determined, pursuant to a modified "Dutch Auction." This means that if you elect to participate in the Tender Offer prior to the Early Participation Deadline, you must specify the minimum Total Consideration (your "Bid Price") you would be willing to receive in exchange for each US$1,000 principal amount of Notes you choose to tender in the Tender Offer. The Bid Price that you specify for each US$1,000 principal amount of Notes must be in increments of US$1.00. If any Bid Price is not submitted in a whole increment of US$1.00, such Bid Price will be rounded down to the nearest US$1.00 increment. The Bid Price you specify must be within a range between US$940 and US$980 per US$1,000 principal amount of Notes (the "Acceptable Bid Price Range"). Tenders of Notes above the Acceptable Bid Price Range will not be accepted and will not be used for purposes of calculating the Total Consideration. Any holders who tender Notes prior to the Early Participation Deadline without specifying a Bid Price will be deemed to have specified US$940 per US$1,000 principal amount of Notes and to accept the Clearing Price determined by us in accordance with the terms of the Tender Offer.
Any Bid Price specified by a tendering holder with respect to Notes validly tendered after the Early Participation Deadline and prior to the Expiration Deadline shall not be used for the purposes of calculating the Clearing Price, and holders who so tender at or below the Clearing Price shall be deemed to have tendered with a Bid Price equal to the Clearing Price and shall be eligible to receive only the Tender Offer Consideration (and will not be eligible to receive the Early Participation Amount) pursuant to the Tender Offer, subject to proration as described below. We will not accept any Notes tendered with a Bid Price in excess of the Clearing Price.
Under the modified "Dutch Auction" procedure, if we accept Notes in the Tender Offer, we will accept Notes validly tendered in the Tender Offer (and not withdrawn) prior to the Early Participation Deadline in the order of the lowest to the highest Bid Prices specified or deemed to have been specified by tendering holders, and will select the single lowest Bid Price (the "Clearing Price") so specified for all tenders of Notes prior to the Early Participation Deadline that will enable us to purchase an amount of Notes up to the Tender Cap (or, if the amount of Notes validly tendered in the Tender Offer (and not withdrawn) at or prior to the Early Participation Deadline is less than the Tender Cap, then all Notes so tendered and not withdrawn) and within the Acceptable Bid Price Range. The Clearing Price will be determined promptly following the Early Participation Deadline. We will pay the same price for all Notes validly tendered at or below the Clearing Price and accepted for purchase by us in the Tender Offer, except that the price paid for Notes validly tendered after the Early Participation Deadline but at or prior to the Expiration Deadline and accepted for purchase by us (if any) will be reduced by the Early Participation Amount.
Tender Offer Period
The Tender Offer commences on April 11, 2016 and will end at 11.59 p.m., New York City time, on May 6, 2016, (the "Expiration Deadline"), unless extended by the Issuer, in which case notification to that effect will be given by or on behalf of the Issuer by way of the issue of a press release to one or more Notifying News Service(s), via RNS and by issuing a release on the Irish Stock Exchange.
Holders wishing to participate in the Tender Offer must deliver, or arrange to have delivered on their behalf, a valid Tender Instruction that is received by the Tender Agent by the Expiration Deadline.
Accrued Interest
Holders who validly tender Notes that are accepted for payment pursuant to the Tender Offer will receive Accrued Interest. For the avoidance of doubt, Accrued Interest in respect of the Notes that is payable on the Early Payment Date or the Final Payment Date, as the case may be, shall be accrued and unpaid interest from (and including) the interest payment date scheduled for April 10, 2016 to but excluding the Early Payment Date or the Final Payment Date, as the case may be. See the Offer to Purchase under the heading "The Tender Offer-Acceptance of Notes for Payment; Accrual of Interest".
Early Participation Amount
Each holder who validly tenders its Notes by 5:00 p.m., New York City time, on April 22, 2016, unless extended, (the "Early Participation Deadline") and whose Notes are accepted for purchase by the Issuer, will receive an early participation amount equal to US$30 for each US$1,000 principal amount of Notes accepted for purchase (the "Early Participation Amount") which is included in the Total Consideration.
