Inkia Energy Limited Announces Tender Offer for Any and All of Its U.S.$450,000,000 8.375% Senior Notes Due 2021 and Related Consent Solicitation

In connection with the Tender Offer, we are also soliciting consents of the Holders of the Notes (the “Consent Solicitation”) for the adoption of certain amendments (the “Proposed Amendments”) to the indenture governing the Notes (the “Indenture”) to (i) eliminate substantially all of the restrictive covenants as well as certain events of default and related provisions contained therein and (ii) shorten the minimum notice period for a redemption from 30 days to three days prior to a redemption date. The Proposed Amendments require the consents (the “Requisite Consents”) of Holders of a majority in principal amount of the then outstanding Notes. Holders who tender their Notes pursuant to the Tender Offer will be deemed to have consented to the Proposed Amendments. Holders may not deliver consents to the Proposed Amendments without tendering the related Notes. The term “Holder” means a registered holder of Notes. If the Requisite Consents are not obtained in connection with the Consent Solicitation, the Consent Solicitation may be terminated, and in such case, the Proposed Amendments to the Indenture will not become effective; however, we reserve the right in our sole discretion to accept and purchase Notes tendered pursuant to the Tender Offer for an amount in cash equal to the Total Consideration (as set forth in the table below) or Tender Offer Consideration (as set forth in the table below), as applicable.

The following table sets forth certain information relating to the Tender Offer:

Title of Security

CUSIP/ISIN Numbers

Principal Outstanding Amount

Tender Offer
Consideration(1)(2)

Early Tender
Payment(1)(2)

Total
Consideration(1)

8.375% Senior

Notes due 2021…….

 45721RAA1/G4808VAA8 US45721RAA14/USG4808VAA82

U.S.$450 million

U.S.$1,001.67

U.S.$30.00

U.S.$1,031.67

___________

(1)     The amount to be paid for each U.S.$1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase, excluding Accrued Interest, which will be paid in addition to the Tender Offer Consideration and, if applicable, the Early Tender Payment.

(2)     Included in the Total Consideration.

The Tender Offer and Consent Solicitation will expire at 11:59 p.m., New York Time, on November 22, 2017, unless extended or earlier terminated by us (such time and date, as it may be extended or earlier terminated with respect to the Tender Offer and related Consent Solicitation, the “Expiration Date”). Holders who validly tender (and do not validly withdraw) their Notes and deliver (and do not revoke) their related consents to the Proposed Amendments at or prior to 5:00 p.m., New York Time, November 8, 2017, unless extended by us (such time and date, as the same may be extended, the “Early Tender Date”), in the manner described in the Offer to Purchase (as defined below) will be eligible to receive the Total Consideration, which includes the Tender Offer Consideration and the Early Tender Payment (as set forth in the table above) with respect to the Notes, plus any accrued interest.

Payment for Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date and accepted for purchase will be made on the early settlement date, expected to be the business day following the Early Tender Date, or as promptly as practicable thereafter (the “Early Settlement Date”). We intend to issue a redemption notice on the Early Settlement Date to redeem any and all Notes not purchased by us in the Tender Offer following the Early Settlement Date, and to satisfy and discharge the Notes and Indenture on the Early Settlement Date by irrevocably depositing the necessary funds in a trust account with the trustee. This press release does not constitute a notice of redemption of the Notes.

Holders who tender their Notes must consent to the Proposed Amendments. Holders cannot deliver consents to the Proposed Amendments without tendering the related Notes. Notes tendered may be withdrawn and consents delivered may be revoked at any time at or prior to 5:00 p.m., New York Time, November 8, 2017, unless extended by us (such time and date, as the same may be extended, the “Withdrawal Deadline”), but not thereafter, except as may be required by applicable law. Our obligation to purchase the Notes in the Tender Offer is conditioned on the satisfaction or waiver of certain conditions, including the Financing Condition, as described in the Offer to Purchase. We have the right, in our sole discretion, to amend or terminate the Tender Offer or the Consent Solicitation at any time, subject to applicable law. We reserve the right, in our sole discretion, not to accept any tenders of Notes for any reason.

The terms and conditions of the Tender Offer and Consent Solicitation, as well as the Proposed Amendments, are described in the Offer to Purchase and Consent Solicitation Statement, dated October 26, 2017, (as it may be amended or supplemented, the “Offer to Purchase”). Copies of the Offer to Purchase are available to Holders from D.F. King & Co., Inc., the tender and information agent for the Tender Offer and Consent Solicitation (the “Tender and Information Agent”), at (877) 864-5059 (toll free) or (212) 269-5550 (collect); or at [email protected].

We have retained Credit Suisse Securities (USA) LLC and Scotia Capital (USA) Inc. to each act as Dealer Managers and Solicitation Agents in connection with the Tender Offer and Consent Solicitation. Questions regarding the Tender Offer and Consent Solicitation may be directed to Credit Suisse Securities (USA) LLC at +1 (800) 820-1653 (toll free) or +1 (212) 538-2147 (collect) and Scotia Capital (USA) Inc. at +1 (800) 372-3930 (toll free) or +1 (212) 225-5559 (collect).

Neither the Offer to Purchase nor any related documents have been filed with or reviewed by any federal or state securities commission or regulatory authority of any country, and the Offer to Purchase or any related documents have not been reviewed or approved by the Irish Stock Exchange. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary. The Tender Offer and Consent Solicitation are being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstance shall this press release constitute an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities or a solicitation of consents. The Tender Offer and Consent Solicitation are not being made to, nor will we accept tenders of Notes or delivery of consents from, Holders in any jurisdiction in which the Tender Offer and Consent Solicitation would not be in compliance with the securities or blue sky laws of such jurisdiction. No recommendation is made as to whether Holders should tender their Notes or deliver consents. Holders should carefully read the Offer to Purchase and the related materials, because they contain important information, including the various terms and conditions of the Tender Offer and Consent Solicitation.

SOURCE Inkia Energy Limited

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About the Author: Carrie Brunner

Carrie Brunner grew up in a small town in northern New Brunswick. She studied chemistry in college, graduated, and married her husband one month later. They were then blessed with two baby boys within the first four years of marriage. Having babies gave their family a desire to return to the old paths – to nourish their family with traditional, homegrown foods; rid their home of toxic chemicals and petroleum products; and give their boys a chance to know a simple, sustainable way of life. They are currently building a homestead from scratch on two little acres in central Texas. There’s a lot to be done to become somewhat self-sufficient, but they are debt-free and get to spend their days living this simple, good life together with their five young children. Carrie writes mostly on provincial stories.
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