CALGARY, AB, Nov. 8, 2021 /PRNewswire/ -- Canacol Energy Ltd.
(TSX:CNE) (OTCQX:CNNEF) (BVC:CNE.C) ("Canacol") and Credit
Suisse Securities (USA) LLC
(the "Purchaser") today announced the commencement of an
offer by the Purchaser (directly or through an affiliate) to
purchase for cash (the "Tender Offer") any and all of the
outstanding 7.250% Senior Notes due 2025 (the
"Notes") issued by Canacol from each registered holder of
the Notes (each, a "Holder" and, collectively, the
"Holders"). The Tender Offer is being made pursuant to
the offer to purchase and consent solicitation statement
dated November 8, 2021 (the "Offer and Solicitation
Statement").
In connection with the Tender Offer, the Purchaser (directly or
through an affiliate) is also soliciting on behalf of the Issuer
(the "Solicitation") with respect to the Notes, consents
(the "Consents") to proposed amendments (the "Proposed
Amendments") to the Notes and the indenture dated May 3,
2018 (as amended and supplemented to the date hereof, the
"Indenture") between Canacol, the guarantors thereto and
Citibank, N.A., as trustee (the "Trustee"), under which the
Notes were issued, providing for, among other things, elimination
of substantially all restrictive covenants in the Indenture and
modify the notice period applicable to optional redemptions from
not less than ten nor more than 60 days to not less than three
Business Days nor more than 60 days.
The table below summarizes certain payment terms of the Tender
Offer and the Solicitation:
Description of
Notes
|
CUSIP/ ISIN
Nos.
|
Outstanding
Principal Amount
|
Purchase
Price(1)
|
Early Tender
Payment(1)
|
Total
Consideration(1)(2)
|
7.250% Senior Notes
due 2025
|
Rule 144A: 134808 AC8
/ US134808AC80
Reg S: U13518 AB8 /
USU13518AB81
|
U.S.$320,000,000
|
U.S.$1,015.85
|
U.S.$50.00
|
U.S.$1,065.85
|
|
(1) Per U.S.$1,000
principal amount of Notes.
|
(2) Total
Consideration is inclusive of Early Tender Payment
|
The Tender Offer and the Solicitation are scheduled to expire
at 11:59 p.m., New York City time, on December
7, 2021, unless extended or earlier terminated (such date and time,
including as extended or earlier terminated, the "Expiration
Date"). The early tender deadline for the offer will
be 5:00 p.m., New York City time, on November
22, 2021 (such date and time, including as extended or earlier
terminated, the "Early Tender Time"). Notes tendered
may be withdrawn prior to 5:00 p.m., New York
City time, on November 22, 2021 (such date and time, the
"Withdrawal Deadline"), but not thereafter, except as
required by applicable law.
The total consideration offered for each U.S.$1,000 principal amount of the Notes will be
U.S.$ 1,065.85 (the "Total Consideration"), which
includes an early tender payment of U.S.$50.00 per U.S.$1,000 principal amount of the Notes (the
"Early Tender Payment") and the Purchase Price (as defined
below). The Early Tender Payment will be payable only to
Holders who validly tender and do not withdraw their Notes on or
prior to the Early Tender Time. Holders validly tendering and
not withdrawing Notes at or before the Early Tender Time will be
eligible to receive the Total Consideration (including the Early
Tender Payment) on a date promptly following the Early Tender Time
(the "Early Settlement Date") (which date is expected to
be November 23, 2021, but which may change without
notice).
Pursuant to the Tender Offer, Holders validly tendering their
Notes after the Early Tender Time and prior to or at the Expiration
Date will be entitled to receive U.S.$1,015.85 per U.S.$1,000 principal amount of the Notes (the
"Purchase Price"), namely an amount equal to the Total
Consideration less the Early Tender Payment, on a date promptly
following the Expiration Date (the "Final Settlement Date")
(which date is expected to be December 8, 2021, but which may
change without notice).
