Petrofac Limited ( PFC) Petrofac Limited: Pricing of
USUSD600,000,000 Aggregate Principal Amount of Senior Secured Notes
Due 2026 01-Nov-2021 / 07:00 GMT/BST Dissemination of a Regulatory
Announcement, transmitted by EQS Group. The issuer is solely
responsible for the content of this announcement.
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Press Release
1 November 2021
NOT FOR DISTRIBUTION OR RELEASE IN OR INTO ANY JURISDICTION IN
WHICH OFFERS OR SALES OF SECURITIES WOULD BE PROHIBITED BY
APPLICABLE LAW.
Announcement of the Pricing of USUSD600,000,000 Aggregate
Principal Amount of Senior Secured Notes Due 2026
Petrofac Limited (the "Company" or "Petrofac") today announces
the successful pricing of its offering of USUSD600,000,000
aggregate principal amount of 9.75% senior secured notes due 2026
(the "Temporary Notes") by a newly-formed financing entity,
Pyrenees Bondco Limited (the "Issuer"). The offering of the
Temporary Notes is subject to customary closing conditions, and
settlement is expected to occur on or around 9 November 2021.
Concurrently with the closing of the offering of the Temporary
Notes, and pending consummation of the proposed firm placing,
placing and open offer of new ordinary shares in the Company to
raise gross proceeds of approximately USUSD275,000,000 (the
"Capital Raise") and the satisfaction of certain other conditions,
the Initial Purchasers (being Goldman Sachs International, J.P.
Morgan Securities plc, NatWest Markets Securities Inc. and First
Abu Dhabi Bank PJSC) will deposit the gross proceeds of the
offering of the Temporary Notes (which have an issue price of
99.028%) into an escrow account.
On the date of admission of new shares pursuant to the Capital
Raise, all of the funds held in the escrow account will be released
to the Issuer and all of the Temporary Notes will be automatically
exchanged (the "Exchange") for an equal aggregate principal amount
of 9.75% senior secured notes due 2026 issued by Petrofac Limited
(the "Senior Secured Notes").
The issue of the Temporary Notes is part of a wider refinancing
plan (the "Refinancing Plan") comprising the Capital Raise, a new
USUSD180 million revolving credit facility, a new AED185 million
(USUSD50 million) bilateral facility and amendment of an existing
USUSD50 million bilateral term loan facility. The proceeds of the
Refinancing Plan, alongside available cash reserves, will be used
to pay, in January and February 2022, the USUSD106 million (GBP77
million) penalty imposed in relation to the SFO investigation and
to repay existing indebtedness. These actions will extend
Petrofac's debt maturities and strengthen the Company's platform to
execute its strategy.
The effectiveness of the Refinancing Plan is contingent on
completion of the Capital Raise, which is conditional on, among
other things, the passing of the shareholder resolutions by
shareholders in the Company at a General Meeting, which is
scheduled to take place at 10:00 a.m. on 12 November 2021.
Ends
For further information contact:
Petrofac Limited
+44 (0) 207 811 4900
Jonathan Yarr, Head of Investor Relations
jonathan.yarr@petrofac.com
Alison Flynn, Group Director of Communications and
Sustainability
alison.flynn@petrofac.com
The person responsible for arranging the release of this
announcement on behalf of Petrofac is Alison Broughton, Secretary
to the Board.
Tulchan Communications Group
+44 (0) 207 353 4200
petrofac@tulchangroup.com
Martin Robinson
petrofac@tulchangroup.com
Goldman Sachs
+44 (0) 207 774 1000
Bertie Whitehead
Chris Pilot
Tom Hartley
J.P. Morgan
+44 (0)20 7742 4000
Edmund Byers
Barry Weir
Will Holyoak
NOTES TO EDITORS
Petrofac
Petrofac is a leading international service provider to the
energy industry, with a diverse client portfolio including many of
the world's leading energy companies.
Petrofac designs, builds, manages and maintains oil, gas,
refining, petrochemicals and renewable energy infrastructure. Our
purpose is to enable our clients to meet the world's evolving
energy needs. Our four values - driven, agile, respectful and open
- are at the heart of everything we do.
