As Filed with the Securities and Exchange
Commission on June 10, 2015
Registration No. 333-
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form F-10
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INTEROIL CORPORATION
(Exact name of Registrant as Specified
in its charter)
Yukon Territory, Canada |
1311 |
Not Applicable |
(Province or Other Jurisdiction
of Incorporation or
Organization) |
(Primary Standard Industrial
Classification Code Number (if
applicable)) |
(I.R.S. Employer
Identification Number (if
applicable)) |
163 PENANG ROAD
#06-02 WINSLAND HOUSE II
SINGAPORE 238463
Telephone Number: +65 6507-0200
(Address and telephone
number of Registrant’s principal executive offices)
CT Corporation System
111 Eighth Avenue
New York, New York 10011
Telephone Number: (212) 894-8940
(Name, address, (including zip code)
and telephone number (including area code)
of agent for service in the United States)
Copies to:
Geoffrey Applegate
InterOil Corporation
163 Penang Road
#06-02 Winsland House II
Singapore 238463
+65 6507-0200
|
William B. Nelson, Esq.
Haynes and Boone, LLP
1221 McKinney Street, Suite 2100
Houston, Texas 77010
(713) 547-2084
(713) 236-5557 (fax) |
Christopher W. Nixon
Stikeman Elliott LLP
4300 Bankers Hall West
888 - 3 Street SW
Calgary, AB T2P 5C5
(403) 266-9017 |
Approximate date of commencement of proposed
sale of the securities to the public:
From time to time after effectiveness
of this Registration Statement, as determined by market conditions.
Alberta
(Principal jurisdiction regulating this
offering (if applicable))
It is proposed that
this filing shall become effective (check appropriate box):
A. o
Upon filing with the Commission, pursuant to Rule 467(a) (if in connection with an offering being made contemporaneously in
the United States and Canada)
B. þ
At some future date (check the appropriate box below):
1. o
pursuant to Rule 467(b) on at (designate a time not sooner than 7 calendar days after filing)
2. o
pursuant to Rule 467(b) at (designate a time 7 calendar days or sooner after filing) because the securities regulatory authority
in the review jurisdiction has issued a receipt or notification of clearance on .
3. o
pursuant to Rule 467(b) as soon as practicable after notification of the Commission by the Registrant or the Canadian securities
regulatory authority of the review jurisdiction that a receipt or notification of clearance has been issued with respect hereto.
4. þ
After the filing of the next amendment to this form (if preliminary material is being filed).
If any of the securities
being registered on this Form are to be offered on a delayed or continuous basis pursuant to the home jurisdiction’s shelf
short form prospectus offering procedures, check the following box. þ
CALCULATION OF REGISTRATION FEE
|
Proposed Maximum |
|
Title of Each Class of |
Aggregate Offering |
Amount of |
Securities to be Registered(1) |
Price(1) |
Registration Fee(1)(2) |
Common Shares, no par value |
|
|
Debt Securities |
|
|
Preferred Shares, no par value |
|
|
Warrants |
|
|
Total |
US$1,000,000,000 |
US$116,200 |
(1) |
There are being registered under this Registration Statement such indeterminate principal amount of unsecured debt securities consisting of debentures, notes or other unsecured evidence of indebtedness, common shares (no par value), preferred shares (no par value) and warrants as may from time to time be issued at indeterminate prices and as may be issuable upon conversion, redemption, exchange, exercise or settlement of any securities registered hereunder, including under any applicable antidilution provisions, as shall have an aggregate initial offering price not to exceed $1,000,000,000 (or its equivalent in any other currency used to denominate the securities). Any securities registered under this Registration Statement may be sold separately or as units with other securities registered under this Registration Statement. The proposed maximum initial offering price per security will be determined, from time to time, by the Registrant in connection with the sale of the securities registered under this Registration Statement. Pursuant to Rule 429 of the Securities Act of 1933, as amended, the prospectus included in this registration statement also relates to $56,391,125 of securities previously registered but unsold pursuant to registration statement no. 333-169536 filed by the Registrant on Form F-10 on September 23, 2010 for which a filing fee of $4,021 was previously paid and $1,000,000,000 of securities previously registered but unsold pursuant to registration statement no. 333-186982 filed by the Registrant on Form F-10 on March 1, 2013 for which a filing fee of $132,119 was previously paid. In accordance with Rule 457(p), the previously paid amounts offset the total filing fee of $116,200 in connection with the filing of this registration statement otherwise due. |
|
|
(2) |
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended. |
The Registrant
hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registration
Statement shall become effective as provided in Rule 467 under the Securities Act of 1933,or such date as the Commission,
acting pursuant to Section 8(a) of the Securities Act, may determine.
PART I
INFORMATION REQUIRED TO BE DELIVERED
TO OFFEREES OR PURCHASERS
Information contained herein
is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities
and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy, nor
shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration
or qualification under the securities laws of any such state.
Base Shelf Prospectus
A copy
of this preliminary short form prospectus has been filed with the securities regulatory authorities in the Province of Alberta
but has not yet become final for the purpose of the sale of securities. Information contained in this preliminary
short form prospectus may not be complete and may have to be amended. The securities may not be sold until a receipt for
the short form prospectus is obtained from the securities regulatory authorities.
The information
in this short form prospectus is not complete and may be changed. This short form prospectus is not an offer to sell
nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted. These securities
may not be sold until the registration statement filed with the Securities and Exchange Commission is effective.
This
short form prospectus has been filed under legislation in the Province of Alberta that permits certain information about these
securities to be determined after this base shelf prospectus has become final and that permits the omission from this
base shelf prospectus of that information. The legislation requires the delivery to purchasers of a prospectus
supplement containing the omitted information within a specified period of time after agreeing to purchase any of these
securities.
This short form
prospectus constitutes a public offering of these securities only in those jurisdictions where they may be lawfully offered for
sale and therein only by persons permitted to sell such securities. No securities regulatory authority has expressed an opinion
about these securities and it is an offense to claim otherwise.
Information
has been incorporated by reference in this short form prospectus from documents filed with securities commissions or similar authorities
in Canada. Copies of the documents incorporated herein by reference may be obtained on request without charge from
the Corporate Secretary of InterOil Corporation, 163 Penang Road, #06-02 Winsland House II, Singapore 238463, Telephone: +65-6507-0200,
and are also available electronically at www.sedar.com.
Preliminary Short Form Base Shelf
Prospectus
INTEROIL CORPORATION
U.S. $1,000,000,000
Common Shares
Preferred Shares
Warrants
Debt Securities
We may offer, from
time to time under this short form base shelf prospectus (this “prospectus”), during the 25-month period
that this prospectus, including any amendments hereto, remains effective, the securities listed above in one or more series or
issuances, with the total initial offering price, in the aggregate, not to exceed U.S. $1,000,000,000 (or the equivalent
in other currencies or currency units). Our securities may be offered separately or together, in amounts, at prices and on terms
as we may determine based on market conditions at the time of sale and set forth in an accompanying shelf prospectus supplement
(a “prospectus supplement”).
THESE SECURITIES HAVE NOT BEEN APPROVED
OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) NOR HAS THE SEC PASSED UPON
THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
We will provide the
specific terms of any offering of these securities and all shelf information omitted from this prospectus in one or more prospectus
supplement(s). You should read this prospectus and any applicable prospectus supplement carefully before you invest. This prospectus
may not be used to offer securities unless accompanied by a prospectus supplement. All information to be omitted from this prospectus
will be contained in one or more prospectus supplements that will be delivered to purchasers together with this prospectus. Each
prospectus supplement will be incorporated by reference into this prospectus for the purpose of securities legislation as of the
date of the prospectus supplement and only for the purposes of the distribution of the securities to which the prospectus supplement
pertains. Any net proceeds we expect to receive from the issue of our securities will be set forth in a prospectus supplement.
This prospectus is
part of a registration statement on Form F-10 (the “U.S. Registration Statement”) relating to our securities
that we filed with the SEC. This prospectus, which constitutes part of the U.S. Registration Statement, provides you with a general
description of the securities that we may offer. This prospectus does not contain all of the information set forth in the U.S.
Registration Statement, certain parts of which are omitted in accordance with the rules and regulations of the SEC, or the schedules
or exhibits that are part of the U.S. Registration Statement. U.S. persons should refer to the U.S. Registration Statement and
the exhibits thereto for further information with respect to us and the securities.
This prospectus does
not qualify for issuance of debt securities in respect of which the payment of principal and/or interest may be determined, in
whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical
measure of economic or financial performance including, but not limited to, any currency, consumer price or mortgage index, or
the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket
of the foregoing items. For greater certainty, this prospectus may qualify for issuance debt securities in respect of which the
payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking
authority or one or more financial institutions, such as a prime rate or bankers’ acceptance rate, or to recognized market
benchmark interest rates such as LIBOR, EURIBOR or a U.S. Federal funds rate.
Investing in our
securities involves risks. Please carefully consider the “Risk Factors” included herein and those described in the
documents incorporated by reference into this prospectus.
The majority of our
net cash and, if required, proceeds from our senior debt facility (which is currently undrawn) are used / will be used in the exploration
of our petroleum prospecting licenses, and our appraisal and development programs for the Elk / Antelope and Triceratops fields
and Raptor and Bobcat discoveries in the Gulf Province of Papua New Guinea. Our operating activities do not currently generate
cash.
Our common shares trade
under the symbol “IOC” on the New York Stock Exchange (“NYSE”) and on the Port Moresby Stock
Exchange in Papua New Guinea. The last reported sale price of our common shares on the NYSE was U.S. $47.19 per common share as
of June 9, 2015.
There is no market
through which our debt securities, preferred shares or warrants may be sold and you may not be able to resell any debt securities,
preferred shares or warrants purchased under this prospectus or any prospectus supplement. This may affect the pricing of the debt
securities, preferred shares or warrants in the secondary market, the transparency and availability of trading prices, the liquidity
of the securities, and the extent of issuer regulation. See “Risk Factors”.
The debt securities
will be deemed to be unsecured obligations constituting subordinated indebtedness for the purposes of the Bank Act (Canada)
and will not constitute deposits that are incurred under the Canada Deposit Insurance Corporation Act (Canada).
In this prospectus
and in any prospectus supplement, unless otherwise specified or the context requires, all dollar amounts are expressed in U.S. dollars.
We are permitted
under a multi-jurisdictional disclosure system adopted by the United States to prepare this prospectus in accordance with Canadian
disclosure requirements, which are different from those of the United States. We prepare our financial statements in accordance
with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards
Board, which are subject to Canadian auditing and auditor independence standards and are therefore different from United States
generally accepted accounting principles (“U.S. GAAP”). They may not be comparable to financial statements of
United States companies. We are not required to prepare a reconciliation of the differences between IFRS and US GAAP.
Prospective investors
should be aware that the acquisition of the securities described herein may have tax consequences both in the United States and
Canada. This prospectus, or any applicable prospectus supplement, may not describe these tax consequences fully for investors who
are resident in, or citizens of, the United States or Canada. You should read the tax discussion in any applicable prospectus supplement.
Dr. Michael Hession,
our Chief Executive Officer, Donald Spector, our Chief Financial Officer, and Chris Finlayson, Chee Keong Yap, Sir Wilson Kamit,
Roger Lewis, Sir Rabbie Namaliu, Dr. Ellis Armstrong and Katherine Hirschfeld, each a director of the Corporation, reside outside
of Canada. Although these individuals have appointed Lackowicz& Hoffman, 300-204 Black Street, Whitehorse, Yukon Y1A 2M9
as their agent for service of process in the Province of Alberta, it may not be possible for investors to enforce judgments obtained
in Canada against them. See “Enforceability of Certain Civil Liabilities”.
No underwriter has
been involved in the preparation of, or has performed a review of, the contents of this prospectus.
We may sell securities
to or through underwriters or dealers or directly to investors or through agents. The prospectus supplement relating to a particular
offering of securities will identify each person who may be deemed to be an underwriter with respect to such offering and will
set forth the terms of the offering of the securities, including, to the extent applicable, the type of securities offered, the
number of securities offered, the initial offering price (including the currency), and, in the case of debt securities, the aggregate
principal amount of debt authorized denominations, the interest rate, the proceeds that we will receive, the underwriting discounts
or commissions and any other discounts or concessions to be allowed or reallowed to dealers. The managing underwriter or underwriters
with respect to securities sold to or through underwriters will be named in the related prospectus supplement. See “Plan
of Distribution”.