Holders who validly tender their securities after the Early Participation Deadline but prior to the Expiration Deadline will not receive the Withdrawal Deadline (as defined below) or the Early Participation Amount.
Tender Cap
We reserve the right, but are not obligated, to increase or decrease the Tender Cap in our sole and absolute discretion without extending the Early Participation Deadline. If we increase or decrease the Tender Cap, we will promptly announce such increase or decrease by way of the issue of a press release to one or more Notifying News Service(s), via RNS, and by issuing a release on the Irish Stock Exchange. If the Tender Cap is increased or decreased and there are fewer than ten (10) Business Days from and including the date of such announcement to the scheduled Expiration Deadline, we will extend the Tender Offer, so that at least ten (10) Business Days remain until the Expiration Deadline. In addition, we may increase or decrease the Tender Cap in our sole and absolute discretion without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights.
Notes not tendered and purchased in the Tender Offer will remain outstanding. The terms and conditions governing the Notes, including the covenants and other protective provisions contained in the Notes, will remain unchanged.
Proration
In the event that the amount of Notes validly tendered (and not withdrawn) at or prior to the Early Participation Deadline with a Bid Price equal to or below the Clearing Price exceeds the Tender Cap then, subject to the terms and conditions of the Tender Offer, we will accept for purchase, first, all such Notes validly tendered (and not withdrawn) with a Bid Price below the Clearing Price and, second, we will accept for payment such Notes that are validly tendered (and not withdrawn) with a Bid Price equal to the Clearing Price on a pro rata basis from among such tendered Notes according to the principal amount of such tendered Notes, such that we purchase an aggregate amount of Notes up to the Tender Cap. If at the Early Participation Deadline the amount of Notes validly tendered (and not withdrawn) equals or exceeds the Tender Cap, no additional Notes tendered by holders after the Early Participation Deadline will be accepted unless the Issuer elects, in its sole discretion, to increase or decrease the Tender Cap to allow for the purchase of such Notes.
In all cases where Notes are subject to proration, we will round down to the nearest US$1,000 to avoid purchases of Notes in a principal amount less than integral multiples of US$1,000. Depending on the amount tendered and the proration factor applied, if the principal amount of Notes returned to the holder as a result of proration would result in less than the Minimum Denomination being returned to such holder, we will purchase all of such holder's validly tendered Notes. In no event shall the minimum principal amount returned to any holder after the application of the proration be less than US$2,000. Notwithstanding any proration, Tender Instructions will only be accepted in denominations of US$2,000 and integral multiples of US$1,000 in excess thereof. See the Offer to Purchase under the headings "The Tender Offer - Terms of the Tender Offer - Tender Offer; Tender Cap; Total Consideration and Early Participation Amount; Modified Dutch Auction Procedure".
All Notes not accepted as a result of proration and all tenders of Notes with a Bid Price in excess of the Clearing Price will be rejected from the Tender Offer and returned to holders at our expense.
Withdrawal Rights
Notes tendered may be withdrawn by holders any time prior to 5:00 p.m., New York City time, on April 22, 2016, unless extended by us (the "Withdrawal Deadline"), but not thereafter, in each case, by delivering a written notice of withdrawal, or a facsimile of one, with the required information (as set forth in the Offer to Purchase under the heading "Procedures for Tendering Notes-Withdrawal of Tenders") to the Information and Tender Agent prior to the Withdrawal Deadline. Holders of Notes who tender their Notes after the Withdrawal Deadline may not withdraw their tendered Notes. We may increase or decrease the Tender Cap without extending the Withdrawal Deadline or otherwise reinstating withdrawal rights. Tendered Notes may only be withdrawn in authorized denominations and Notes that remain tendered must be equal to the applicable Minimum Denomination and in authorized denominations in excess thereof.
Initiation of Board review
Following recent allegations in the media, the Issuer has launched an internal investigation into such media reports alleging a breach of the Group's Code of Conduct. We have appointed Freshfields Bruckhaus Deringer LLP and KPMG LLP to assist us in conducting a full investigation, the findings of which will be reported directly to the Petrofac Limited Board. The executive management team has not identified any evidence of wrongdoing to date. We take any allegations of activities that may contravene our strict anti-bribery and corruption standards very seriously. We aspire to the highest standards of ethical behaviour and we are determined to investigate these allegations to the fullest extent possible.