Petrofac's core markets are in the Middle East and North Africa
(MENA) region and the UK North Sea, where we have built a long and
successful track record of safe, reliable and innovative execution,
underpinned by a cost effective and local delivery model with a
strong focus on in-country value. We operate in several other
significant markets, including India, South East Asia and the
United States. We have approximately 8,500 employees based across
31 offices globally.
Petrofac is quoted on the London Stock Exchange (symbol:
PFC).
For additional information, please refer to the Petrofac website
at www.petrofac.com
IMPORTANT INFORMATION
This announcement (the "Announcement") does not constitute an
offer to sell or a solicitation of an offer to purchase any
securities in any jurisdiction.
The Temporary Notes have not been, and will not be, registered
under the US Securities Act of 1933, as amended (the "Securities
Act"), or the securities laws of any other jurisdiction, and may
not be offered or sold within the United States or to, or for the
account or benefit of US persons, except pursuant to an exemption
from, or in a transaction not subject to, the registration
requirements of the Securities Act. The Temporary Notes will be
offered only to qualified institutional buyers pursuant to Rule
144A and to non-U.S. persons outside the United States pursuant to
Regulation S under the Securities Act, subject to prevailing market
and other conditions. There is no assurance that the offering will
be completed or, if completed, as to the terms on which it is
completed. This press release is not an offer to sell the Temporary
Notes in the United States. The Temporary Notes to be offered have
not been and will not be registered under the Securities Act or the
securities laws of any other jurisdiction and may not be offered or
sold, directly or indirectly, in the United States or to or for the
account or benefit of U.S. persons, as such term is defined in
Regulation S of the Securities Act, absent registration or unless
pursuant to an applicable exemption from the registration
requirements of the Securities Act and any other applicable
securities laws. If any public offering of the Temporary Notes is
made in the United States, it will be by means of a prospectus that
may be obtained from the Issuer that will contain detailed
information about the Issuer, Petrofac and management, as well as
financial statements. No public offering of the Temporary Notes
will be made in the United States in connection with the
above-mentioned transaction.
This Announcement has been prepared on the basis that any offer
of the Notes in any Member State of the European Economic Area
("EEA") (each, a "Relevant State") will be made pursuant to an
exemption under Regulation (EU) 2017/1129, as amended (the
"Prospectus Regulation"), from the requirement to publish a
prospectus for offers of securities. This Announcement has been
prepared on the basis that any offer of the Temporary Notes in the
United Kingdom will be made pursuant to an exemption under the
Prospectus Regulation, as it forms part of domestic law by virtue
of the European Union (Withdrawal) Act 2018 (the "UK Prospectus
Regulation"), from the requirement to publish a prospectus for
offers of notes.
The Temporary Notes are not intended to be offered, sold or
otherwise made available to, and should not be offered, sold or
otherwise made available to, any retail investor in the EEA. For
these purposes, a retail investor means a person who is one (or
more) of: (i) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU (as amended, "MiFID II"); or (ii) a
customer within the meaning of Directive (EU) 2016/97 (as amended
or superseded, the "Insurance Mediation Directive"), where that
customer would not qualify as a professional client as defined in
point (10) of Article 4(1) of MiFID II; or (iii) not a "qualified
investor" within the meaning of Article 2(e) of Prospectus
Regulation. Consequently, no key information document required by
Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation")
for offering or selling the Temporary Notes or otherwise making
them available to retail investors in the EEA has been prepared and
therefore offering or selling the Temporary Notes or otherwise
making them available to any retail investor in the EEA may be
unlawful under the PRIIPs Regulation. This Announcement does not
constitute and shall not, in any circumstances, constitute an
offering to retail investors. The offer and sale of the Temporary
Notes in any member state of the EEA will be made pursuant to an
exemption under Directive 2003/71/EC (as amended or superseded, the
"Prospectus Directive") from the requirement to publish a
prospectus for offers of notes. The preliminary offering memorandum
produced for the offering of the Temporary Notes is not a
prospectus for the purposes of the Prospectus Directive.
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