In connection with
any offering of securities, underwriters who participate in a distribution of securities may over-allot or effect transactions
which stabilize or maintain the market price of the securities offered at a level above that which might otherwise prevail in the
open market. Such transactions, if commenced, may be discontinued at any time. For further information about market stabilization,
see “Plan of Distribution”.
You should rely
only on the information in this prospectus. We have not authorized anyone to provide you with information different from that contained
in this prospectus.
Our corporate offices
are located at Level 2, Ravalien Haus, Harbour City, Port Moresby NCD, Papua New Guinea and 163 Penang Road, Winsland House II,
#06-02, Singapore 238463 and our registered office is located at 300-204 Black Street, Whitehorse, Yukon Y1A 2M9, Canada.
TABLE OF CONTENTS
Page
ABOUT THIS
PROSPECTUS
In this prospectus
and in any prospectus supplement, unless otherwise specified or the context otherwise requires, all dollar amounts are expressed
in U.S. dollars. Unless otherwise indicated, all financial information included and incorporated by reference in this prospectus
or included in any prospectus supplement is determined using IFRS. Except as set forth under “Description of Debt Securities”,
and unless the context otherwise requires, all references in this prospectus and any prospectus supplement to “InterOil”,
the “Corporation”, “we”, “us” and “our” mean InterOil
Corporation and its subsidiaries, partnership interests and joint venture investments.
This prospectus
provides a general description of the securities that we may offer. Each time we sell securities under this prospectus, we will
provide you with a prospectus supplement that will contain specific information about the terms of that offering of securities.
The prospectus supplement may also add, update or change information contained in this prospectus. Before investing in any securities,
you should read both this prospectus and any applicable prospectus supplement together with additional information described below
under “Documents Incorporated by Reference” and “Available Information.”
You should rely
only on the information contained in or incorporated by reference in this prospectus or any applicable prospectus supplement. We
have not authorized anyone to provide you with different or additional information. We are not making an offer of these securities
in any jurisdiction where the offer is not permitted by law. You should bear in mind that although the information contained in,
or incorporated by reference in, this prospectus is intended to be accurate as of the date on the front of such documents, such
information may also be amended, supplemented or updated by the subsequent filing of additional documents deemed by law to be or
otherwise incorporated by reference into this prospectus and by any subsequently filed prospectus amendments.
NON-IFRS
MEASURES
We have included “EBITDA”
as a non-IFRS performance measure in this prospectus. EBITDA represents our net income/(loss) plus total interest expense (excluding
amortization of debt issuance costs), income tax expense, depreciation and amortization expense. EBITDA is used by us to analyze
operating performance. EBITDA does not have any standardized meaning prescribed by IFRS and therefore is considered a non-IFRS
measure. Therefore, EBITDA may not be comparable to similar measures presented by other issuers or other similar non-IFRS performance
measures included in our other filing documents. EBITDA has been described and presented in this document in order to provide potential
investors with additional information regarding our liquidity and ability to generate funds to finance our operations. Accordingly,
EBITDA is presented as additional information and should not be considered in isolation or as a substitute for measures of performance
prepared in accordance with IFRS. EBITDA has been reconciled to “Profit/(loss) for the period” disclosed in our Quarterly
Financial Statements and our Annual Financial Statements (both as defined below), which are incorporated by reference in this prospectus.
These reconciliations have been disclosed under the heading “Earnings Coverage” of this prospectus.
CAUTIONARY
NOTE TO UNITED STATES INVESTORS
This prospectus
and the documents incorporated by reference have been, and any prospectus supplement will be, prepared in accordance with the requirements
of Canadian securities laws, which differ from the requirements of United States securities laws. Unless otherwise indicated, all
reserve and resource estimates included in this prospectus and any prospectus supplement have been, and will be, prepared in accordance
with National Instrument 51-101 — Standards of Disclosure for Oil and Gas Activities (“NI 51-101”).
As at the date hereof, we do not have any reserves, including proved reserves, as defined under NI 51-101. NI 51-101 is a national
instrument adopted by the Canadian Securities Administrators which establishes standards for all public disclosure an issuer makes
of scientific and technical information concerning oil and gas activities.
Canadian oil and
gas disclosure standards in NI 51-101 differ significantly from the disclosure standards of the SEC, and reserve and resource information
contained in or incorporated by reference into this prospectus and any prospectus supplement may not be comparable to similar information
disclosed by U.S. companies. In particular, NI 51-101 permits oil and gas issuers, in their filings with Canadian securities
regulatory authorities, to disclose not only proved, probable and possible reserves but also resources, and to disclose reserves
and production on a gross basis before deducting royalties. Probable reserves, possible reserves and resources are of a higher
risk and are less likely to be accurately estimated or recovered than proved reserves. The SEC definitions of proved, probable
and possible reserves are different from the definitions contained in NI 51-101; therefore, proved, probable and possible reserves
disclosed in compliance with NI 51-101 may not be comparable to United States standards. The SEC requires United States oil and
gas reporting companies to disclose only proved reserves after the deduction of royalties and production due others, but permits
the optional disclosure of probable and possible reserves. In addition, we are permitted to disclose estimates of resources in
accordance with Canadian securities laws. The SEC does not permit the disclosure of resources in reports filed with it by United
States oil and gas reporting companies. Resources are not, and should not be confused with, reserves. Moreover, pursuant to NI
51-101, we are permitted to determine and disclose the net present value of future net revenue from reserves using forecast prices
and costs. The SEC requires that reserves and related future net revenue be estimated based on historical 12-month average prices,
but permits the optional disclosure of revenue estimates based on different price and cost criteria, including standardized future
prices. Accordingly, information concerning oil and gas reserves and resources disclosed by us may not be comparable with information
made public by companies that report in accordance with United States standards.
FORWARD-LOOKING
STATEMENTS
Certain statements
contained in, or incorporated by reference into, this prospectus are forward-looking statements as defined in the Canadian and
U.S. federal securities laws. Such statements are generally identifiable by the terminology used, such as “may”,
“plans”, “believes”, “expects”, “anticipates”, “intends”, “estimates”,
“forecasts”, “budgets”, targets” or other similar wording suggesting future outcomes or statements
regarding an outlook. We have based these forward-looking statements on our current expectations and projections about future events.
All statements, other than statements of historical fact, included in or incorporated by reference in this prospectus are forward-looking
statements. Forward-looking statements include, without limitation, statements regarding our business strategies and plans; plans
for and anticipated timing of our exploration and appraisal (including drilling plans) and other business activities and results
therefrom; anticipated timing of certain well testing and resource certifications under the share purchase agreement under which
Total S.A. (“Total”) acquired, through the purchase of all of the shares of SPI (200) Limited, a wholly-owned
subsidiary of InterOil, a gross 40.1275% interest in Petroleum Retention License 15 (“PRL 15”); characteristics
of our properties; construction and development of a proposed liquefied natural gas plant in Papua New Guinea; the timing and cost
of such construction and development; commercialization and monetization of any resources; whether sufficient resources will be
established; the likelihood of successful exploration for gas and gas condensate or other hydrocarbons; cash flows from operations;
sources of capital and its sufficiency; operating costs; contingent liabilities; environmental matters; and plans and objectives
for future operations; and timing, maturity and amount of future capital and other expenditures.
Many risks and uncertainties
may affect the matters addressed in these forward-looking statements, including but not limited to:
|
· |
the uncertainty associated with the availability, terms and deployment of capital; |
|
· |
our ability to obtain and maintain necessary permits, concessions, licenses and approvals from relevant Papua New Guinean authorities to develop our gas and condensate resources within reasonable periods and on reasonable terms or at all; |
|
· |
the inherent uncertainty of oil and gas exploration; |
|
· |
the transition of the operatorship of PRL 15 to Total in accordance with the provisions of a joint venture operating agreement; |
|
· |
the difficulties with recruitment and retention of qualified personnel; |
|
· |
the political, legal and economic risks in Papua New Guinea; |
|
· |
landowner claims and disruption; |
|
· |
compliance with and changes in Papua New Guinean laws and regulations, including environmental laws; |
|
· |
the exploration and production businesses are competitive; |
|
· |
inherent limitations in all control systems, and misstatements due to errors that may occur and not be detected; |
|
· |
exposure to certain uninsured risks stemming from our operations; |
|
· |
weather conditions and unforeseen operating hazards; |
|
· |
compliance with environmental and other government regulations could be costly and could negatively impact our business; |
|
· |
general economic conditions, including further economic downturn, availability of credit, European sovereign debt-credit crisis, downgrading of United States Government debt and the decline in commodity prices; |
|
· |
risk of legal action against us; and |
|
· |
law enforcement difficulties. |
Forward-looking statements
and information are based on our current beliefs as well as assumptions made by, and information currently available to, us concerning
anticipated financial conditions and performance, business prospects, strategies, regulatory developments, the ability to attract
joint venture partners, future hydrocarbon commodity prices, the ability to secure adequate capital funding, the ability to obtain
equipment and qualified personnel in a timely manner to develop resources, the ability to obtain financing on acceptable terms,
and the ability to develop reserves and production through development and exploration activities. Although we believe that the
assumptions underlying our forward-looking statements are reasonable based on information currently available to us, any of the
assumptions could be inaccurate, and, therefore, we cannot assure you that the forward-looking statements will eventuate.
The forward-looking
statements included in this prospectus are made only as of the date of this prospectus and are qualified by this cautionary statement.
Except as required by applicable Canadian securities law, we do not undertake to publicly update these forward-looking statements
to reflect new information, future events or otherwise. In light of these risks, uncertainties and assumptions, the forward-looking
events might or might not occur. We cannot assure you that projected results or events will be achieved.
Given the risks and
uncertainties of our business, including those incorporated by reference in this prospectus and in any prospectus supplement under
the heading “Risk Factors”, actual results may differ materially from those expressed or implied by forward-looking
statements. In light of these risks, uncertainties and assumptions, prospective investors should not place undue reliance on forward-looking
statements and should be aware that the forward-looking statements described in this prospectus (and in any prospectus supplement)
and the documents incorporated by reference in this prospectus (and in any prospectus supplement) may not occur.
ENFORCEABILITY
OF CERTAIN CIVIL LIABILITIES
We are a corporation
continued under the laws of the Yukon Territory, Canada and substantially all of our assets are located in the Independent State
of Papua New Guinea. Most of our directors and officers are not residents of the United States of America. As a result, it may
be difficult for United States investors to effect service of process within the United States on us or our directors or officers
or to enforce in the United States upon judgments of courts of the United States predicated upon civil liability under United States
federal securities laws against us or our directors or officers.
Dr. Michael Hession,
our Chief Executive Officer, Donald Spector, our Chief Financial Officer, and Chris Finlayson, Chee Keong Yap, Sir Wilson Kamit,
Roger Lewis, Sir Rabbie Namaliu, Dr. Ellis Armstrong and Katherine Hirschfeld, each a director of the Corporation, reside outside
of Canada. Although these individuals have appointed Lackowicz& Hoffman, 300-204 Black Street, Whitehorse, Yukon Y1A 2M9 as
their agent for service of process in the Province of Alberta, it may not be possible for investors to enforce judgments obtained
in Canada against them. In addition, substantially all of our assets are located outside of Canada, and it may not be possible
for investors to enforce judgments in Canada against our assets.
DOCUMENTS
INCORPORATED BY REFERENCE
The following documents
have been filed with the securities commission or similar regulatory authority in the Province of Alberta and are specifically
incorporated by reference in, and form an integral part of, this prospectus:
(a) our audited consolidated
balance sheets as at December 31, 2014, 2013 and 2012, and our consolidated statements of income, comprehensive income, changes
in equity and cash flows for the three years ended December 31, 2014, together with the management’s report and the
auditors’ report thereon dated March 17, 2015 (“Annual Financial Statements”);
(b) our management discussion
and analysis dated March 17, 2015 for the year ended December 31, 2014 (“Annual MD&A”);
(c) our annual information
form dated March 17, 2015 for the year ended December 31, 2014 (“Annual Information Form”);
(d) our information circular
filed on May 1, 2015 relating to our annual meeting of shareholders held on June 9, 2015;
(e) our management discussion
and analysis dated May 12, 2015 for the three month period ended March 31, 2015 (“Quarterly MD&A”);
(f) our unaudited consolidated
balance sheets as at March 31, 2015, December 31, 2014 and March 31, 2014, and our consolidated statements of income, comprehensive
income, changes in equity and cash flows for the quarters ended March 31, 2015 and March 31, 2014, together with notes thereto
(“Quarterly Financial Statements”); and
(g) our material change report
filed on March 20, 2015 relating to the announcement of Chee Keong Yap as a director of the Corporation.
