REG-Petrofac Limited Petrofac Limited: Pricing of US$600,000,000 Aggregate Principal Amount of Senior Secured Notes Due 2026

PetrofacAnnouncement

01/11/2021 07:05

============

   Petrofac Limited ( PFC)
   Petrofac Limited: Pricing of US$600,000,000 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.

   ══════════════════════════════════════════════════════════════════════════

                                 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 US$600,000,000 Aggregate Principal Amount
                        of Senior Secured Notes Due 2026

    

   Petrofac Limited (the "Company" or "Petrofac") today announces the
   successful pricing of its offering of US$600,000,000 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 US$275,000,000 (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 US$180 million
   revolving credit facility, a new AED185 million (US$50 million) bilateral
   facility and amendment of an existing US$50 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 US$106
   million (£77 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

    1 jonathan.yarr@petrofac.com

    

   Alison Flynn, Group Director of Communications and Sustainability

    2 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
    3 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.

   This communication does not constitute an offer of securities to the
   public in the United Kingdom. In the United Kingdom, this Announcement is
   only being distributed only to, and are directed only at persons who are
   "qualified investors" (as defined in the UK Prospectus Regulation) who are
   (i) persons having professional experience in matters relating to
   investments falling within Article 19(5) of the Financial Services and
   Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the
   "Order"), (ii) high net worth entities falling within Article 49(2)(a) to
   (d) of the Order, or (iii) persons to whom it would otherwise be lawful to
   distribute them, all such persons together being referred to as "Relevant
   Persons". The preliminary offering memorandum produced for the offering of
   the Temporary Notes and this Announcement are being distributed only to
   and directed only at Relevant Persons and must not be acted on or relied
   upon by persons who are not Relevant Persons. Any investment or investment
   activity to which this document relates is available only to Relevant
   Persons and will be engaged in only with Relevant Persons. In the United
   Kingdom, any offer of the Temporary Notes is only available to, and any
   invitation, offer or agreement to subscribe, purchase or otherwise acquire
   such Temporary Notes will be engaged in only with, Relevant Persons. The
   preliminary offering memorandum produced for the offering of the Temporary
   Notes and its contents are confidential and should not be distributed,
   published or reproduced (in whole or in part) or disclosed by any
   recipients to any other person. Any person in the United Kingdom that is
   not a Relevant Person should not act or rely on the preliminary offering
   memorandum produced for the offering of the Temporary Notes or this
   Announcement or its contents. The Temporary Notes described in the
   preliminary offering memorandum are not being offered to the public in the
   United Kingdom.

   MiFID II professionals /ECPs-only / No PRIIPs KID - Manufacturer target
   market (MIFID II product governance) is eligible counterparties and
   professional clients only (all distribution channels). No PRIIPs key
   information document (KID) has been prepared as not available to retail
   investors in EEA or the United Kingdom. 

   The distribution of this Announcement and/or the offering of the
   Securities in certain jurisdictions may be restricted by law. No action
   has been taken by the Company or J.P. Morgan or Goldman Sachs or any of
   their respective affiliates that would permit an offering of the
   Securities in any jurisdiction or result in the possession or distribution
   of this Announcement or any other offering or publicity material relating
   to Securities in any jurisdiction where action for that purpose is
   required.

   Persons distributing any part of this Announcement must satisfy themselves
   that it is lawful to do so. Persons (including, without limitation,
   nominees and trustees) who have a contractual or other legal obligation to
   forward a copy of this Announcement should seek appropriate advice before
   taking any such action. Persons into whose possession this Announcement
   comes are required by the Company, J.P. Morgan and Goldman Sachs to inform
   themselves about, and to observe, such restrictions.

   This Announcement contains (or may contain) certain forward-looking
   statements with respect to certain of the Company's current expectations
   and projections about future events. These statements, which sometimes use
   words such as "aim", "anticipate", "believe", "intend", "plan",
   "estimate", "expect" and words of similar meaning, reflect the directors'
   beliefs and expectations and involve a number of risks, uncertainties and
   assumptions which may occur in the future, are beyond the Company's
   control and could cause actual results and performance to differ
   materially from any expected future results or performance expressed or
   implied by the forward-looking statement. Statements contained in this
   Announcement regarding past trends or activities should not be taken as a
   representation that such trends or activities will continue in the future.
   The information contained in this Announcement is subject to change
   without notice and, except as required by applicable law, the Company does
   not assume any responsibility or obligation to update publicly or review
   any of the forward-looking statements contained in it, nor do they intend
   to. You should not place undue reliance on forward-looking statements,
   which speak only as of the date of this Announcement. No statement in this
   Announcement is or is intended to be a profit forecast or profit estimate
   or to imply that the earnings of the Company for the current or future
   financial years will necessarily match or exceed the historical or
   published earnings of the Company. As a result of these risks,
   uncertainties and assumptions, the recipient should not place undue
   reliance on these forward-looking statements as a prediction of actual
   results or otherwise.

   ══════════════════════════════════════════════════════════════════════════

   ISIN:           GB00B0H2K534
   Category Code:  IOD
   TIDM:           PFC
   LEI Code:       2138004624W8CKCSJ177
   OAM Categories: 3.1. Additional regulated information required to be
                   disclosed under the laws of a Member State
   Sequence No.:   125618
   EQS News ID:    1245007


    
   End of Announcement EQS News Service

   ══════════════════════════════════════════════════════════════════════════

    4 fncls.ssp?fn=show_t_gif&application_id=1245007&application_name=news&site_id=refinitiv

References

   Visible links
   1. mailto:jonathan.yarr@petrofac.com
   2. mailto:alison.flynn@petrofac.com
   3. https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=redirect&url=9fe21fdf68d48cc06116e9fe9587a1c8&application_id=1245007&site_id=refinitiv&application_name=news


============