Heritage Petroleum Company Limited’s Tender Offer, $500 Million Bond Offering, and $500 Million Loan Facility

Cleary Gottlieb represented Credit Suisse Securities, acting as dealer manager, and Credit Suisse AG, Scotia Capital Inc. and First Citizens Bank Limited as initial purchasers, and Cayman Islands Branch as joint lead arranger, global coordinator and joint book runner, in the transactions.

The transactions consisted of a cash tender offer and consent solicitation, $500 million new secured notes offering by, and a $500 million syndicated bank loan and letter of credit facility to, Heritage Petroleum Company Limited, the exploration and production subsidiary of Trinidad Petroleum Holdings Limited, the state-owned oil company of the Republic of Trinidad and Tobago.

The tender offer and consent solicitation launched on April 27, 2022 and are scheduled to expire on May 24, 2022. The final settlement date is expected to be on May 26, 2022. On May 10, 2022, the early tender and consent date, Heritage announced that approximately 92.04% of the 2026 notes were accepted for exchange under the tender offer and consent solicitation. The offering for the new 2029 notes, as well as the syndicated bank loan and letter of credit facility priced and signed on May 5 and closed on May 12, 2022. The new notes and the syndicated credit facility are secured pari passu with pledges of the revenues from Heritage’s reserves and are guaranteed by TPHL as well as Paria Fuel Trading Company Ltd, the trading and terminalling subsidiary of TPHL.

The Cleary deal team included partners Adam Brenneman (Picture) and Polina Lyadnova, associates Linda Zang, Byamba Enkhbayar, Olivia Wittel, and Xu Yang, and international lawyer Jose Fuentes. Counsel Matthew Brigham and associates Michael Sims and Adriana De Bartolo provided tax advice. All lawyers are based in New York, except Polina Lyadnova and Byamba Enkhbayar who are based in London.

Involved fees earner: Adam Brenneman – Cleary Gottlieb Steen & Hamilton; Matthew Brigham – Cleary Gottlieb Steen & Hamilton; Adriana de Bartolo – Cleary Gottlieb Steen & Hamilton; Byamba Enkhbayar – Cleary Gottlieb Steen & Hamilton; Jose Fuentes Vilalta – Cleary Gottlieb Steen & Hamilton; Polina Lyadnova – Cleary Gottlieb Steen & Hamilton; Michael Sims – Cleary Gottlieb Steen & Hamilton; Olivia Wittels – Cleary Gottlieb Steen & Hamilton; Linda Zang – Cleary Gottlieb Steen & Hamilton;

Law Firms: Cleary Gottlieb Steen & Hamilton;

Clients: Credit Suisse; Credit Suisse Securities Limited; First Citizens Bank; Scotia Capital Inc.;