Any material change
reports (excluding confidential reports), comparative interim financial statements, comparative annual financial statements and
auditors’ reports thereon, management’s discussion and analysis of financial condition and results of operations, information
circulars and any other documents required to be incorporated by reference pursuant to Section 11.1 of Form 44-101F1 of National
Instrument 44-101 — Short Form Prospectus Distribution (“NI 44-101”) if filed in the Province
of Alberta after the date of this prospectus and before the termination of any distribution made pursuant to this prospectus and
the applicable prospectus supplement are deemed to be incorporated by reference in this prospectus.
Any statement contained
in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the
purposes of this prospectus to the extent that a statement contained herein or in any other subsequently filed document which also
is, or is deemed to be, incorporated by reference herein modifies or supersedes such statement. The modifying or superseding statement
need not state that it has modified or superseded a prior statement or include any other information set forth in the document
that it modifies or supersedes. The making of a modifying or superseding statement shall not be deemed an admission for any purposes
that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or
an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light
of the circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this prospectus.
Any “template
version” of any “marketing materials” (each as defined in NI 44-101) filed after the date of a prospectus supplement
and before the termination of the distribution of any securities offered pursuant to such prospectus supplement (together with
this prospectus) is deemed to be incorporated by reference in such prospectus supplement.
To the extent that
any document or information incorporated by reference into this prospectus is included in a report that is filed with or furnished
to the SEC on Form 40-F or 6-K (or any respective successor form), such document or information shall also be deemed to be
incorporated by reference as an exhibit to U.S. Registration Statement of which this prospectus forms a part. In addition, we have
and will incorporate by reference into this prospectus any documents that we file with or furnish to the SEC pursuant to Section 13(a)
or 15(d) of the United States Securities Exchange Act of 1934 (the “U.S. Exchange Act”). Our U.S. filings
are electronically available from the SEC’s Electronic Document Gathering and Retrieval System, which is commonly known by
the acronym EDGAR and may be accessed at www.sec.gov.
Any updated earnings
coverage ratios filed with applicable securities regulatory authorities either as prospectus supplements or as exhibits to our
comparative interim financial statements and comparative annual financial statements will be deemed to be incorporated by reference
in this prospectus for the purpose of the offering of debt securities.
A prospectus supplement
containing the specific terms of any offered securities and other information relating to the offered securities will be delivered
to prospective purchasers of such offered securities, together with this prospectus, and will be deemed to be incorporated by reference
into this prospectus for the purpose of securities legislation as of the date of such prospectus supplement and only for the purpose
of the offering of such offered securities to which the prospectus supplement pertains.
Information has
been incorporated by reference in this prospectus from documents filed with the securities commissions or similar regulatory authorities
in the Province of Alberta and the SEC. Copies of the documents incorporated herein by reference may be obtained on request
without charge from our Corporate Secretary at InterOil Corporation, 163 Penang Road, #06-02 Winsland House II, Singapore 238463,
Telephone: +65-6507-0200 or by accessing disclosure documents available through the Internet on the Canadian System for Electronic
Document Analysis and Retrieval (SEDAR) at www.sedar.com.
Exemption
From National Instrument 44-101 – Short Form Prospectus Distribution
On September 20, 2010,
the Alberta Securities Commission, on behalf of itself and on behalf of the British Columbia Securities Commission and the Ontario
Securities Commission, issued a decision (2010 ABASC 44) under the Process for Exemptive Relief Applications in Multiple Jurisdictions
under Multilateral Instrument 11-102 - Passport System and under the securities legislation of each of Alberta, British
Columbia and Ontario, respectively, pursuant to which we were granted an exemption from the qualification criteria that our common
shares be listed and posted for trading on a short form eligible exchange (as such term is defined in NI 44-101), as required in
subsection 2.2(e) of NI 44-101 and subsections 2.2(1), 2.2(2) and 2.2(3)(b)(iii) of National Instrument 44-102 - Shelf Distributions.
OUR BUSINESS
Overview
We are an independent
oil and gas business with a sole focus on upstream exploration and production in Papua New Guinea. Our assets include interests
covering the Elk / Antelope and Triceratops fields and Raptor and Bobcat discoveries in the Gulf Province of Papua New Guinea,
and exploration licenses covering about 16,000 square kilometers (about 4 million acres) in Papua New Guinea. Our focus is on meeting
work commitments across our licenses with seismic acquisition and exploration and appraisal drilling. The Elk / Antelope and Triceratops
fields all now have independently certified contingent gas and condensate resources, and during the year 2014, we confirmed two
further exploration discoveries with Raptor and Bobcat drilling successes.
See our Annual Information
Form, which is incorporated by reference herein, for further details regarding our business.
RISK FACTORS
Investing in our securities
involves risks. You should carefully consider and evaluate all of the information contained in this prospectus (and in the documents
incorporated herein by reference) and those described in a prospectus supplement relating to a specific offering of securities
before you decide to purchase our securities. In particular, you should carefully consider and evaluate the many significant risks
and uncertainties described below and in the documents incorporated by reference herein, including specifically the risk factors
set out in “Risk Factors” in our Annual Information Form, Annual MD&A and Quarterly MD&A. Any of the risks
and uncertainties set forth therein could materially and adversely affect our business, results of operations and financial condition,
which in turn could materially and adversely affect the trading price of our securities. As a result, you could lose all or part
of your investment.
There is no existing public market
for the preferred shares, debt securities, or warrants and a market may not develop.
There is currently
no market through which the preferred shares, debt securities or warrants may be sold and purchasers of preferred shares,
debt securities or warrants may not be able to resell such preferred shares, debt securities or warrants purchased under this prospectus.
There can be no assurance that an active trading market will develop for the preferred shares, debt securities or warrants after
an offering or, if developed, that such market will be sustained. This may affect the pricing of the preferred shares, debt securities
or warrants in the secondary market, the transparency and availability of trading prices, the liquidity of the preferred shares,
debt securities or warrants and the extent of issuer regulation.
The public offering prices of the securities
may be determined by negotiation between us and underwriters based on several factors and may bear no relationship to the prices
at which the securities will trade in the public market, if any, subsequent to such offering. See “Plan of Distribution”.
Prevailing interest rates will affect
the market price or value of the debt securities.
The market price or value of debt securities will
decline as prevailing interest rates for comparable debt instruments rise, and increase as prevailing interest rates for comparable
debt instruments decline.
Credit ratings may not reflect all
risks of an investment in securities and may change.
Credit ratings may
not reflect all risks associated with an investment in debt securities and preferred shares. Any credit ratings applied to debt
securities or preferred shares are an assessment of our ability to pay our obligations. Consequently, real or anticipated changes
in the credit ratings will generally affect the market value of debt securities or preferred shares. The credit ratings, however,
may not reflect the potential impact of risks related to structure, market or other factors discussed herein on the value of debt
securities or preferred shares. There is no assurance that any credit rating assigned to debt securities or preferred shares will
remain in effect for any given period of time or that any rating will not be lowered or withdrawn entirely by the relevant rating
agency.
USE OF PROCEEDS
Unless otherwise indicated
in the applicable prospectus supplement relating to an offering of securities, we intend to use the net proceeds from the sale
of securities generally:
| · | to fund our equity contribution and all other costs and expenses associated with the proposed development
and monetization of the Elk / Antelope fields with our joint venture partners; |
| · | to fund exploration and appraisal of the other licenses and prospects under our license commitments
together with the construction of all requisite infrastructure; and |
| · | for general and administrative purposes as appropriate. |
Pending such use, we
will invest the net proceeds from any offering of securities in short term investments. We will re-allocate the funds only for
sound business reasons. The amount of net proceeds to be used for any such purpose will be described in each applicable prospectus
supplement.
EARNINGS
COVERAGE
The following earnings
coverage ratios have been calculated on a consolidated basis and are derived from our Quarterly Financial Statements and Annual
Financial Statements. The earnings coverage ratios do not give effect to the issue of any securities offered by this prospectus,
since the aggregate principal amount of securities that may be issued under this prospectus and their terms are not presently known.
The earnings coverage ratios set out below do not purport to be indicative of earnings coverage ratios in any future period.
| |
12 Months Ended March
31, 2015 | |
| |
(US$ in thousands) | |
Interest expense on long term debt(1) | |
$ | 5,822 | |
EBITDA (2) | |
$ | (83,913 | ) |
Earnings coverage on long term debt(3) | |
| 14.4 | |
Notes:
|
(1) |
The reconciliation of the total ‘Finance costs’ of $28.0 million derived for the twelve months ended March 31, 2015 from our Consolidated Income Statements in the Quarterly Financial Statements and the Annual Financial Statements, to the ‘Interest expense on long term debt’ above is noted below: |
| |
12
Months Ended March
31, 2015 | |
| |
(US$ in thousands) | |
Finance costs derived from Consolidated Income Statements | |
$ | 27,951 | |
Less: Short term finance costs | |
$ | (22,129 | ) |
Interest expense on long term debt | |
$ | 5,822 | |
|
(2) |
EBITDA is a non-IFRS measure and has been calculated by adding back ‘Finance costs’, ‘Income taxes’ and ‘Depreciation and amortization’ to the ‘Profit/(loss) from continuing operations’ for the period as derived from our Consolidated Income Statements for the quarters ended March 31, 2015 and March 31, 2014 and for the year ended December 31, 2014. See “Non-IFRS measures” in this prospectus. |
| |
12 Months Ended March 31, 2015 | |
| |
(US$ in thousands) | |
Loss for the period from continuing operations | |
$ | (114,732 | ) |
Add: Finance costs | |
$ | 27,951 | |
Add: Depreciation and amortization | |
$ | 2,192 | |
Add: Income taxes | |
$ | 676 | |
EBITDA | |
$ | (83,913 | ) |
(3) |
Earnings coverage on long-term debt on an earnings basis is equal to earnings before interest and income tax expense divided by interest expense. For purposes of calculating the interest coverage ratios set forth in this prospectus, long-term debt includes the 2.75% convertible notes of $70.0 million that were issued on November 10, 2010 in its entirety as debt for the purpose of calculating the earning coverage on long term debt above, and the entire amount of the annual carrying charges for those securities would have been reflected in the calculation of the ‘Interest expense on long term debt’. The total carrying charges in relation to the 2.75% convertible notes for the 12 months period ended March 31, 2015 included in the ‘Interest expense on long term debt’ above amounted to $5.8 million. The ratio has been calculated excluding the carrying charges for the other short term interest obligations as this debt is reflected as current liabilities and is short term in nature. |
If we offer debt securities
having a term to maturity in excess of one year or any preferred shares under this prospectus and any applicable prospectus supplement,
the prospectus supplement will include earnings coverage ratios giving effect to the issuance of such securities.
CONSOLIDATED
CAPITALIZATION
Since March 31, 2015,
on a consolidated basis there have been no material changes in our share or loan capital.
There are an aggregate
of 49,510,114 common shares issued and outstanding as at the date hereof.
MARKET FOR
SECURITIES
Our common shares are
listed and posted for trading on the NYSE under the symbol “IOC”. We are also listed on the Port Moresby Stock Exchange
under the symbol “IOC” in Papua New Guinea. The following table sets forth the high and low sale prices and the trading
volumes for the common shares on a monthly basis as reported by the NYSE for the twelve-month period immediately preceding the
date of this prospectus:
|
|
Price Range |
|
|
High |
|
|
Low |
|
|
Volume (Number of Common
Shares) |
2015 |
|
|
|
|
|
|
|
|
|
|
|
|
|
June (through June 9) |
|
$ |
48.78 |
|
|
$ |
46.32 |
|
|
|
2,035,841 |
|
|
May |
|
|
52.97 |
|
|
|
45.68 |
|
|
|
4,604,263 |
|
|
April |
|
|
52.23 |
|
|
|
44.65 |
|
|
|
5,015,863 |
|
|
March |
|
|
47.48 |
|
|
|
39.65 |
|
|
|
7,155,600 |
|
|
February |
|
|
49.87 |
|
|
|
37.91 |
|
|
|
6,006,700 |
|
|
January |
|
|
50.19 |
|
|
|
33.23 |
|
|
|
11,572,100 |
|
|
2014 |
|
|
|
|
|
|
|
|
|
|
|
|
|
December |
|
|
58.01 |
|
|
|
43.66 |
|
|
|
12,053,835 |
|
|
November |
|
|
60.86 |
|
|
|
54.21 |
|
|
|
5,832,663 |
|
|
October |
|
|
56.89 |
|
|
|
43.25 |
|
|
|
8,183,236 |
|
|
September |
|
|
61.86 |
|
|
|
53.62 |
|
|
|
5,544,674 |
|
|
August |
|
|
63.32 |
|
|
|
54.50 |
|
|
|
6,312,957 |
|
|
July |
|
|
64.40 |
|
|
|
53.29 |
|
|
|
6,132,596 |
|
|
June |
|
|
68.83 |
|
|
|
60.76 |
|
|
|
5,345,148 |
|
|
May |
|
|
66.25 |
|
|
|
58.04 |
|
|
|
6,630,271 |
|
|
April |
|
|
69.81 |
|
|
|
61.06 |
|
|
|
8,462,913 |
|
|
March |
|
|
65.71 |
|
|
|
57.19 |
|
|
|
10,512,911 |
|
|
PRIOR SALES
During the 12-month
period prior to the date of this prospectus, we issued common shares or securities convertible into common shares as follows:
|
· |
no common shares were issued upon the exercise of options; |
|
· |
an aggregate of 163,010 common shares have been issued at various times upon the vesting of restricted stock units; |
|
· |
no options have been granted; |
|
· |
an aggregate of 221,542 restricted stock units have been granted at various times; and |
|
· |
an aggregate of 730,000 common shares were redeemed by us at various times with a weighted average price of $57.16 per common share. |
DESCRIPTION
OF COMMON SHARES
The following describes
the terms and provisions of our existing share capital.