Expected Timetable
This is an indicative timetable showing one possible outcome for the timing of the Tender Offer based on the dates in this announcement. This timetable is subject to change and dates and times may be extended or amended by the Issuer in accordance with the terms of the Tender Offer as described in this announcement. Accordingly, the actual timetable may differ significantly from the timetable below.
Time and Date |
Event |
April 11, 2016. |
Commencement of the Tender Offer Tender Offer announced by way of the issue of a press release to one or more Notifying News Service(s), via RNS and by issuing a release on the Irish Stock Exchange plc (the "Irish Stock Exchange"). Offer to Purchase available from the Dealer Manager and the Information and Tender Agent. |
5:00 p.m., New York City time, on April 22, 2016, unless extended. |
Early Participation Deadline and Withdrawal Deadline The last chance for you to tender Notes to qualify for the payment of the Total Consideration, which includes the Early Participation Amount, on the Early Payment Date, and the last chance for you to withdraw Tender Instructions tendered, subject to limited exceptions. |
April 25, 2016. |
Announcement of Early Participation Results and Clearing Price Announcement of the Issuer's decision as to whether to accept valid Tender Instructions received prior to the Early Participation Deadline as well as the Clearing Price distributed by way of the issue of a press release to one or more Notifying News Service(s), via RNS and by issuing a release on the Irish Stock Exchange. |
The Early Payment Date shall occur after the Early Participation Deadline and is expected to be on or about
April 26, 2016. |
Early Payment Date If the Issuer elects to have an Early Repayment Date, the date we will deposit with the Clearing Systems the amount of cash necessary to pay to each holder of Notes tendered before the Early Participation Deadline that are accepted for purchase by us, which is the Total Consideration (which includes the Early Participation Amount) plus Accrued Interest in respect of such Notes. The Issuer has no obligation to pay interest by reason of any delay by the Clearing Systems in making payment to holders of Notes that are accepted for purchase by us. |
11:59 p.m., New York City time, on May 6, 2016, unless extended. |
Expiration Deadline The last chance for you to tender Notes to qualify for the payment of the Tender Offer Consideration on the Final Payment Date, which does not include the Early Participation Amount. |
May 9, 2016. |
Announcement of Result of Tender Offer Announcement of the Issuer's decision as to whether to accept valid tenders of Notes tendered after the Early Participation Deadline but before the Expiration Deadline distributed by way of the issue of a press release to one or more Notifying News Service(s), via RNS and by issuing a release on the Irish Stock Exchange. The Issuer will not be obliged to make an announcement if it chooses to purchase an amount of Notes up to the Tender Cap on the Early Payment Date. |
The Final Payment Date shall occur after the Expiration Deadline and is expected to be on or about May 10, 2016. |
Final Payment Date The date we will deposit with the Clearing Systems the amount of cash necessary to pay to each holder of Notes tendered after the Early Participation Deadline but before the Expiration Deadline that are accepted for purchase by us, which is the Tender Offer Consideration (which does not include the Early Participation Amount) plus Accrued Interest in respect of such Notes. The Issuer has no obligation to pay interest by reason of any delay by the Clearing Systems in making payment to holders of Notes that are accepted for purchase by us. The Issuer will not be obliged to make any such deposits if it chooses to purchase an amount of Notes up to the Tender Cap on the Early Payment Date. |
Holders are advised to check with any Intermediary through which they hold Notes when such Intermediary would require to receive instructions from a holder in order for it to tender, or withdraw, Notes on behalf of the holder before the deadlines specified in this announcement. Please refer to any materials forwarded to you by your Intermediary to determine how you can timely instruct such Intermediary to take these actions. You should ask your Intermediary if you will be charged a fee to tender your Notes through such Intermediary. The deadlines set by any such Intermediary and each Clearing System for the submission of Tender Instructions will be earlier than the relevant deadlines specified in this announcement.
