Topaz Marine S.A. offers to purchase any and all of its outstanding $350,000,000 8.625% Senior Notes due 2018
12 July 2017July 12, 2017 – Topaz Marine S.A. (the “Offeror”), a subsidiary of Topaz Energy and Marine Limited (the “Company”), announced today that it is offering to purchase for cash (the “Tender Offer”) any and all of its outstanding $350,000,000 8.625% senior notes due 2018 (the “Notes”) from holders of the Notes (the “Holders”) on the terms set out below. The Tender Offer will expire at 5:00 p.m., New York time, on July 21, 2017, unless extended or otherwise terminated by the Offeror (the “Expiration Deadline”).
The Tender Offer is being made on the terms and subject to the conditions set out in the offer to purchase dated July 12, 2017 (the “Offer to Purchase”) and is subject to the offer and distribution restrictions set out below. The Offeror reserves the right, in its sole discretion, to waive any and all conditions. Capitalized terms used in this announcement but not otherwise defined have the meanings given to them in the Offer to Purchase.
The table below sets forth certain information relating to the Notes.
| 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 | $350,000,000 |
| Purchase Price | $1,044 per $1,000 in principal amount |
Purpose and Background of the Tender Offer
The Tender Offer is being made as part of the Company and its subsidiaries’ liquidity management and is aimed at optimizing their liquidity position and their cost of debt within the context of a refinancing transaction (the “Refinancing”), in which the Offeror expects to issue, pursuant to a private placement to certain qualified investors and persons outside the United States, on or prior to the Expiration Deadline (the “New Notes Issuance”), new U.S. dollar-denominated senior notes (the “New Notes”) unconditionally and irrevocably guaranteed by the Company and certain of its subsidiaries, on terms and conditions reasonably satisfactory to the Company. Any Notes not tendered pursuant to the Tender Offer will be redeemed with the proceeds from the New Notes. The Tender Offer has been made to provide an opportunity for Holders to have their Notes purchased by the Offeror and receive the Purchase Price earlier than if the Holder waited for the Notes to be redeemed pursuant to the notice of conditional redemption delivered by the Offeror on July 12, 2017.
Details of the Tender Offer
The consummation of the Tender Offer is subject to satisfaction of certain conditions, including the Financing Condition and the General Conditions. These conditions are described in more detail in the Offer to Purchase under “Conditions of the Tender Offer.” There can be no assurance that such conditions will be met or waived.
For Notes validly tendered and not validly withdrawn prior to the Expiration Deadline and accepted for purchase, the purchase price per $1,000 principal amount of the Notes will be $1,044 (the “Purchase Price”). In addition, Holders whose Notes are purchased pursuant to the Tender Offer will also 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 (as defined below).
As soon as practicable on or after the Expiration Deadline, the Offeror will announce whether the Financing Condition and the General Conditions have been satisfied and the results of the Tender Offer.
Upon the terms and subject to the conditions of the Tender Offer, the settlement of the Tender Offer will occur promptly after the Expiration Deadline (such settlement is expected to be on or about July 26, 2017) (the “Settlement Date”). All payments will be made on the Settlement Date, unless the Offeror extends or earlier terminates the Tender Offer or redeems the Notes under the mandatory redemption provisions of the related indenture.
Notes purchased by the Offeror pursuant to the Tender Offer will be cancelled and will not be re-issued or re-sold.
Additionally, on July 12, 2017, the Offeror issued a notice of conditional redemption and any Notes that remain outstanding following the settlement of the Tender Offer will be redeemed by the Offeror on the redemption date, expected to be August 11, 2017, pursuant to the notice of conditional redemption. The Offeror expects to satisfy and discharge the indenture governing the Notes on or around the Settlement Date.
None of the Offeror, the Company, the Dealer Managers, the Tender Agent, the Notes trustee or any of their respective affiliates makes any recommendation, or has expressed an opinion, as to whether or not Holders should tender their Notes, or refrain from doing so, pursuant to the Tender Offer. Each Holder should make its own decision as to whether to tender its Notes and if so, the principal amount of the Notes to tender.
Any questions or requests for assistance or additional copies of the Offer to Purchase may be directed to the Tender Agent at the telephone number or the address listed below. Holders may also contact the Dealer Managers at their respective addresses or telephone numbers set forth below or such Holder’s broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offer.
The Dealer Managers are: Goldman Sachs International, Peterborough Court, 33 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 by 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 7:45 am (London) on July 12, 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.
Italy
None of the Tender Offer, this announcement, the Offer to Purchase or any other documents or materials relating to the Tender Offer has been submitted to the clearance procedures of the Commissione Nazionaleper le Società e la Borsa (CONSOB) pursuant to Italian laws and regulations. The Tender Offer is being carried out in Italy as an exempted offer pursuant to article 101-bis, paragraph 3-bis of the Legislative Decree No. 58 of February 24, 1998, as amended (the “Financial Services Act”) and article 35-bis, paragraph 4 of CONSOB Regulation No. 11971 of 14 May 1999, as amended. Holders or beneficial owners of the Notes that are located in Italy can tender Notes for purchase in the Tender Offer through authorized persons (such as investment firms, banks or financial intermediaries permitted to conduct such activities in Italy in accordance with the Financial Services Act, CONSOB Regulation No. 16190 of October 29, 2007, as amended from time to time, and Legislative Decree No. 385 of September 1, 1993, as amended) and in compliance with applicable laws and regulations or with requirements imposed by CONSOB or any other Italian authority.
Each intermediary must comply with the applicable laws and regulations concerning information duties vis-à-vis its clients in connection with the Notes or the Tender Offer.
United Kingdom
None of the communication of this announcement, the Offer to Purchase or any other documents or materials relating to the Tender Offer are being made and such documents and/or materials have not been approved by an authorised 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.
France
The Tender Offer is not being made, directly or indirectly, to the public in France. Neither this announcement, the Offer to Purchase nor any other document or material relating to the Tender Offer has 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 degestion de portefeuille pour compte de tiers) and/or (ii) qualified investors (investisseurs qualifiés), other than individuals, acting for their own account, all as defined in, and in accordance with, Articles L.411-1, L.411-2 and D.411-1 to D.411-4 of the French Code monétaire et financier, are eligible to participate in the Tender Offer. Neither this announcement nor the Offer to Purchase has been or will be submitted for clearance to or approved by the Autorité des Marchés Financiers.
Luxembourg
Under no circumstance shall the Tender Offer constitute an offer to buy or subscribe for securities in Luxembourg. Neither this announcement nor the Offer to Purchase has been reviewed or approved by the Luxembourg Financial Sector Regulator (the Commission de Surveillance du Secteur Financier).