Authorized Capital
Our authorized capital
consists of an unlimited number of common shares and an unlimited number of preferred shares, issuable in series, with 1,035,554
Series A Preferred Shares authorized. As of the date hereof, 49,510,114 common shares and nil Series A Preferred
Shares were issued and outstanding. We also have outstanding $70.0 million of 2.75% convertible senior notes due November 15, 2015,
which are convertible, at the option of the note holders, into 732,004 common shares as of June 10, 2015.
Common Shares
Holders of common shares are entitled to
one vote per share held at any meeting of our shareholders, to receive, out of all profits or surplus available for dividends,
any dividends declared by us on the common shares, and to receive our remaining property in the event of our liquidation, dissolution
or winding up, whether voluntary or involuntary.
Options
We have a stock incentive
plan that allows directors, executive officers, other key employees and consultants to acquire common shares. Option exercise prices
are governed by the plan rules and equal the market price for the common shares on the date the options were granted. Options granted
under the plan are generally fully exercisable after one year or more and expire five years after the grant date, although some
have shorter vesting periods. Default provisions in the plan rules provide for immediate vesting of granted options and expiry
10 years after the grant date.
As of June 10, 2015,
there were options outstanding to purchase 410,000 common shares pursuant to our stock incentive plans.
Restricted Stock Units
In addition to the
options noted above, our stock incentive plan also allows directors, executive officers, other key employees and consultants to
acquire our common shares pursuant to restricted stock units granted by us. As of June 10, 2015, restricted stock units entitling
directors, executive officers, other key employees and consultants rights to 138,434 common shares were outstanding pursuant to
our stock incentive plan. The restricted stock units provide those employees with the right to receive common shares on a one-for-one
basis on certain vesting dates. Vesting dates generally occur one, two and/or more years after grant.
Other Instruments Convertible into or Exchangeable for Our
Common Shares
We have issued $70,000,000
in principal amount of unsecured 2.75% convertible notes due November 15, 2015. The note holders have the right to convert their
note into our common shares. At June 10, 2015, rights to convert up to 732,004 common shares remained outstanding.
DESCRIPTION
OF PREFERRED SHARES
We are authorized to
issue an unlimited number of preferred shares. The preferred shares may at any time and from time to time be issued in one or more
series, each series to consist of such number of shares as may, before the issue thereof, be determined by unanimous resolution
of our board of directors. Subject to the provisions of the Business Corporations Act (Yukon), our directors may, by unanimous
resolution, fix from time to time, before the issue thereof, the designation, rights, privileges, restrictions and conditions attaching
to each series of the preferred shares.
We have authorized
the issuance of 1,035,554 Series A Preferred Shares, of which nil were outstanding as of June 10, 2015.
DESCRIPTION
OF WARRANTS
As of June 10, 2015,
there were nil warrants outstanding to purchase our common shares.
We may issue warrants
entitling the holder to purchase our debt securities, preferred shares or common shares as described in the prospectus supplement
relating to the issuance of warrants. Warrants may be issued independently or together with other of our securities and may be
attached to or separate from other securities.
The prospectus supplement
will describe the terms of any warrants offered, including the following:
| · | the number of warrants to be registered and the purchase price and manner of payment to acquire
the warrants; |
| · | a description, including amount, of the debt securities, preferred shares or common shares which
may be purchased upon exercise of the warrants; |
| · | the exercise price which must be paid to purchase the debt securities, preferred shares or common
shares upon exercise of a warrant and any provisions for changes or adjustments in the exercise price; |
| · | any date on which the warrants and the related debt securities, preferred shares or common shares
will be separately transferable; |
| · | the dates on which the right to exercise the warrants shall commence and expire and the manner
in which the warrants may be exercised; |
| · | any other material terms of the warrants; and |
| · | whether the warrants will be subject to redemption or call and the terms of such redemption or
call. |
Holders of warrants
will not have any of the rights of holders of our debt securities, preferred shares or common shares that may be purchased upon
exercise until they exercise the warrants and receive the underlying securities. These rights include the right to receive payments
of principal of, any premium on, or any interest on, the debt securities purchasable upon such exercise or to enforce the covenants
in the indentures or to receive payments of dividends on the preferred shares or common shares which may be purchased upon exercise
or to exercise any voting right.
We reserve the right
to set forth in a prospectus supplement specific terms of the warrants that are not within the options and parameters set forth
in this prospectus. In addition, to the extent that any particular terms of the warrants described in a prospectus supplement differ
from any of the terms described in this prospectus, the description of such terms set forth in this prospectus shall be deemed
to have been superseded by the description of such differing terms set forth in such prospectus supplement with respect to such
warrants.
We will not offer warrants
for sale separately to any member of the public in Canada unless the offering is in connection with and forms part of the consideration
for an acquisition or merger transaction or unless the prospectus supplement containing the specific terms of the warrants to be
offered separately is first approved for filing by the securities commissions or similar regulatory authorities in each of the
provinces and territories of Canada where the warrants will be offered for sale.
Original purchasers
are further advised that in certain provinces the statutory right of action for damages in connection with a prospectus misrepresentation
is limited to the amount paid for the convertible, exchangeable or exercisable security that was purchased under a prospectus,
and therefore a further payment at the time of conversion, exchange or exercise may not be recoverable in a statutory action for
damages. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province
for the particulars of these rights, or consult with a legal advisor. See “Purchaser’s Statutory Rights”.
DESCRIPTION
OF DEBT SECURITIES
The following description
sets forth certain general terms and provisions of the debt securities. We will provide particular terms and provisions of a series
of debt securities and a description of how the general terms and provisions described below may apply to that series in a prospectus
supplement. Prospective investors should rely on information in the applicable prospectus supplement if it is different from the
following information.
Any debt securities
will be issued under an indenture (the “Indenture”), dated August 6, 2008, between us and The Bank of
New York Mellon Trust Company, N.A., as trustee (the “Trustee”). The Indenture is subject to and
governed by the U.S. Trust Indenture Act of 1939, as amended. A form of the Indenture has been filed as an exhibit to
the U.S. Registration Statement of which this prospectus is a part and is available as described below under “Available Information”.
We may issue debt securities
and incur additional indebtedness other than through the offering of debt securities pursuant to this prospectus. This prospectus
does not qualify for issuance debt securities in respect of which the payment of principal and/or interest may be determined, in
whole or in part, by reference to one or more underlying interests including, for example, an equity or debt security, a statistical
measure of economic or financial performance including, but not limited to, any currency, consumer price or mortgage index, or
the price or value of one or more commodities, indices or other items, or any other item or formula, or any combination or basket
of the foregoing items. For greater certainty, this prospectus may qualify for issuance debt securities in respect of which the
payment of principal and/or interest may be determined, in whole or in part, by reference to published rates of a central banking
authority or one or more financial institutions, such as a prime rate or bankers’ acceptance rate, or to recognized market
benchmark interest rates such as LIBOR, EURIBOR or a U.S. Federal funds rate.
The following is a
summary of important provisions of the Indenture. For additional information, you should read the Indenture that is found as an
exhibit to the U.S. Registration Statement filed with the SEC and available on SEDAR at www.sedar.com.
General
The Indenture does
not limit the aggregate principal amount of debt securities which may be issued under the Indenture. It provides that debt securities
will be in registered form, may be issued from time to time in one or more series and may be denominated and payable in U.S. dollars
or any other currency. Certain material Canadian and United States federal income tax considerations applicable to any debt securities,
and special tax considerations applicable to the debt securities denominated in a currency or currency unit other than Canadian
or U.S. dollars, will be described in the prospectus supplement relating to the offering of debt securities.
The prospectus supplement
will set forth the following terms relating to the debt securities being offered:
| · | the title of the debt securities of the series; |
| · | any limit upon the aggregate principal amount of the debt securities of the series; |
| · | the person to whom any interest on a debt security of the series shall be payable; |
| · | the date or dates on which the principal of (and premium, if any, on) any debt securities of the
series is payable; |
| · | the rate or rates at which the debt securities will bear interest, if any, the date or dates from
which any interest will accrue, the interest payment dates on which interest will be payable and the regular record date for interest
payable on any interest payment date; |
| · | the place or places where principal and any premium and interest are payable; |
| · | the period or periods if any within which, the price or prices at which, the currency or currency
units in which and the terms and conditions upon which any debt securities of the series may be redeemed, in whole or in part,
at our option; |
| · | our obligation, if any, to redeem or purchase any debt securities of the series pursuant to any
sinking fund or analogous provisions or at the option of the holder thereof and the terms and conditions upon which debt securities
of the series may be redeemed or purchased, in whole or in part pursuant to such obligation; |
| · | if other than denominations of $1,000 and any integral multiples of $1,000, the denominations in
which the debt securities are issuable; |
| · | if the amount of principal of or any premium or interest on any debt securities of the series may
be determined with reference to an index or pursuant to a formula, the manner in which such amounts shall be determined; |
| · | the currency, currencies or currency units in which the principal of or any premium or interest
on any debt securities of the series will be payable, and any related terms; |
| · | if the principal of or any premium or interest on any debt securities of the series is to be payable,
at our election or the election of the holders, in one or more currencies or currency units other than that or those in which the
debt securities are stated to be payable, specific information relating to the currency, currencies or currency units, and the
terms and conditions relating to any such election; |
| · | if other than the entire principal amount, the portion of the principal amount of any debt securities
of the series that is payable upon acceleration of maturity; |
| · | if the principal amount payable at maturity of the debt securities of the series is not determinable
prior to maturity, the amount that is deemed to be the principal amount prior to maturity for purposes of the debt securities and
the Indenture; |
| · | if applicable, that the debt securities of the series are subject to defeasance and/or covenant
defeasance; |
| · | if applicable, that the debt securities of the series will be issued in whole or in part in the
form of one or more global securities and, if so, the depositary for the global securities, the form of any legend or legends which
will be borne by such global securities and any additional terms related to the exchange, transfer and registration of securities
issued in global form; |
| · | any addition to or change in the events of default applicable to the debt securities of the series
and any change in the right of the Trustee or the holders of the debt securities to accelerate the maturity of the debt securities
of the series; |
| · | any addition to or change in the covenants described in this prospectus applicable to the debt
securities of the series; |
| · | the extent and manner, if any, to which payment of the debt securities will be senior or subordinated
to our other indebtedness, and whether any obligations with respect to the debt securities will be granted by any other person; |
| · | whether the debt securities will be convertible into securities or other property, including our
common shares or other securities, whether in addition to, or in lieu of, any payment of principal or other amount or otherwise,
and whether at our option or otherwise, the terms and conditions relating to conversion of the debt securities, and any other provisions
relating to the conversion of the debt securities; |
| · | any provisions relating to or permitting or restricting the issuance of additional securities,
the incurring of additional indebtedness and any material negative covenants; |
| · | our obligation, if any, to pay to holders of any debt securities of the series amounts as may be
necessary so that net payments on the debt security, after deduction or withholding for or on account of any present or future
taxes and other governmental charges imposed by any taxing authority upon or as a result of payments on the securities, will not
be less than the gross amount provided in the debt security, and the terms and conditions, if any, on which we may redeem the debt
securities rather than pay such additional amounts; |
| · | whether we will undertake to list the debt securities of the series on any securities exchange
or automated interdealer quotation system; and |
| · | any other terms of the series of debt securities. |
We reserve the right
to set forth in a prospectus supplement specific terms of the debt securities that are not within the options and parameters set
forth in this prospectus. In addition, to the extent that any particular terms of the debt securities described in a prospectus
supplement differ from any of the terms described in this prospectus, the description of such terms set forth in this prospectus
shall be deemed to have been superseded by the description of such differing terms set forth in such prospectus supplement with
respect to such debt securities.
