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TPHL Announces Early Tender Results

May 13, 2019

Trinidad Petroleum Holdings Limited ("TPHL") today announced the early results of its previously announced offers to exchange any and all of its outstanding notes, originally issued by Petroleum Company of Trinidad and Tobago Limited ("Petrotrin") for newly issued debt securities of TPHL (the "Exchange Offers"), upon the terms and subject to the conditions described in the Offering Memorandum, dated April 15, 2019 (as may be amended or supplemented from time to time, the "Offering Memorandum"), and the related letter of transmittal (as may be amended or supplemented from time to time, the "Letter of Transmittal"), and to its solicitation of consents to certain proposed amendments to the existing indentures (the "Consent Solicitations").

As of 5:00 p.m., New York City time, on May 10, 2019 (the "Extended Early Tender Deadline"), the aggregate principal amount of Existing Notes validly tendered was U.S $152,615,500. The valid tender, without subsequent withdrawal, of at least U.S $150 million aggregate principal amount of Existing Notes (the "Amended Minimum Tender Condition") has been met.  The breakdown of the principal amount of validly tendered 2019 Notes and 2022 Notes is as set forth in the table below. 

Title of Principal Outstanding Principal Amount
Existing CUSIP/ISIN Amount Tendered
71657Y AD4

P78954 AC1
(Regulation S)/
2019 Notes U.S.$850,000,000 U.S.$126,640,000

(Regulation S)
71657Y AA0

P78954 AB3
(Regulation S
P78954 AA5
(Regulation S
2022 Notes non-T&T)/ U.S.$187,500,000^(1) U.S.$25,975,500^(1)
(Regulation S
USP78954 AA52
(Regulation S non-T&T)

(1) The originally issued principal amount of the 2022 Notes was U.S $750,000,000.  At launch of the Exchange Offers, the 2022 Notes had been paid down to U.S 218,750,000, which is approximately 29.167% of the originally issued principal amount.  Subsequently, an amortization payment of U.S $31,250,000 was made on May 8, 2019, bringing the outstanding principal amount down to U.S $187,500,000, which is approximately 25.000% of the originally issued principal amount.

On the terms and subject to the conditions set forth in the Offering Memorandum and TPHL's press release, dated April 15, 2019, as amended by TPHL's press release dated May 6, 2019, Eligible Holders who validly tendered Existing Notes at or prior to the Extended Early Tender Deadline will receive, for each U.S $1,000 principal amount of Existing Notes accepted for exchange, a principal amount of New Notes in an amount equal to the Total Consideration (as defined in the Offering Memorandum).

The Exchange Offers will expire at 5:00 p.m., New York City time, on May 24, 2019, unless extended.  Holders of Existing Notes that tender their Existing Notes after the Extended Early Tender Deadline but prior to the Expiration Date will receive the Exchange Consideration but not the Total Consideration or the Additional Early Tender Consideration.  All other terms and conditions of the Exchange Offers remain the same.


The issuance of the New Notes will not be registered under the Securities Act of 1933, as amended (the "Securities Act"), the Securities Act Chapter 83:02 of the laws of Trinidad and Tobago (the "Trinidad Securities Act") or any state securities laws. The New Notes are being offered and issued only (1) in the United States to holders of Existing Notes that are (a) "Accredited Investors" as defined in Rule 501 under Regulation D or (b) "qualified institutional buyers" as defined in Rule 144A under the Securities Act and

(2) outside the United States to holders of Existing Notes that are not U.S. persons in reliance upon Regulation S under the Securities Act (each, an "Eligible Holder" and together, the "Eligible Holders") . Accordingly, the New Notes will be subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act, the Trinidad Securities Act and other applicable securities laws, pursuant to registration or exemption therefrom.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any security and shall not constitute an offer, solicitation or sale in any jurisdiction in which such offering, solicitation or sale would be unlawful.  The offering documents will be distributed only to holders of Existing Notes that complete and return a letter of eligibility confirming that they are "Eligible Holders" for the purposes of the Exchange Offers.  The website to complete the Eligibility Form is www.dfking.com/ttph. D.F. King & Co., Inc. is acting as the Information Agent and the Exchange Agent for the Exchange Offers. Requests for the offering documents from "Eligible Holders" may be directed to D.F. King & Co., Inc. at (212) 269-5550 (for brokers and banks), (800) 581-3783 (for all others) or email ttph@dfking.com.

Neither TPHL, its board nor any other person makes any recommendation as to whether the holders of the Existing Notes should exchange their notes, and no one has been authorized to make such a recommendation. Holders of the Existing Notes must make their own decisions as to whether to exchange their notes, and if they decide to do so, the principal amount of the notes to exchange.


PR Newswire
Monday 13 May, 2019


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