Topaz Marine S.A. announces the expiration of its Offer to Purchase for cash any and all of its outstanding $350,000,000 8.625% Senior Notes due 2018
24 July 2017July 24, 2017 – Topaz Marine S.A. (the “Offeror”), a subsidiary of Topaz Energy and Marine Limited (the “Company”), announces today the expiration of its offer to purchase for cash (the “Tender Offer”) any and all of its outstanding $350,000,000 8.625% Senior Notes due 2018 (the “Notes”) that commenced on July 12, 2017. The Tender Offer expired at 5:00 p.m., New York time, on July 21, 2017 (the “Expiration Deadline”).
The terms and conditions of the Tender Offer are set out in the offer to purchase dated July 12, 2017 (the “Offer to Purchase”) and the related Notice of Guaranteed Delivery prepared in connection with the Tender Offer.
Capitalized terms used in this announcement but not otherwise defined have the meanings given to them in the Offer to Purchase.
As per information provided by the Tender Agent, $256,761,000 aggregate principal amount of the Notes were validly tendered at or prior to the Expiration Deadline and not validly withdrawn.
The following table sets forth the results of the Tender Offer:
| Description of the Notes | $350,000,000 8.625% Senior Notes due 2018 |
| CUSIP/ISIN/Common code for Regulation S Notes | L90608 AA5 / USL90608AA56 / 098714464 |
| CUSIP/ISIN for Rule 144A Notes | 890542 AA1 / US890542AA15 |
| Outstanding Principal Amount before Tender Offer | $350,000,000 |
| Principal Amount Tendered | $256,761,000 |
| Purchase Price | $1,044 per $1,000 in principal amount |
The date on which all payments will be made for Notes tendered prior to the Expiration Deadline (including Notes delivered in accordance with guaranteed delivery procedures) is expected to be July 26, 2017 (the “Settlement Date”). The Tender Offer is subject to customary conditions as set forth in the Offer to Purchase, any and all of which may be waived by the Offeror in its sole discretion. The Offeror expects the Financing Condition and the General Conditions will be satisfied and the indenture governing the Notes will be satisfied and discharged on the Settlement Date.
In addition, the Holders whose Notes are purchased pursuant to the Tender Offer will receive a cash payment representing the accrued and unpaid interest on their purchased Notes from the last applicable interest payment date for such Notes to, but excluding the Settlement Date.
The Offeror intends to redeem all of the Notes that remain outstanding subsequent to the Settlement Date pursuant to the terms of the Indenture at a price equal to 104.3125% of their principal amount, plus accrued and unpaid interest up to, but not including, the date of redemption. Redemption of the remaining outstanding Notes is expected to occur on August 11, 2017, subject to satisfaction or waiver by the Offeror of the conditions thereto.
The Dealer Managers are: Goldman Sachs International, Peterborough Court, 133 Fleet Street, London EC4A 2BB United Kingdom; Attention: Liability Management Group, Tel: +44 (0)20 7774 9862, Email: mailto:[email protected]; HSBC Bank plc, 8 Canada Square London, E14 5HQ, United Kingdom, Attention: Liability Management Team, Tel: +44 207 992 6237, Email: [email protected]; and Standard Chartered Bank, 1 Basinghall Avenue, London EC2V 5DD, United Kingdom, Attention: Liability Management Group, Tel: +44 207 885 5739, Email: [email protected].
The Tender Agent is: Lucid Issuer Services Limited, Tankerton Works, 12 Argyle Walk, London WC1H 8HA, Telephone: +44 20 7704 0880, Email: [email protected], Attn: Arlind Bytyqi / Alexander Yangaev.
Copies of the Offer to Purchase (including the related Notice of Guaranteed Delivery contained therein) are available at the following web address:www.lucid-is.com/topaz
Disclaimer
This announcement is not an offer to purchase, a solicitation of an offer to purchase or a solicitation of consents with respect to any securities. This announcement does not describe all the material terms of the Tender Offer and no decision should be made by any Holder on the basis of this announcement. The complete terms and conditions of the Tender Offer are described in the Offer to Purchase. This announcement must be read in conjunction with the Offer to Purchase. The Offer to Purchase contains important information which should be read carefully before any decision is made with respect to the Tender Offer. If any Holder is in any doubt as to the contents of this announcement, or the Offer to Purchase, or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal 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 tender such Notes pursuant to the Tender Offer.
This press release constitutes a public disclosure of inside information Topaz Marine S.A. under Regulation (EU) 596/2014 (16 April 2014). This notification was made by Morten W. Jorgensen, Head of Strategy and Corporate Planning of Topaz Marine S.A. at 9:00 a.m. (London time) on July 24, 2017.
Offer and Distribution Restrictions
Neither this announcement nor the Offer to Purchase constitutes an invitation to participate in the Tender Offer in any jurisdiction in which, or to any person to or from whom, it is unlawful to make such invitation or for there to be such participation under applicable securities laws. The distribution of this announcement and the Offer to Purchase in certain jurisdictions may be restricted by law. Persons into whose possession this announcement or the Offer to Purchase come are required by each of the Offeror, the Dealer Managers and the Tender Agent to inform themselves about, and to observe, any such restrictions.