Unless otherwise indicated
in the applicable prospectus supplement, the Indenture does not afford the holders the right to tender debt securities to us for
repurchase or provide for any increase in the rate or rates of interest at which the debt securities will bear interest, in the
event we should become involved in a highly leveraged transaction or in the event of a change in control of us.
Debt securities may
be issued under the Indenture bearing no interest or interest at a rate below the prevailing market rate at the time of issuance,
and may be offered and sold at a discount below their stated principal amount. The Canadian and United States federal income tax
consequences and other special considerations applicable to any such discounted debt securities or other debt securities offered
and sold at par which are treated as having been issued at a discount for Canadian and/or United States federal income tax purposes
will be described in the applicable prospectus supplement.
Unless otherwise indicated
in the applicable prospectus supplement, we may, without the consent of the holders thereof, reopen a previous issue of a series
of debt securities and issue additional debt securities of such series.
Ranking and Other Indebtedness
Unless otherwise indicated
in an applicable prospectus supplement, the debt securities will be unsecured obligations and will rank equally and ratably with
all of our other unsecured and unsubordinated indebtedness.
As at December 31,
2014, we had outstanding $70 million aggregate principal amount of short-term and long-term debt (excluding intercompany indebtedness,
but including the 2.75% convertible notes of $70.0 million that were issued on November 10, 2010 in its entirety as debt for the
purpose of this calculation). The debt securities issued under this prospectus will be structurally subordinated to all existing
and future liabilities, including trade payables and other indebtedness of our subsidiaries.
Form, Denominations and Exchange
Unless otherwise specified
in the applicable prospectus supplement, debt securities will be issuable solely as registered securities without coupons in denominations
of $1,000 and integral multiples of $1,000, or in such other denominations as may be set out in the terms of the debt securities
of any particular series. The Indenture also provides that debt securities of a series may be issuable in global form.
Registered securities
of any series will be exchangeable for other registered securities of the same series and of a like aggregate principal amount
and tenor of different authorized denominations.
The applicable prospectus
supplement may indicate the places to register a transfer of debt securities, if other than the corporate trust office of the Trustee.
Except for certain restrictions set forth in the Indenture, no service charge will be made for any registration of transfer or
exchange of the debt securities, but we may, in certain instances, require a sum sufficient to cover any tax or other governmental
charges payable in connection with these transactions.
We shall not be required
to: (i) issue, register the transfer of or exchange debt securities of any series during a period beginning at the opening
of business 15 days before the mailing of a notice of redemption of debt securities of that series to be redeemed and ending
at the close of business on the day of mailing of the relevant notice of redemption; (ii) register the transfer of or exchange
any registered security, or portion thereof, called for redemption, except the unredeemed portion of any registered security being
redeemed in part; or (iii) issue, register the transfer of or exchange any debt securities which have been surrendered for
repayment at the option of the holder, except the portion, if any, thereof not to be so repaid.
Payment
Unless otherwise indicated
in the applicable prospectus supplement, payment of principal of and premium, if any, and interest, if any, on debt securities
will be made at the corporate trust office of the Trustee, The Bank of New York Trust Company, N.A., New York, New York 10005,
or we may choose to pay principal, interest and any premium by (i) check mailed or delivered to the address of the person
entitled at the address appearing in the security register of the Trustee or (ii) wire transfer to an account located in the
United States of the person entitled to receive payments as specified in the securities register.
Unless otherwise indicated
in the applicable prospectus supplement, payment of any interest will be made to the persons in whose name the debt securities
are registered at the close of business on the day or days specified by us.
Global Securities
The registered debt
securities of a series may be issued in whole or in part in global form (a “Global Security”) and will
be registered in the name of and be deposited with a depository (the “Depositary”), or its nominee, each
of which will be identified in the prospectus supplement, if the depository is other than The Depository Trust Company (“DTC”)
and if the Trustee’s nominee is other than Cede & Co. Unless and until exchanged, in whole or in part, for debt
securities in definitive registered form, a Global Security may not be transferred except as a whole by the Depositary for such
Global Security to a nominee of the Depositary, by a nominee of the Depositary to the Depositary or another nominee of the Depositary
or by the Depositary or any such nominee to a successor of the Depositary or a nominee of the successor.
Unless otherwise indicated
in an applicable prospectus supplement with respect to a series of debt securities, DTC, New York, New York, will act as the depositary
for the debt securities. The debt securities will be issued as fully-registered securities registered in the name of Cede &
Co., DTC’s nominee. DTC is a limited-purpose trust company organized under the New York Banking Law, a “banking organization”
within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within
the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions
of Section 17A of the U.S. Exchange Act. Direct participants in DTC include securities brokers and dealers, banks, trust
companies, clearing corporations, and certain other organizations.
If other than as described
below, the specific terms of the depository arrangement with respect to any portion of a particular series of debt securities to
be represented by a Global Security will be described in the prospectus supplement relating to such series. We anticipate that
the following provisions will apply to all depository arrangements.
Upon the issuance of
a Global Security, the Depositary therefor or its nominee will credit, on its book entry and registration system, the respective
principal amounts of the debt securities represented by the Global Security to the accounts of such persons having accounts with
such Depositary or its nominee (“participants”). Such accounts shall be designated by the underwriters,
dealers or agents participating in the distribution of the debt securities or by us if such debt securities are offered and sold
directly by us. Ownership of beneficial interests in a Global Security will be limited to participants or persons that may hold
beneficial interests through participants. Ownership of beneficial interests in a Global Security will be shown on, and the transfer
of that ownership will be effected only through, records maintained by the Depositary therefor or its nominee (with respect to
interests of participants) or by participants or persons that hold through participants (with respect to interests of persons other
than participants). The laws of some states in the United States may require that certain purchasers of securities take physical
delivery of such securities in definitive form.
So long as the Depositary
for a Global Security or its nominee is the registered owner of the Global Security, such Depositary or such nominee, as the case
may be, will be considered the sole owner or holder of the debt securities represented by the Global Security for all purposes
under the Indenture. Except as provided below, owners of beneficial interests in a Global Security will not be entitled to have
debt securities of the series represented by the Global Security registered in their names, will not receive or be entitled to
receive physical delivery of debt securities of such series in definitive form and will not be considered the owners or holders
thereof under the Indenture.
Beneficial owners will
not receive certificates representing their ownership interests in debt securities, except in the event that use of the book-entry
system for the debt securities is discontinued or if there has occurred and be continuing an event of default under the Indenture.
The Depositary will have no knowledge of the actual beneficial owners of the debt securities; the Depositary’s records will
reflect only the identity of the direct participants to whose accounts the debt securities are credited, which may or may not be
the beneficial owners. The direct and indirect participants will remain responsible for keeping account of their holdings on behalf
of their customers.
Any payments of principal,
premium, if any, and interest on Global Securities registered in the name of a Depositary or its nominee will be made to the Depositary
or its nominee, as the case may be, as the registered owner of the Global Security representing such debt securities. None of us,
the Trustee or any paying agent for debt securities represented by the Global Securities will have any responsibility or liability
for any aspect of the records relating to or payments made on account of beneficial ownership interests of the Global Security
or for maintaining, supervising or reviewing any records relating to such beneficial ownership interests.
We expect that the
Depositary for a Global Security or its nominee, upon receipt of any payment of principal, premium or interest, will credit participants’
accounts with payments in amounts proportionate to their respective beneficial interests in the principal amount of the Global
Security as shown on the records of such Depositary or its nominee. We also expect that payments by participants to owners of beneficial
interests in a Global Security held through such participants will be governed by standing instructions and customary practices,
as is now the case with securities held for the accounts of customers registered in “street name”, and will be the
responsibility of such participants.
Conveyance of notices
and other communications by the Depositary to direct participants, by direct participants to indirect participants, and by direct
and indirect participants to beneficial owners will be governed by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time. Beneficial owners of debt securities may wish to take certain steps to augment
transmission to them of notices of significant events with respect to the debt securities, such as redemptions, tenders, defaults,
and proposed amendments to the Indenture.
Any redemption notices
relating to the debt securities will be sent to the Depositary. If less than all of the debt securities of a series are being redeemed,
the Depositary may determine by lot the amount of the interest of each direct participant in the series to be redeemed. Neither
the Depositary nor its nominee will consent or vote with respect to debt securities unless authorized by a direct participant in
accordance with the Depositary’s procedures. Under its procedures, the Depositary may send a proxy to us as soon as possible
after the record date for a consent or vote. The proxy would assign the Depositary’s nominee’s consenting or voting
rights to those direct participants to whose accounts the debt securities are credited on the relevant record date.
No Global Security
may be exchanged in whole or in part, and no transfer of a Global Security in whole or in part may be registered, in the name of
any person other than the Depositary for the Global Security or its nominee unless (1) the Depositary (A) has notified
us that it is unwilling or unable to continue as Depositary for the Global Security or (B) has ceased to be a clearing agency
registered under the U.S. Exchange Act, or (2) there shall have occurred and be continuing an event of default under
the Indenture.
Covenants
Except to the extent
that covenants are modified, deleted or added with respect to any series of debt securities, as provided in an applicable prospectus
supplement with respect to such series of debt securities, we will covenant with respect to each series of debt securities to:
| · | duly and punctually pay amounts due on the debt securities; |
| · | maintain an office or agency where debt securities may be presented or surrendered for payment,
where debt securities may be surrendered for registration of transfer or exchange and where notices and demands to us may be served; |
| · | deliver to the Trustee, within 120 days after the end of each fiscal year, a certificate stating
whether or not we are in default under the Indenture; |
| · | pay before delinquency, taxes, assessments and governmental charges and lawful claims for labour,
materials and supplies which, if unpaid, might by law become a lien upon our property, subject to our right to contest the validity
of a charge, assessment or claim in good faith; and |
| · | maintain and keep in good condition properties used or useful in the conduct of our business and
make necessary repairs and improvements as in our judgment are necessary to carry on our business; provided, that we may discontinue
operating or maintaining any of our properties if, in our judgment, the discontinuance is desirable in the conduct of our business
and not disadvantageous in any material respect to the holders of the debt securities. |
Subject to the provision
described under the heading “Description of Debt Securities— Mergers, Consolidations and Sales of Assets”
below, we will also covenant that we will do all things necessary to preserve and keep in full force and effect our existence,
rights and franchises; provided that we are not required to preserve any right or franchise if the board of directors determines
that preservation of the right or franchise is no longer desirable in the conduct of our business and that its loss is not disadvantageous
in any material respect to the holders of the debt securities.
Waiver of Covenants
Except as otherwise
provided in an applicable prospectus supplement with respect to any series of debt securities under the Indenture, we may omit
in any particular instance to comply with any term, provision or condition in any covenant for such series, if before the time
for such compliance the holders of a majority in principal amount of the outstanding securities of the series waive compliance
with the applicable term, provision or condition.
Mergers, Consolidations and Sales of Assets
We may consolidate
or amalgamate with or merge into or enter into any statutory arrangement for such purpose with any other person or convey, transfer
or lease our properties and assets substantially as an entirety to any person, so long as, among other requirements:
| · | the successor to the consolidation, amalgamation, merger or arrangement is organized under the
laws of Canada, or any Province or Territory, the United States of America, or any State or the District of Columbia, and expressly
assumes the obligation to pay the principal of and any premium and interest on all of the debt securities and perform or observe
the covenants and obligations contained in the Indenture; |
| · | immediately after giving effect to the transaction, no Event of Default (as defined below), or
event which, after notice or lapse of time or both, would become an Event of Default, will have happened and be continuing; and |
| · | if, as a result of any such consolidation, amalgamation, merger or arrangement, our properties
or assets would become subject to a mortgage, pledge, lien, security interest or other encumbrance which would not be permitted
by the Indenture, we or our successor, as the case may be, shall take such steps as shall be necessary effectively to secure the
debt securities equally and ratably with (or prior to) all indebtedness secured thereby. |
Upon any consolidation,
amalgamation, merger or arrangement of us or conveyance, transfer or lease of our properties and assets substantially as an entirety,
our successor will succeed to every one of our rights and powers under the Indenture, and we will be relieved of all obligations
and covenants under the Indenture and the debt securities.