In addition, Holders whose Notes are validly tendered and
accepted for purchase in the Tender Offer will receive accrued and
unpaid interest in respect of their purchased Notes from the last
interest payment date to, but not including, (i) in the case
of any Notes accepted for purchase at or before the Early Tender
Time, the Early Settlement Date and (ii) in the case of any
remaining Notes accepted for purchase after the Early Tender Time,
the Final Settlement Date, as the case may be.
The Consent of the Holders of at least a majority in aggregate
principal amount outstanding of the Notes is required to authorize
the Proposed Amendments (the "Requisite Consents").
Assuming that the Requisite Consents to authorize the
Proposed Amendments are validly delivered and not validly revoked,
it is expected that Canacol and the Trustee will execute a
supplemental indenture with respect to the Indenture (the
"Supplemental Indenture") providing for the Proposed
Amendments after the Requisite Consents have been obtained;
however, the Supplemental Indenture and the Proposed Amendments
will not be effective and operative until the Final Settlement Date
and consummation of the Exchange (as defined below).
Holders may not tender their Notes without delivering their
Consents to the Proposed Amendments and to the execution and
delivery of the Supplemental Indenture pursuant to the Solicitation
and may not deliver Consents to the Proposed Amendments and the
execution and delivery of the Supplemental Indenture without
tendering their Notes pursuant to the Tender Offer.
Canacol has consented to the Purchaser making the Tender Offer
and the Solicitation on its behalf. It is intended that the
Notes purchased by the Purchaser in the Tender Offer will be
exchanged by the Purchaser with Canacol for certain new notes (the
"Exchange") issued in a new offering by Canacol (the "New
Offering").
The obligation of the Purchaser to accept for purchase, and to
pay for, Notes validly tendered pursuant to the Tender Offer is
subject to, and conditioned upon, the satisfaction or waiver of
certain conditions as set forth in the Offer and Solicitation
Statement, in the sole discretion of the Purchaser. The Tender
Offer is not conditioned on any minimum participation by the
Holders, including the minimum participation necessary to
consummate the Solicitation.
Subject to the results of the Tender Offer, Canacol intends to
send a notice of redemption to the Trustee and the Holders of any
outstanding Notes following the Early Settlement Date in accordance
with the terms and conditions set forth in the Indenture, after
giving effect to the Proposed Amendments, although Canacol has no
legal obligation to do so and the selection of any particular
redemption date is in their discretion. This statement of
intent shall not constitute a notice of redemption under the
Indenture.
The Information Agent and Tender Agent for the Tender Offer and
Solicitation is D.F. King & Co., Inc. To contact the
Information Agent and Tender Agent, banks and brokers may call +1
212-269-5550, and others may call U.S. toll-free: (877)
674-6273. Additional contact information is set forth
below.
By Mail, Hand or
Overnight Courier:
48 Wall Street
22nd Floor
New York, NY 10005
USA
Attention: Michael Horthman
By E-mail: canacol@dfking.com
|
By Facsimile
Transmission:
(for eligible
institutions only)
+1 212-709-3328
Attention: Michael
Horthman
Confirmation by
Telephone +1 212-232-3233
|
Any questions or requests for assistance or for additional
copies of this notice may be directed to the Dealer Managers and
Solicitation Agents at their respective telephone numbers set forth
below or, if by any Holder, to such Holder's broker, dealer,
commercial bank, trust company or other nominee for assistance
concerning the Tender Offer and Solicitation.
The Dealer Managers and Solicitation Agents for the Tender Offer
and Solicitation are:
Citigroup Global
Markets Inc.
