RCS - EIG Pearl Holdings - ICA Amendment Proposal - Notice to Bondholders
16/09/2022 09:13
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RNS Number : 7438Z EIG Pearl Holdings S.à r.l. 16 September 2022
EIG PEARL HOLDINGS S.À R.L. - NOTICE OF ICA PROPOSAL
15 September 2022
FOR IMMEDIATE RELEASE
THIS NOTICE IS IMPORTANT AND REQUIRES THE IMMEDIATE ATTENTION OF THE
BONDHOLDERS
If Bondholders are in any doubt about the contents of this notice or the
action they should take they should consult a person authorised under the
Financial Services and Market Act 2000 (in the United Kingdom) to advise on
the Bonds such as their stockbroker, solicitor, tax adviser, accountant or
other financial adviser.
Overview
EIG Pearl Holdings S.à r.l. (the "Issuer") has today announced the
instigation of an ICA Proposal in respect of its Secured Debt which includes
the following series of bonds (the "Bonds"):
(i) U.S.$1,250,000,000 3.545% Series A Bonds due 2036 (Common
Code: 240063000/Reg S ISIN: XS2400630005 / Common Code: 243516266/R144A ISIN:
US28249NAA90);
and
(ii) U.S.$1,250,000,000 4.387% Series B Bonds due 2046 (Common
Code: 240063018/Reg S ISIN: XS2400630187 / Common Code: 243516269/R144A ISIN:
US28249NAB73).
Capitalised terms used in this notice and not defined herein have the meanings
ascribed to them in the Offering Memorandum dated January 24, 2022 (the
"Offering Memorandum").
Background
As more fully set out in the ICA Proposal appended to this notice, the Issuer
proposes to modify the ICA to include a standing authorisation and instruction
to the Security Agent from the Secured Creditors and every other party to the
ICA, at the cost of the Issuer, and without the need for any further consent,
sanction, confirmation (save for the confirmation from legal counsel referred
to in the Proposed Amendment (as defined below)), instruction, referral or
authority from any person, enter into all confirmations, amendments and/or
supplements to the Security Documents as may from time to time be required in
order to facilitate the introduction or incurrence by the Issuer of any
Permitted Additional Financial Indebtedness (including, without limitation,
any amendment to the maximum amount of Secured Obligations recoverable from
the Issuer and/or the Parent under any of the Security Documents to reflect
any increase to the Secured Obligations as a result of any proposed Permitted
Additional Financial Indebtedness) (the "Proposed Amendment"). The Proposed
Amendment is set out in Schedule 1 of the ICA Proposal.
The Issuer has certified to the Offshore Security Agent that the Proposed
Amendment constitutes an Ordinary Voting Matter and does not give rise to an
Entrenched Right for the purposes of the quorum and voting requirements under
the ICA. The Issuer's determination of a voting matter and as to whether the
ICA Proposal gives rise to an Entrenched Right affecting a Secured Creditor is
binding on all Secured Creditors (including the Bondholders) unless the
Offshore Security Agent is instructed by Qualified Secured Creditors (acting
through their Secured Creditor Representative) representing at least 20 per
cent. of the Qualifying Secured Debt to deliver a Determination Dissention
Notice or by a Secured Creditor (acting through their Secured Creditor
Representative) to deliver an Entrenched Right Dissention Notice, in each
case, within 10 Business Days of receipt of the ICA Proposal in accordance
with paragraphs (b) and (c) of clause 11.4 (Determination of voting category)
of the ICA.
The quorum requirement for an Ordinary Voting Matter is one or more
Participating Qualifying Secured Creditors representing in aggregate at least
20 per cent. of the entire Outstanding Principal Amount of all Qualifying
Secured Debt of Secured Creditors t provided that if the Quorum Requirement
has not been met within the Decision Period (as specified under Expected
Timetable below) the Quorum Requirement shall be reduced to one or more
Participating Qualifying Secured Creditors representing, in aggregate, at
least 10 per cent. of the aggregate Outstanding Principal Amount of all
Qualifying Secured Debt and the Decision Period shall be extended for a period
of a further 10 Business Days (as specified under Expected Timetable below)
from the expiry of the initial Decision Period. If the quorum requirement is
met, a resolution proposed under an Ordinary Voting Matter will pass if
approved by a simple majority of Voted Qualifying Debt.