Redemption
If and to the extent
specified in an applicable prospectus supplement, the debt securities of a series will be subject to redemption at the time or
times specified therein, at a redemption price equal to the principal amount thereof together with accrued and unpaid interest
to the date fixed for redemption, upon the giving of a notice. Notice of redemption of the debt securities of such series will
be given once not more than 60 nor less than 30 days prior to the date fixed for redemption and will specify the date fixed
for redemption.
Provision of Financial Information
We will file with the
Trustee, within 15 days after it files them with the SEC, copies of our annual report and of the information, documents and
other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) which we are
required to file with the SEC pursuant to Section 13 or 15(d) of the U.S. Exchange Act. If we are not required to file
such information, documents or reports with the SEC, then we will file with the Trustee such periodic reports as we file with the
securities commission or corresponding securities regulatory authority in the Province of Alberta within 15 days after we
file them with such securities commissions or securities regulatory authorities.
Events of Default
Unless otherwise specified
in an applicable prospectus supplement relating to a particular series of debt securities, the following events are defined in
the Indenture as “Events of Default” with respect to debt securities of any series:
| · | our failure to pay when due the principal of or premium (if any) on any debt securities or, if
the debt securities are convertible into other securities, any amounts due upon the conversion of the debt securities; |
| · | our failure, continuing for 30 days, to pay any interest due on any debt securities; |
| · | the breach or violation of any covenant or agreement which affects or is applicable to the securities
of that series which continues for a period of 90 days after notice from the Trustee or from holders of at least 25% in principal
amount of all outstanding debt securities of any series affected thereby; |
| · | certain events of bankruptcy, insolvency or reorganization involving us; or |
| · | any other Event of Default provided with respect to debt securities of that series. |
If an Event of Default
occurs and is continuing with respect to any series of debt securities, then and in every such case the Trustee or the holders
of at least 25% in aggregate principal amount of the outstanding debt securities of such affected series may, subject to any subordination
provisions thereof, declare the entire principal amount (or, if the debt securities of that series are original issue discount
debt securities, such portion of the principal amount as may be specified in the terms of that series) of all debt securities of
such series and all interest thereon to be immediately due and payable. If, however, the event of default is an event of bankruptcy,
insolvency or reorganization, the principal amount of the series of securities shall automatically become immediately due and payable.
However, at any time after a declaration of acceleration with respect to any series of debt securities has been made, but before
a judgment or decree for payment of the money due has been obtained, the holders of a majority in principal amount of the outstanding
debt securities of that series (or in the case of certain events of bankruptcy, insolvency or reorganization, the holders of all
outstanding debt securities), by written notice to us and the Trustee under certain circumstances (which include payment or deposit
with the Trustee of outstanding principal, premium and interest, unless the prospectus supplement applicable to an issue of debt
securities otherwise provides), may rescind and annul such acceleration.
The Indenture provides
that, subject to the duty of the Trustee during default to act with the required standard of care, the Trustee shall be under no
obligation to exercise any of its rights and powers under the Indenture at the request or direction of any of the holders, unless
such holders shall have offered to the Trustee reasonable indemnity. Subject to such provisions for indemnification of the Trustee
and certain other limitations set forth in the Indenture, the holders of a majority in principal amount of the outstanding debt
securities of all series affected by an Event of Default shall have the right to direct the time, method and place of conducting
any proceeding for any remedy available to the Trustee, or exercising any trust or power conferred on the Trustee, with respect
to the debt securities of all series affected by such Event of Default.
No holder of a debt
security of any series will have any right to institute any proceeding with respect to the Indenture, or for the appointment of
a receiver or a Trustee, or for any other remedy thereunder, unless (a) such holder has previously given to the Trustee written
notice of a continuing Event of Default with respect to the debt securities of such series affected by such Event of Default, (b) the
holders of at least 25% in aggregate principal amount of the outstanding debt securities of such series affected by such Event
of Default have made written request, and such holder or holders have offered reasonable indemnity, to the Trustee to institute
such proceeding as Trustee, and (c) the Trustee has failed to institute such proceeding, and has not received from the holders
of a majority in aggregate principal amount of the outstanding debt securities of such series affected by such Event of Default
a direction inconsistent with such request, within 60 days after such notice, request and offer. However, such limitations
do not apply to a suit instituted by the holder of a debt security for the enforcement of payment of the principal of or any premium
or interest on such debt security on or after the applicable due date specified in such debt security.
Modification and Waiver
Modifications and amendments
of the Indenture may be made by us and the Trustee with the consent of the holders of a majority in principal amount of the outstanding
debt securities of each series issued under the Indenture affected by such modification or amendment; provided, however, that no
such modification or amendment may, without the consent of the holder of each outstanding debt security of such affected series:
| · | change the stated maturity of the principal of, or any installment of interest, if any, on any
debt security; |
| · | reduce the principal amount of, or the premium, if any, or the rate of interest, if any, on any
debt security; |
| · | change the place of payment; |
| · | change the currency or currency unit of payment of principal of (or premium, if any) or interest,
if any, on any debt security; |
| · | impair the right to institute suit for the enforcement of any payment on or with respect to any
debt security; |
| · | adversely affect any right to convert or exchange any debt security; |
| · | reduce the percentage of principal amount of outstanding debt securities of such series, the consent
of the holders of which is required for modification or amendment of the Indenture or for waiver of compliance with certain provisions
of the Indenture or for waiver of certain defaults; |
| · | modify the provisions of the Indenture relating to subordination in a manner that adversely affects
the rights of the holders of debt securities; or |
| · | modify any provisions of the Indenture relating to the modification and amendment of the Indenture
or the waiver of past defaults or covenants except as otherwise specified in the Indenture. |
The holders of a majority
in principal amount of the outstanding debt securities of any series may on behalf of the holders of all debt securities of that
series waive, insofar as that series is concerned, compliance by us with certain restrictive provisions of the Indenture, including
the covenants and Events of Default. The holders of a majority in principal amount of outstanding debt securities of any series
may waive any past Event of Default under the Indenture with respect to that series, except an Event of Default in the payment
of the principal of (or premium, if any) and interest, if any, on any debt security of that series or in respect of a provision
which under the Indenture cannot be modified or amended without the consent of the holder of each outstanding debt security of
that series. The Indenture or the debt securities may be amended or supplemented, without the consent of any holder of debt securities,
in order, among other purposes, to cure any ambiguity or inconsistency or to make any change that does not have an adverse effect
on the rights of any holder of debt securities.
Defeasance
The Indenture provides
that, at our option, we will be discharged from any and all obligations in respect of the outstanding debt securities of any series
upon irrevocable deposit with the Trustee, in trust, of money and/or U.S. government securities which will provide money in
an amount sufficient in the opinion of a nationally recognized firm of independent public accountants to pay the principal of and
premium, if any, and each installment of interest, if any, on the outstanding debt securities of such series (“Defeasance”)
(except with respect to the authentication, transfer, exchange or replacement of debt securities or the maintenance of a place
of payment and certain other obligations set forth in the Indenture). Such trust may only be established if, among other things:
| · | we have delivered to the Trustee an opinion of counsel in the United States stating that (a) we
have received from, or there has been published by, the Internal Revenue Service a ruling, or (b) since the date of execution
of the Indenture, there has been a change in the applicable United States federal income tax law, in either case to the effect
that the holders of the outstanding debt securities of such series will not recognize income, gain or loss for United States federal
income tax purposes as a result of such Defeasance and will be subject to United States federal income tax on the same amounts,
in the same manner and at the same times as would have been the case if such Defeasance had not occurred; |
| · | we have delivered to the Trustee an opinion of counsel in Canada or a ruling from the Canada Revenue
Agency (“CRA”) to the effect that the holders of such outstanding debt securities of such series will
not recognize income, gain or loss for Canadian federal, provincial or territorial income or other tax purposes as a result of
such Defeasance and will be subject to Canadian federal or provincial income and other tax on the same amounts, in the same manner
and at the same times as would have been the case had such Defeasance not occurred (and for the purposes of such opinion, such
Canadian counsel shall assume that holders of the outstanding debt securities of such series include holders who are not resident
in Canada); |
| · | no Event of Default or event that, with the passing of time or the giving of notice, or both, shall
constitute an Event of Default shall have occurred and be continuing on the date of such deposit; |
| · | we are not an “insolvent person” within the meaning of the Bankruptcy and Insolvency
Act (Canada); |
| · | we have delivered to the Trustee an opinion of counsel to the effect that such deposit shall not
cause the Trustee or the trust so created to be subject to the United States Investment Company Act of 1940, as amended; and |
| · | other customary conditions precedent are satisfied. |
We may exercise our
Defeasance option notwithstanding our prior exercise of our Covenant Defeasance option described in the following paragraph if
we meet the conditions described in the preceding sentence at the time we exercise the Defeasance option.
The Indenture provides
that, at our option, we may omit to comply with covenants, including the covenants described above under the heading “Description
of Debt Securities—Covenants”, and such omission shall not be deemed to be an Event of Default under the Indenture
and the outstanding debt securities upon irrevocable deposit with the Trustee, in trust, of money and/or U.S. government securities
which will provide money in an amount sufficient in the opinion of a nationally recognized firm of independent public accountants
to pay the principal of and premium, if any, and each installment of interest, if any, on the outstanding debt securities (“Covenant
Defeasance”). If we exercise our Covenant Defeasance option, the obligations under the Indenture other than with
respect to such covenants and the Events of Default other than with respect to such covenants shall remain in full force and effect.
Such trust may only be established if, among other things:
| · | we have delivered to the Trustee an opinion of counsel in the United States to the effect that
the holders of the outstanding debt securities will not recognize income, gain or loss for United States federal income tax purposes
as a result of such Covenant Defeasance and will be subject to United States federal income tax on the same amounts, in the same
manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; |
| · | we have delivered to the Trustee an opinion of counsel in Canada or a ruling from the CRA to the
effect that the holders of such outstanding debt securities will not recognize income, gain or loss for Canadian federal, provincial
or territorial income or other tax purposes as a result of such Covenant Defeasance and will be subject to Canadian federal or
provincial income and other tax on the same amounts, in the same manner and at the same times as would have been the case had such
Covenant Defeasance not occurred (and for the purposes of such opinion, such Canadian counsel shall assume that holders of the
outstanding debt securities include holders who are not resident in Canada); |
| · | no Event of Default or event that, with the passing of time or the giving of notice, or both, shall
constitute an Event of Default shall have occurred and be continuing on the date of such deposit; |
| · | we are not an “insolvent person” within the meaning of the Bankruptcy and Insolvency
Act (Canada); |
| · | we have delivered to the Trustee an opinion of counsel to the effect that such deposit shall not
cause the Trustee or the trust so created to be subject to the United States Investment Company Act of 1940, as amended; and |
| · | other customary conditions precedent are satisfied. |
Consent to Jurisdiction and Service
Under the Indenture,
we agree to appoint CT Corporation System, 111 Eighth Avenue, 13th Floor, New York, New York 10011, as our authorized agent
for service of process in any suit or proceeding arising out of or relating to the debt securities or the Indenture and for actions
brought under federal or state securities laws in any federal or state court located in the city of New York, and irrevocably submit
to such jurisdiction.
Governing Law
The debt securities
and the Indenture will be governed by and construed in accordance with the laws of the State of New York.
PLAN OF
DISTRIBUTION
We may sell securities
to or through underwriters or dealers and also may sell securities directly to purchasers pursuant to applicable statutory exemptions
or through agents. Only those underwriters, dealers or agents named in a prospectus supplement will be the underwriters, dealers
or agents in connection with the securities offered thereby.
The distribution of
securities may be effected from time to time in one or more transactions at a fixed price or non-fixed prices, which may be changed,
at market prices prevailing at the time of sale, or at prices to be negotiated with purchasers, underwriters, dealers or agents,
as applicable.
The prospectus supplement
relating to a particular offering of securities will also set forth the terms of the offering of the securities, including to the
extent applicable, the initial offering price, the proceeds to us, the name or names of any underwriter, dealers or agents, the
underwriting concessions or commissions, and any fees, discounts or concessions to be allowed or re-allowed to such underwriters,
dealers or agents.
In connection with
the sale of securities, underwriters may receive compensation from us or from purchasers of the securities for whom they may act
as agents in the form of discounts, concessions or commissions. Any such commissions will be paid out of our general funds. Underwriters,
dealers and agents that participate in the distribution of securities may be deemed to be underwriters and any discounts or commissions
received by them from us and any profit on the resale of securities by them may be deemed to be underwriting discounts and commissions
under applicable securities legislation.