For Further Information
A complete description of the terms and conditions of the Tender Offer is set out in the Offer to Purchase. Further details about the transaction can be obtained from:
The Dealer Manager
Barclays Bank PLC
5 The North Colonnade
Canary Wharf
London, E14 4BB
United Kingdom
Telephone: +44 203 134 8515
United States: +1 (212) 528-7581
Collect: +1 (800) 438-3242
Attention: Liability Management Group
Email: [email protected]
The Information and Tender Agent
D.F. King & Co., Inc
48 Wall Street, 22nd Floor
New York, New York 10005
Telephone: +1 (212) 269-5550
Toll Free Number: +1 (877) 478-5039
Email: [email protected]
A copy of the Offer to Purchase is available to eligible persons upon request from the Information and Tender Agent.
DISCLAIMER
This announcement must be read in conjunction with the Offer to Purchase. No offer or invitation to acquire or exchange any securities is being made pursuant to this announcement. This announcement and the Offer to Purchase contain important information, which must be read carefully before any decision is made with respect to the Tender Offer. If any holder is in any doubt as to the action it should take, it is recommended to seek its own legal, tax and financial advice, including as to any tax consequences, from its stockbroker, bank manager, lawyer, accountant or other independent financial adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to participate in the Tender Offer. None of the Issuer, the Dealer Manager or the Tender Agent (or any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons) makes any recommendation as to whether holders should participate in the Tender Offer.
General
Neither this announcement, the Offer to Purchase nor the electronic transmission thereof constitutes an offer to buy or the solicitation of an offer to sell Notes (and tenders of Notes for purchase pursuant to the Tender Offer will not be accepted from holders) in any circumstances in which such offer or solicitation is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and the Dealer Manager or any of its affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by the Dealer Manager or such affiliate, as the case may be, on behalf of the Issuer in such jurisdiction.
In addition, each holder participating in the Tender Offer will be deemed to give certain representations in respect of the jurisdictions referred to above and generally as set out in the Offer to Purchase under the heading "Procedures for Tendering Notes." Any tender of Notes for purchase pursuant to the Tender Offer from a holder that is unable to make these representations will not be accepted.
Each of the Issuer, the Guarantors, the Dealer Manager and the Information and Tender Agent reserves the right, in its sole and absolute discretion, to investigate, in relation to any tender of Notes for purchase pursuant to the Tender Offer, whether any such representation given by a holder is correct and, if such investigation is undertaken and as a result the Issuer determines (for any reason) that such representation is not correct, such tender or submission may be rejected.
United Kingdom
The communication of this announcement, the Offer to Purchase and any other documents or materials relating to the Tender Offer is not being made, and such documents and/or materials have not been approved, by an authorized person for the purposes of section 21 of the Financial Services and Markets Act 2000. Accordingly, such documents and/or materials are not being distributed to, and must not be passed on to, the general public in the United Kingdom. The communication of such documents and/or materials as a financial promotion is only being made to those persons in the United Kingdom falling within the definition of investment professionals (as defined in Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the "Financial Promotion Order")) or persons who are within Article 43(2) of the Financial Promotion Order or any other persons to whom it may otherwise lawfully be made under the Financial Promotion Order (such persons together being the "Relevant Persons"). The Tender Offer is only available to Relevant Persons and the transactions contemplated in the Offer to Purchase will be available only to, or engaged in only with, Relevant Persons, and this financial promotion must not be relied or acted upon by persons other than Relevant Persons.
France
The Tender Offer is not being made, directly or indirectly, to the public in the Republic of France ("France"). Neither this announcement, the Offer to Purchase nor any other documents or materials relating to the Tender Offer have been or shall be distributed to the public in France and only (i) providers of investment services relating to portfolio management for the account of third parties (personnes fournissant le service d'investissement de gestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés) acting for their own account (other than individuals), all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 of the French Code Monétaire et Financier, are eligible to participate in the Tender Offer. The Offer to Purchase and any other document or material relating to the Tender Offer have not been and will not be submitted for clearance to nor approved by the Autorité des marchés financiers.
