Cleary Gottlieb represented Credit Suisse Securities (USA) LLC and Morgan Stanley & Co. LLC, acting as financial advisors, and a syndicate of lenders led by Credit Suisse AG, Cayman Islands Branch, as global coordinator, in connection with an exchange offer by, and a syndicate bank loan to, Trinidad Petroleum Holdings Limited, the state-owned oil company of the Republic of Trinidad and Tobago (TPHL).
TPHL offered to exchange its outstanding 9.75% notes due 2019 and 6.00% notes due 2022, for newly issued 9.75% senior secured notes due 2026. In connection with the exchange offer, TPHL solicited consents from the eligible holders of the existing notes to certain proposed amendments to the indentures governing the existing notes to eliminate substantially all of the restrictive covenants and certain events of default and related provisions therein.
The exchange offer launched on April 15, 2019, expired on June 21, 2019, and settled on June 28, 2019. A total of 52.35% of the notes due 2019 and 66.82% of the notes due 2022 were accepted for exchange under the exchange offer and consent solicitation.
To provide TPHL with funds to permanently repay, at maturity, the notes due 2019 that remained outstanding after the exchange offer and to permanently repay the Government of Trinidad and Tobago for certain advances made to TPHL’s subsidiary in connection with the closing of its refinery, including termination payments to employees in November 2018, TPHL entered into a senior secured term loan facility on June 18, 2019. The term loan facility contemplates a syndicated amortizing term facility, with multiple tranches in an aggregate principal amount not to exceed $603 million, with tranches maturing three years and seven years following the funding date.
The new notes and the term loan facility are secured by substantially all of the property of TPHL and its subsidiaries (including offshore oil and gas receivables generated by Heritage Petroleum Company Limited, TPHL’s exploration and production subsidiary), other than oil reserves.