388 Greenwich Street,
Trading 4th Floor
New York, NY
10013
USA
Attention: Liability
Management Group
U.S. Toll Free:
1-800-558-3745
Collect: +1
212-723-6106
|
Credit Suisse
Securities (USA) LLC
Eleven Madison
Avenue
New York, NY
10010
USA
Attention: Liability
Management
U.S. Toll Free:
1-800-820-1653
Collect: +1
212-538-2147
|
This notice does not constitute or form part of any offer or
invitation to purchase, or any solicitation of any offer to sell,
the Notes or any other securities in the United States or
any other jurisdiction, nor shall it or any part of it, or the fact
of its release, form the basis of, or be relied on or in connection
with, any contract therefor. This notice is also not a
solicitation of any Consent to the Proposed Amendments. The
Tender Offer and Solicitation are made only by and pursuant to the
terms of the Offer and Solicitation Statement and the information
in this notice is qualified by reference to the Offer and
Solicitation Statement. None of the Purchaser, Canacol, the
Dealer Managers or the Information Agent and Tender Agent makes any
recommendations as to whether Holders should tender their Notes
pursuant to the Tender Offer and deliver their Consents pursuant to
the Solicitation.
This notice to the market does not represent an offer to sell
securities or a solicitation to buy securities in the United
States or in any other jurisdiction. The New Offering
was not and will not be registered or qualified under the
U.S. Securities Act of 1933 ("Securities Act"), as
amended, or the securities laws of any other jurisdiction.
Consequently, the notes issued in the New Offering are
prohibited from being offered or sold in any jurisdiction
without the applicable registration, qualification or exemption
from registration or qualification required under the Securities
Act or the securities laws of any other jurisdiction, as
applicable.
This notice to the market is released for disclosure purposes
only, in accordance with applicable legislation. It does not
constitute marketing material, and should not be interpreted as
advertising an offer to sell or soliciting any offer to buy
securities issued by Canacol. This notice to the market is
not for distribution in or into or to any person located or
resident in the United
States, its territories and possessions, any state
of the United States or the District of
Columbia or in any jurisdiction where it is unlawful to
release, publish or distribute this announcement.
Neither this notice to the market nor the Offer and Solicitation
constitutes an offer to buy or a solicitation of an offer to sell
Notes, and tenders of Notes in the Tender Offer will not be
accepted from Holders, in any jurisdiction in which such offer or
solicitation is unlawful. In those jurisdictions where the
securities, blue sky or other laws require an offer to be made by a
licensed broker or dealer and a Dealer Manager or its affiliate is
such a licensed broker or dealer in such jurisdictions, the Tender
Offer shall be deemed to be made on behalf of Canacol by such
Dealer Manager or such affiliate, as the case may be, and no Tender
Offer is made in any such jurisdiction where the relevant Dealer
Manager or its affiliate is not so licensed.
About Canacol
Canacol is a natural gas exploration and production company with
operations focused in Colombia.
Canacol's common stock trades on the Toronto Stock Exchange, the
OTCQX in the United States of
America, and the Colombia Stock Exchange under ticker
symbol CNE, CNNEF, and CNE.C, respectively.
Forward-Looking Statements
This news release contains "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995
and applicable Canadian securities legislation. All
statements other than statements of historical fact contained in
this news release may be forward-looking statements. Such
statements can generally be identified by words such as "may,"
"target," "could," "would," "will," "should," "believe," "expect,"
"anticipate," "plan," "intend," "foresee" and other similar words
or phrases. In particular, forward-looking statements herein
include, but are not limited to, statements relating to the
proposed Tender Offer and New Offering. Such forward-looking
statements involve known and unknown risks, uncertainties and other
factors that may cause actual results or events to differ
materially from those anticipated in the forward-looking
statements. Canacol believes that the expectations reflected in
such forward-looking statements are reasonable, but no assurance
can be given that these expectations will prove to be correct and
such forward-looking statements should not be unduly relied upon.
The forward-looking statements are expressly qualified in their
entirety by this cautionary statement. The forward-looking
statements are made as of the date of this news release and Canacol
assumes no obligation to update or revise them to reflect new
events or circumstances, except as expressly required by applicable
securities law. Further information regarding risks and
uncertainties relating to Canacol and its securities can be found
in the disclosure documents filed by Canacol with the securities
regulatory authorities, available at www.sedar.com.
For more information please contact:
Investor Relations
South America: +571.621.1747
IR-SA@canacolenergy.com
Global: +1.403.561.1648 IR-GLOBAL@canacolenergy.com
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SOURCE Canacol Energy Ltd.