The Offshore Security Trustee has today delivered a copy of the ICA Proposal
to the Bond Trustee as the Secured Creditor Representative of the Bondholders.
The Bond Trustee has consented to the Issuer publishing this notice in
satisfaction of the Bond Trustee's obligation to send such notice under
paragraph 2.2 of Schedule 4 (Provisions for voting in respect of ICA matters)
of the Bond Trust Deed. The Issuer has instructed the Principal Paying Agent
to procure publication of this notice by delivery to the Bondholder through
the Clearing Systems. Bondholders are also able to access a copy of this
notice by visiting https://www.pearlpipelines.com/financial-information
(https://www.pearlpipelines.com/financial-information) .
(https://www.pearlpipelines.com/financial-information)
More detailed information on the ICA Proposal is set out in the ICA Proposal appended to this notice.
Voting
Each Bondholder may only vote by way of Block Voting Instruction. No physical
meetings of Qualifying Bondholders will be held in respect of the Vote.
Each Qualifying Bondholder shall have one vote in respect of each U.S.$1 of
principal amount Outstanding of Bonds held or represented by it.
Each Qualifying Bondholder must vote on or prior to close of business (London
time) on the Business Day prior to the last day of the Decision Period shown
in the timetable below (the "Voting Deadline").
The Bond Trustee shall vote as the Secured Creditor Representative of the
Bondholders in respect of the ICA Proposal. The votes of Bondholders will be
divided between votes cast in favour, and votes cast against, on a dollar for
dollar basis in respect of the principal amount Outstanding of Bonds then owed
to Bondholders that vote on the Proposed Amendment by the Voting Deadline.
Votes cast in favour and votes cast against will then be aggregated by the
Offshore Security Agent with the votes cast for and against by the other
Qualifying Secured Creditors to determine whether the quorum requirement has
been met and, if so, whether the requisite voting majority has been achieved
for the approval of the Proposed Amendment.
Instructions given to the Offshore Security Agent in relation to the ICA
Proposal shall be binding on all Bondholders. The Issuer, with the consent of
the Bond Trustee in satisfaction of the Bond Trustee's obligation to send such
notice under paragraph 2.7 of Schedule 4 (Provisions for voting in respect of
ICA matters) of the Bond Trust Deed, will notify Bondholders of the outcome of
voting on the ICA Proposal as soon as reasonably practicable following receipt
from the Offshore Security Agent of the result of the vote.
Instruction Fees
No instruction or consent fee shall be payable to Bondholders or any other
Secured Creditors in relation to their vote on the ICA Proposal.
Expected Timetable
Event Date
Announcement of the ICA Proposal 15 September 2022
Commencement of Decision Period 30 September 2022
(the date falling 10 Business Days after the date of the ICA Proposal)(1
(#_bookmark0) )
If the Quorum Requirement has been met
End of Decision Period 21 October 2022
(15 Business Days from the date of the commencement of the Decision Period)
Voting Deadline 20 October 2022
(being the Business Day prior to the end of the Decision Period)
If the ICA Proposal is approved
Execution of ICA Amendment Agreement By 24 October 2022(2 (#_bookmark1) )
If the Quorum Requirement has not been met
End of Decision Period 4 November 2022
(10 Business Days from the expiry of the initial Decision Period)
Voting Deadline 3 November 2022
(being the Business Day prior to the end of the Decision Period)
If the ICA Proposal is approved
Execution of ICA Amendment Agreement By 7 November 2022
The Voting Deadline is subject to earlier deadlines that may be set by the
Clearing Systems or any intermediary.