Any offering of debt
securities will be a new issue of securities with no established trading market. Unless otherwise specified in the applicable prospectus
supplement, the debt securities will not be listed on any securities exchange. Unless otherwise specified in the applicable
prospectus supplement, there is no market through which the debt securities, preferred shares or warrants may be sold and purchasers
may not be able to resell debt securities, preferred shares or warrants purchased under this prospectus or the applicable prospectus
supplement. This may affect the pricing of the debt securities, preferred shares or warrants in the secondary market, the transparency
and availability of trading prices, the liquidity of the securities, and the extent of issuer regulation. Certain dealers may
make a market in the debt securities but will not be obligated to do so and may discontinue any market making at any time without
notice. No assurance can be given that any dealer will make a market in the debt securities or as to the liquidity of the trading
market, if any, for the debt securities.
Under agreements which
may be entered into by us, underwriters, dealers and agents who participate in the distribution of securities may be entitled to
indemnification by us against certain liabilities, including liabilities under securities legislation, or to contribution with
respect to payments which such underwriters, dealers or agents may be required to make in respect thereof. The underwriters, dealers
and agents with whom we enter into agreements may be customers of, engage in transactions with or perform services for us in the
original course of business.
In connection with
any offering of securities, underwriters who participate in the distribution of securities may over-allot or effect transactions
which stabilize or maintain the market price of the securities offered at a level above that which might otherwise prevail in the
open market. Such transactions, if commenced, may be discontinued at any time.
CERTAIN
INCOME TAX CONSIDERATIONS
Owning any of our securities
may subject you to tax consequences both in the United States and Canada. Although the applicable prospectus supplement may describe
certain Canadian and United States federal income tax consequences of the acquisition, ownership and disposition of any securities
offered under this prospectus by an initial investor, the prospectus supplement may not describe these tax consequences fully.
You should consult your own tax advisor with respect to your particular circumstances.
LEGAL MATTERS
Unless otherwise specified
in the prospectus supplement relating to any offering of securities, certain legal matters relating to the offering of the securities
will be passed upon for us by Stikeman Elliott LLP. Certain U.S. legal matters, to the extent they are addressed in any prospectus
supplement, will be passed upon for us by Haynes and Boone, LLP.
The partners and associates
of each of Stikeman Elliott LLP and Haynes and Boone, LLP, as a group, beneficially own, directly or indirectly, less than 1% of
our outstanding securities as at the date hereof.
EXPERTS
The consolidated financial
statements and management’s assessment of the effectiveness of internal control over financial reporting (which is included
in Management’s Report on Internal Control over Financial Reporting) incorporated in this prospectus by reference to the
Annual Financial Statements (which also constitutes an annual information form) have been so incorporated in reliance on the report
dated March 17, 2015 of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of
said firm as experts in auditing and accounting. For information regarding PricewaterhouseCoopers, see “Interests of Experts”
in our Annual Information Form.
Information relating
to our resources incorporated by reference into this prospectus was evaluated by GLJ Petroleum Consultants Limited, as independent
qualified reserves evaluators, and incorporated by reference herein in reliance upon the authority of said firm as experts in resources.
For information regarding GLJ Petroleum Consultants Limited, see “Interests of Experts” in our Annual Information Form.
DOCUMENTS
FILED AS PART OF THE U.S. REGISTRATION STATEMENT
The
following documents have been filed with the SEC as part of the U.S. Registration Statement of which this prospectus forms a
part: (i) the documents referred to under the heading “Documents Incorporated by Reference”; (ii) the
consent of PricewaterhouseCoopers; (iii) the consent of GLJ Petroleum Consultants Limited; (iv) powers of attorney of our
directors and certain officers; (v) the Indenture and (vi) the statement of eligibility on Form T-1 of the Trustee.
AVAILABLE
INFORMATION
Copies of the documents
incorporated herein by reference may be obtained on request without charge from our Corporate Secretary (telephone: +65 6507 0200),
or by accessing the disclosure documents available through SEDAR which can be accessed at www.sedar.com, for Canadian filings,
and the EDGAR system, which can be accessed at www.sec.gov, for U.S. filings.
We are subject to the
informational requirements of the U.S. Exchange Act, and in accordance therewith file reports and other information with the
SEC. Under the multijurisdictional disclosure system adopted by the United States and Canada, such reports and other information
may be prepared in accordance with the disclosure requirements of Canada, which requirements are different from those of the United
States. As a foreign private issuer, we are exempt from the rules under the Exchange Act prescribing the furnishing and content
of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit
recovery provisions contained in Section 16 of the Exchange Act. Reports and other information filed by us with the SEC may be
inspected and copied at the public reference facilities maintained by the SEC in the SEC’s public reference room at 100 F
Street, N.E., Washington, D.C., 20549 by paying a fee. Prospective investors may call the SEC at 1-800-SEC-0330 or access its website
at www.sec.gov for further information regarding the public reference facilities.
AUDITORS,
TRANSFER AGENT AND REGISTRAR
Our auditors are PricewaterhouseCoopers,
Sydney, Australia.
The transfer agent
and registrar for our common shares is Computershare Investor Services Inc. of Canada at its principal transfer office in Toronto,
Ontario.
PURCHASER’S
STATUTORY RIGHTS
Securities legislation
in certain of the provinces of Canada provides purchasers with the right to withdraw from an agreement to purchase securities.
This right may be exercised within two business days after receipt or deemed receipt of a prospectus, the accompanying prospectus
supplement relating to securities purchased by a purchaser and any amendment thereto. In several of the provinces of Canada, the
securities legislation further provides a purchaser with remedies for rescission or, in some jurisdictions, revision of the price
of damages if the prospectus, the accompanying prospectus supplement relating to securities purchased by a purchaser and any amendment
thereto contains a misrepresentation or are not delivered to the purchaser, provided that the remedies for rescission, revision
of price or damages are exercised by the purchaser within the time limit prescribed by the securities legislation of the purchaser’s
province. The purchaser should refer to any applicable provisions of the securities legislation of the purchaser’s province
for the particulars of these rights or consult with a legal advisor.
In an offering of convertible,
exchangeable or exercisable securities, investors are cautioned that the statutory right of action for damages for a misrepresentation
contained in the prospectus is limited, in certain provincial securities legislation, to the price at which the convertible, exchangeable
or exercisable securities is offered to the public under the prospectus offering. This means that, under the securities legislation
of certain provinces, if the purchaser pays additional amounts upon conversion, exchange or exercise of the security, those amounts
may not be recoverable under the statutory right of action for damages that applies in those provinces. The purchaser should refer
to any applicable provisions of the securities legislation of the purchaser's province for the particulars of this right of action
for damages or consult with a legal advisor.
Original purchasers
of convertible, exchangeable or exercisable securities will have a contractual right of rescission against us. The contractual
right of rescission will entitle such original purchasers to receive the amount paid upon conversion, exchange or exercise of the
security or the amount paid for the convertible, exchangeable or exercisable security, as the case may be, upon surrender of the
underlying securities gained thereby, in the event that this prospectus (as supplemented or amended) contains a misrepresentation,
provided that both the conversion, exchange or exercise occurs, and the right of rescission is exercised, within 180 days of the
date of the purchase of the convertible, exchangeable or exercisable security under this prospectus (as supplemented or amended).
This contractual right of rescission will be consistent with the statutory right of rescission described under section 203 of the
Securities Act (Alberta), and is in addition to any other right or remedy available to original purchasers under section
203 of the Securities Act (Alberta) or otherwise at law.
CERTIFICATE
OF THE CORPORATION
Dated: June 10, 2015
This prospectus, together
with the documents incorporated in this prospectus by reference, will, as of the date of the last supplement to this prospectus
relating to the securities offered by this prospectus and the supplement(s), constitute full, true and plain disclosure of all
material facts relating to the securities offered by this prospectus and the supplement(s) as required by the securities legislation
in the Province of Alberta.
|
“Michael Hession” |
“Donald Spector” |
|
Chief Executive Officer |
Chief Financial Officer |
On behalf of the Board of Directors
|
“Roger Lewis” |
“Chris Finlayson” |
|
Director |
Chairman |
PART II
INFORMATION NOT REQUIRED TO BE DELIVERED
TO OFFEREES OR PURCHASERS
INDEMNIFICATION
Sections 5.1 to
5.4 of the Bylaws of the Company provides, with regard to indemnity and insurance under the Business Corporations Act of the Yukon
Territory, Canada (the “Act”), in part as follows:
“5.1 Indemnification
of Directors and Officers against actions by Third Parties. Except in respect of an action by or on behalf of the
Corporation or body corporate to procure a judgment in its favour, the Corporation shall indemnify a director or officer of the
Corporation, a former director or officer of the Corporation or a person who acts or acted at the Corporation’s request as
a director or officer of a body corporate of which the Corporation is or was a shareholder or creditor, or a person who undertakes
or has undertaken any liability on behalf of the Corporation or any such body corporate, and his heirs and legal representatives,
against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred
by him in respect of any civil, criminal or administrative action or proceeding to which he is made a party by reason of being
or having been a director or officer of that Corporation or body corporate, if:
a) He
acted honestly and in good faith with a view to the best interests of the Corporation; and
b) In
the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, he had reasonable grounds
for believing that his conduct was lawful.
5.2 Indemnification
of Directors and Officers against actions by the Corporation. The Corporation shall, with the approval of the Supreme
Court of the Yukon Territory, indemnify a person referred to in paragraph 5.1 in respect of an action by or on behalf of the
Corporation or body corporate to procure a judgment in its favour, to which he is made a party by reason of being or having been
a director or an officer of the Corporation or body corporate, against all costs, charges and expenses reasonably incurred by him
in connection with the action if he fulfills the conditions set out in subparagraphs 5.1(a) and (b).
5.3 Right
of Indemnity not Exclusive. The provisions for indemnification contained in the Bylaws shall not be deemed exclusive
of any other rights to which a person seeking indemnification may be entitled under any Bylaw, agreement, vote of shareholders
or disinterested directors or otherwise, both as to an action in his official capacity and as to an action in any other capacity
while holding such office. This section shall also apply to a person who has ceased to be a director or officer, and shall enure
to the benefit of the heirs and legal representatives of such person.
5.4 Insurance. Subject
to the limitations contained in the Act, the Corporation may purchase and maintain such insurance for the benefit of its directors
and officers as the Board may from time to time determine.”
The provisions of sections 5.1
and 5.2 of the Company’s by-laws are in accordance with sections 126 (1) and (2) of the Act, which deal with
Indemnification of Directors and Officers against actions by Third Parties and Indemnification of Directors and Officers against
actions by the Corporation, respectively.
The provisions of section 5.4
of the Company’s by-laws are subject to the provisions of section 126(4) of the Act which provides that the insured
must have acted honestly and in good faith with a view to the best interests of the Company.”
Insofar as indemnification
for liabilities arising from the Securities Act of 1933 may be permitted to directors, officers or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed that in the opinion of the U.S. Securities and
Exchange Commission such indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is
therefore unenforceable.
EXHIBIT INDEX
Exhibit
Number |
|
Description |
4.1 |
|
The information circular of InterOil, dated May 1, 2015, relating to our annual general meeting of shareholders to be held on June 9, 2015 (incorporated by reference to the Registrant’s Current Report on Form 6-K filed with the Commission on May 1, 2015 (file no. 001-32179)). |
|
|
|
4.2 |
|
The annual information form of InterOil, dated March 17, 2015, for the year ended December 31, 2014 (incorporated by reference to the Registrant’s Annual Report on Form 40-F filed with the Commission on March 17, 2015 (file no. 001-32179)). |
|
|
|
4.3 |
|
Management’s discussion and analysis of InterOil dated March 17, 2015 for the year ended December 31, 2014 (incorporated by reference to the Registrant’s Annual Report on Form 40-F filed with the Commission on March 17, 2015 (file no. 001-32179)). |
|
|
|
4.4 |
|
The audited consolidated balance sheets as at December 31, 2014, 2013 and 2012, and the related consolidated statements of income, comprehensive income, changes in equity and cash flows for each of the years in the three year period ended December 31, 2014, together with the auditors’ report thereon dated March 17, 2015 (incorporated by reference to the Registrant’s Annual Report on Form 40-F filed with the Commission on March 17, 2015 (file no. 001-32179)). |
|
|
|
4.5 |
|
Management’s discussion and analysis of InterOil, dated May 12, 2015 for the three month period ended March 31, 2015 (incorporated by reference to the Registrant’s Current Report on Form 6-K filed with the Commission on May 12, 2015 (file no. 001-32179)). |
|
|
|
4.6 |
|
The unaudited condensed consolidated interim financial statements for InterOil for the three month period ended March 31, 2015 and 2014, together with the notes thereto (incorporated by reference to the Registrant’s Current Report on Form 6-K filed with the Commission on May 12, 2015 (file no. 001-32179)). |
|
|
|
4.7 |
|
Material change report of InterOil dated March 20, 2015 (incorporated by reference to the Registrant’s Current Report on Form 6-K filed with the Commission on March 20, 2015 (file no. 001-32179)). |
|
|
|
5.1 |
|
Consent of PricewaterhouseCoopers* |
|
|
|
5.2 |
|
Consent of GLJ Petroleum Consultants Limited* |
|
|
|
6.1 |
|
Power of Attorney (included on the signature page of this Registration Statement)* |
|
|
|
7.1 |
|
Indenture, dated August 6, 2008, between InterOil and The Bank
of New York Mellon Trust Company, N.A. (incorporated by reference to Exhibit 4.15 to Amendment No. 1 to the Registrant’s
Registration Statement on Form F-10 filed with the Commission on August 7, 2008 (registration no. 333-152459)). |
|
|
|
7.2 |
|
Statement of Eligibility under the Trust Indenture Act of 1939
of The Bank of New York Mellon Trust Company, N.A. on Form T-1* |
PART III
UNDERTAKING AND CONSENT TO SERVICE OF
PROCESS
ITEM 1. UNDERTAKING.
