September 12, 2023 [Citgo]- CITGO Holding, Inc., a Delaware corporation (the ” Company“), today announced the expiration and final results of its previously announced offer to purchase (the ” Offer“) for cash up to $192.356 million in aggregate principal amount (the ” Excess Cash Flow Offer Amount“) of its 9.25% Senior Secured Notes due 2024 (the ” Notes“) at a purchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the settlement date, on the terms and subject to the conditions set forth in the Offer to Purchase, dated August 10, 2023 (the ” Offer to Purchase“).
The Offer expired at 5:00 p.m., New York City time, on September 8, 2023 (the ” Expiration Time“). As of the Expiration Time, $51.122 million in aggregate principal amount of the Notes had been validly tendered and not validly withdrawn prior to the Expiration Time.
Because the aggregate principal amount for all Notes tendered in the Offer did not exceed the Excess Cash Flow Offer Amount of $192.356 million, the Company will purchase $51.122 million aggregate principal amount of Notes pursuant to the Offer. Payment for such accepted Notes will be made on September 15, 2023. After giving effect to the purchase of the tendered and accepted Notes, approximately $1.234 billion in aggregate principal amount of the Notes will remain outstanding.
The Notes are governed by an indenture, dated as of August 1, 2019 (the ” Indenture“), by and among the Company, the Guarantors party thereto and TMI Trust Company, as trustee (the ” Trustee“). Under the terms of the Indenture, the Company is obligated to offer to purchase for cash an aggregate principal amount of up to the Excess Cash Flow Offer Amount of its outstanding Notes at the price described above. The Offer was made to satisfy this requirement.
The Excess Cash Flow Offer Amount is equal to 50% of the Excess Cash Flow (as defined in the Indenture) of the Company and certain of its subsidiaries for the Excess Cash Flow Period (as defined in the Indenture).
After the commencement of the Offer, the Company issued a conditional notice of redemption for the aggregate outstanding principal amount of Notes at a purchase price equal to 100% of the principal amount thereof (the ” Redemption Price“), plus accrued and unpaid interest to, but excluding, September 20, 2023 (the ” Redemption Date“). The redemption of the Notes on the Redemption Date is conditioned on the completion by the Company or one of its subsidiaries on or prior to the Redemption Date of one or more debt financings, on terms and conditions acceptable to the Company or one of its subsidiaries, as applicable, in its sole and absolute discretion, that, collectively, provide net proceeds sufficient to pay the Redemption Price in full and all fees and expenses related to such debt financings and the redemption (the ” Financing Condition“). In the Company’s discretion, the Redemption Date may be delayed until the Financing Condition has been satisfied, or the redemption of the Notes may not occur and the redemption notice may be rescinded in the event that the Financing Condition has not been satisfied by the Redemption Date.
This announcement is not an offer to purchase or sell, or a solicitation of an offer to purchase or sell any securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
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