General
Where a Bond is represented by a Global Bond Certificate, the holder of such
Bond may require the Registrar to issue a Block Voting Instruction by
arranging (to the satisfaction the Registrar) for such Bond to be blocked in
an account with a Clearing System not later than 24 hours before the Voting
Date. The holder of an Individual Certificate may require the Registrar to
issue a Block Voting
(1) Assuming no delivery of Determination Dissention Notice within 10 Business
Days of delivery of the ICA Proposal.
(2) Clause 12.5 (Binding Force and Authority to sign) of the ICA authorises
the Offshore Security Agent to implement an ICA Proposal once it has received
votes sufficient to pass the ICA Proposal.
Instruction by delivering to the Registrar written instructions not later than
24 hours before the Voting Date.
Block Voting Instructions in relation to the Bonds shall be valid only if
deposited at the specified office of the Registrar or at some other place
approved by the Bond Trustee, at least 24 hours before the Voting Date.
Any vote cast by the Bond Trustee (as Secured Creditor Representative of the
Qualifying Bondholders) in accordance with the relevant Block Voting
Instruction in relation to the Bonds shall be valid even if such Block Voting
Instruction has been amended, revoked or re-issued, provided that the Bond
Trustee has not been notified in writing of such amendment, revocation or
re-issue by the time which is 24 hours before the Voting Date.
Subject to applicable law and as provided herein, the Issuer may, in its sole
discretion, amend the terms of (including the extension or amendment of any of
the deadlines relating to this notice), terminate or withdraw this notice at
any time up to the end of the Decision Period.
Bondholders are advised to check with the bank, securities broker, trust
company, custodian, Clearing System or other intermediary through which they
hold their Bonds whether such intermediary will apply different deadlines for
participation to those set out in this notice and, if so, should adhere to
such deadlines if such deadlines are prior to the deadlines set out in this
notice.
In relation to the delivery or revocation of Block Voting Instruction, in each
case, through the Clearing Systems, Bondholders holding Bonds in Euroclear or
Clearstream, Luxembourg should note the particular practice of the relevant
Clearing System, including any earlier deadlines set by such Clearing System.
Only direct accountholders in Euroclear or Clearstream, Luxembourg may deliver
Block Voting Instruction. Bondholders who are not direct accountholders in
Euroclear or Clearstream, Luxembourg should arrange for the accountholder
through which they hold their Bonds to deliver a Block Voting Instruction on
their behalf to the relevant Clearing System. The deadlines specified by the
relevant Clearing System may be earlier than the Voting Deadline.
Enquiries
Peter Ramsumair (peter.ramsumair@eigpartners.com
(mailto:peter.ramsumair@eigpartners.com) )
Matthew Hartman (matthew.hartman@eigpartners.com
(mailto:matthew.hartman@eigpartners.com) )
Karoline Willot (lu-eig@intertrustgroup.com)
Disclaimer
This announcement must be read in conjunction with the ICA Proposal. The ICA
Proposal contains important information which should be read carefully before
any decision is made with respect to the vote and this notice. If any
Bondholder is in doubt as to the action it should take, it is recommended to
seek its own financial, legal or other advice, including as to any tax
consequences, from its stockbroker, bank manager, solicitor, accountant,
independent financial adviser authorised under the Financial Services and
Markets Act 2000 (if in the United Kingdom) or other appropriately authorised
financial adviser. Any individual or company whose Bonds are held on its
behalf by a broker, dealer, bank, custodian, trust company or other nominee
must contact such entity if it wishes to participate in the vote. This
announcement is issued by EIG Pearl Holdings S.à r.l.. None of the Offshore
Security Agent or the Bond Trustee accepts any responsibility for the contents
of this announcement.
This notice is given by EIG Pearl Holdings S.à r.l. of 6 rue Eugène Ruppert
L-2453 Luxembourg, Grand Duchy of Luxembourg and contains inside information
for the purposes of The Market Abuse (Amendment) (EU Exit) Regulations 2019,
encompassing information relating to the proposals described above.
Legal Entity Identifier number:
EIG Pearl Holdings S.à r.l. - 549300KIMRL45BWA5H76
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(http://www.rns-pdf.londonstockexchange.com/rns/7438Z_1-2022-9-16.pdf)
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