The Company undertakes
to make available, in person or by telephone, representatives to respond to inquiries made by the SEC staff, and to furnish promptly,
when requested to do so by the SEC staff, information relating to the securities registered pursuant to Form F-10 or to transactions
in said securities.
ITEM 2. CONSENT TO SERVICE OF PROCESS.
Concurrently with the filing of this Registration
Statement on Form F-10, the Company is filing with the SEC a written irrevocable consent and power of attorney on Form F-X.
Any change to the name or address of the
agent for service of the Company or the Trustee shall be communicated promptly to the SEC by amendment of the Form F-X referencing
the file number of this Registration Statement.
SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the Company certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on this Form F-10 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in Singapore, on the 10th day of June, 2015.
|
INTEROIL CORPORATION |
|
|
|
|
By: |
/s/ Dr. Michael Hession |
|
|
Dr. Michael Hession |
|
|
Chief Executive Officer |
POWER OF ATTORNEY
NOW ALL MEN BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints each of Dr. Michael Hession and Donald Spector
as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in
his name, place and stead, in any and all capacities, to sign, execute and file with the Securities and Exchange Commission and
any state securities regulatory board or commission any documents relating to the proposed issuance and registration of the securities
offered pursuant to this Registration Statement on Form F-10 under the Securities Act of 1933, as amended, including any amendment
or amendments relating thereto (and, in addition, any post effective amendments), with all exhibits and any and all documents required
to be filed with respect thereto with any regulatory authority, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises
in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying
and confirming all that said attorneys-in-fact and agents, or either of them, or their or his substitute or substitutes, may lawfully
do or cause to be done.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities indicated,
on the 10th day of June, 2015.
/s/ Dr. Michael Hession |
|
Chief Executive Officer |
Dr. Michael Hession |
|
(Principal Executive Officer and Director) |
|
|
|
/s/ Donald Spector |
|
Chief Financial Officer |
Donald Spector |
|
(Principal Financial Officer and Principal Accounting Officer) |
|
|
|
/s/ Chris Finlayson |
|
Chairman |
Chris Finlayson |
|
|
|
|
|
/s/ Dr. Ellis Armstrong |
|
Director |
Dr. Ellis Armstrong |
|
|
|
|
|
/s/ Katherine Hirschfeld |
|
Director |
Katherine Hirschfeld |
|
|
|
|
|
/s/ Yap Chee Keong |
|
Director |
Yap Chee Keong |
|
|
|
|
|
|
|
Director |
Ford
Nicholson |
|
|
|
|
|
/s/ Sir Rabbie Namaliu |
|
Director |
Sir Rabbie Namaliu |
|
|
|
|
|
/s/ Sir Wilson Kamit CBE |
|
Director |
Sir Wilson Kamit CBE |
|
|
|
|
|
/s/ Roger F. Lewis |
|
Director |
Roger F. Lewis |
|
|
AUTHORIZED REPRESENTATIVE
Pursuant to the requirements
of Section 6(1) of the Securities Act of 1933, as amended, the Authorized Representative has signed this Registration Statement
solely in its capacity as the duly authorized representative of InterOil Corporation in Singapore on June 10, 2015.
|
By: |
/s/ Dr. Michael Hession |
|
|
Dr. Michael Hession |
|
|
Chief Executive Officer |
Exhibit 5.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this
Registration Statement on Form F-10 of InterOil Corporation of our report dated March 17, 2015, relating to the consolidated balance
sheets as at December 31, 2014, 2013 and 2012, the consolidated statements of income, comprehensive income, changes in equity and
cash flows for the years then ended, and the related notes, and the effectiveness of internal control over financial reporting
as of December 31, 2014, which appears in the Annual Report to Shareholders, which is Exhibit 2 to the Form 40-F of InterOil Corporation
for the year ended December 31, 2014, dated March 17, 2015.
We also consent to the reference to our firm under the headings
“Experts” and “Auditors, Transfer Agent and Registrar” in the prospectus.
/s/ PricewaterhouseCoopers |
|
Sydney, Australia |
|
June 8, 2015 |
|
Exhibit 5.2
LETTER OF CONSENT
TO: | UNITED STATES SECURITIES AND EXCHANGE COMMISSION |
Re: | InterOil
Corporation Preliminary Short Form Base Shelf Prospectus dated June 10,
2015 |
We are a firm of independent petroleum engineering consultants
and have prepared reports dated March 13, 2015 for InterOil Corporation providing an independent resources assessment for the
Elk/Antelope and Triceratops Gas Fields as at December 31, 2014 as described in the Annual Information Form (“AIF”)
of InterOil Corporation dated March 17, 2015.
We hereby consent to the use and reference to our name and report, which is incorporated
by reference in the preliminary short form base shelf prospectus dated June 10, 2015 (the “Prospectus”) of InterOil
Corporation.
We also confirm that we have read the Prospectus and that we
have no reason to believe that there are any misrepresentations in the information contain in it that are derived from the above-mentioned
reports or that are within our knowledge as a result of the services we performed in connection with the reports.
|
|
Your truly, |
|
|
|
|
|
GLJ PETROLEUM CONSULTANTS LTD. |
|
|
|
|
|
/s/ Keith M. Braaten |
|
|
Keith M. Braaten, P. Eng. |
|
|
President and Chief Executive Officer |
Calgary, Alberta
June 10, 2015
Exhibit 7.2
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
CHECK IF AN APPLICATION
TO DETERMINE
ELIGIBILITY OF A TRUSTEE PURSUANT TO
SECTION 305(b)(2) ¨
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A.
(Exact name of trustee as specified in its charter)
(Jurisdiction of incorporation
if not a U.S. national bank) |
95-3571558
(I.R.S. employer
identification no.) |
400 South Hope Street
Suite 400
Los Angeles, California
(Address of principal executive offices) |
90071
(Zip code) |
INTEROIL CORPORATION
(Exact name of obligor as specified in its charter)
Yukon Territory, Canada
(State or other jurisdiction of
incorporation or organization) |
Not Applicable
(I.R.S. employer
identification no.) |
163 Penang Road
#06-02 Winsland House II
Singapore 238463
(Address of principal executive offices) |
(Zip code) |
Debt Securities
(Title of the indenture securities)
| 1. | General information. Furnish the following information
as to the trustee: |
| (a) | Name and address of each examining or supervising authority to which it is subject. |
Name |
Address |
Comptroller of the Currency
United States Department of
the Treasury
|
Washington, DC 20219 |
Federal Reserve Bank |
San Francisco, CA 94105
|
Federal Deposit Insurance Corporation
|
Washington, DC 20429 |
| (b) | Whether it is authorized to exercise corporate trust powers. |
Yes.
| 2. | Affiliations with Obligor. |
If the obligor is an affiliate
of the trustee, describe each such affiliation.
None.
Exhibits identified in parentheses
below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the
Trust Indenture Act of 1939 (the "Act") and 17 C.F.R. 229.10(d).
| 1. | A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly
known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit
1 to Form T-1 filed with Registration Statement No. 333-152875). |
| 2. | A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1
filed with Registration Statement No.
333-121948). |
| 3. | A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form
T-1 filed with Registration Statement No.
333-152875). |
| 4. | A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement
No. 333-162713). |
| 6. | The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with
Registration Statement No. 333-152875). |
| 7. | A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements
of its supervising or examining authority. |
SIGNATURE
Pursuant to the requirements
of the Act, the Trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the
laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned,
thereunto duly authorized, all in the City of Chicago, and State of Illinois, on the 10th day of June, 2015.
|
THE BANK OF NEW YORK MELLON
TRUST COMPANY, N.A. |
|
|
|
|
|
By: |
/s/ Lawrence M. Kusch |
|
|
Name: |
Lawrence M. Kusch |
|
|
Title: |
Vice President |
|
EXHIBIT 7
Consolidated Report of Condition of
THE BANK OF NEW YORK MELLON TRUST COMPANY,
N.A.
of 400 South Hope Street, Suite 400, Los
Angeles, CA 90071
At the close of business March 31, 2015,
published in accordance with Federal regulatory authority instructions.
| |
Dollar amounts | |
| |
in thousands | |
ASSETS | |
| |
| |
| |
Cash and balances due from | |
| |
depository institutions: | |
| |
Noninterest-bearing balances | |
| |
and currency and coin | |
| 4,228 | |
Interest-bearing balances | |
| 180,287 | |
Securities: | |
| | |
Held-to-maturity securities | |
| 0 | |
Available-for-sale securities | |
| 682,145 | |
Federal funds sold and securities | |
| | |
purchased under agreements to resell: | |
| | |
Federal funds sold | |
| 0 | |
Securities purchased under agreements to resell | |
| 0 | |
Loans and lease financing receivables: | |
| | |
Loans and leases held for sale | |
| 0 | |
Loans and leases, | |
| | |
net of unearned income | |
| 0 | |
LESS: Allowance for loan and | |
| | |
lease losses | |
| 0 | |
Loans and leases, net of unearned | |
| | |
income and allowance | |
| 0 | |
Trading assets | |
| 0 | |
Premises and fixed assets (including | |
| | |
capitalized leases) | |
| 12,619 | |
Other real estate owned | |
| 0 | |
Investments in unconsolidated | |
| | |
subsidiaries and associated | |
| | |
companies | |
| 0 | |
Direct and indirect investments in real estate ventures | |
| 0 | |
Intangible assets: | |
| | |
Goodwill | |
| 856,313 | |
Other intangible assets | |
| 97,276 | |
Other assets | |
| 114,484 | |
Total assets | |
$ | 1,947,352 | |
LIABILITIES | |
| |
| |
| |
Deposits: | |
| |
In domestic offices | |
| 576 | |
Noninterest-bearing | |
| 576 | |
Interest-bearing | |
| 0 | |
Not applicable | |
| | |
Federal funds purchased and securities | |
| | |
sold under agreements to repurchase: | |
| | |
Federal funds purchased | |
| 0 | |
Securities sold under agreements to repurchase | |
| 0 | |
Trading liabilities | |
| 0 | |
Other borrowed money: | |
| | |
(includes mortgage indebtedness | |
| | |
and obligations under capitalized | |
| | |
leases) | |
| 0 | |
Not applicable | |
| | |
Not applicable | |
| | |
Subordinated notes and debentures | |
| 0 | |
Other liabilities | |
| 252,909 | |
Total liabilities | |
| 253,485 | |
Not applicable | |
| | |
| |
| |
EQUITY CAPITAL | |
| |
| |
| |
Perpetual preferred stock and related surplus | |
| 0 | |
Common stock | |
| 1,000 | |
Surplus (exclude all surplus related to preferred stock) | |
| 1,122,285 | |
Not available | |
| | |
Retained earnings | |
| 570,120 | |
Accumulated other comprehensive income | |
| 462 | |
Other equity capital components | |
| 0 | |
Not available | |
| | |
Total bank equity capital | |
| 1,693,867 | |
Noncontrolling (minority) interests in consolidated subsidiaries | |
| | |
Total equity capital | |
| 1,693,867 | |
Total liabilities and equity capital | |
| 1,947,352 | |
I, Matthew J. McNulty, CFO of the above-named
bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have
been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best
of my knowledge and belief.
Matthew J. McNulty ) CFO
We, the undersigned directors (trustees),
attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that
it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued
by the appropriate Federal regulatory authority and is true and correct.
Antonio I. Portuondo, President )
William D. Lindelof, Director ) Directors (Trustees)
Alphonse J. Briand, Director )
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