Frontera Energy Corporation is commencing a cash tender offer and consent solicitation (the "Offer") for any and all of its outstanding 9.700% Senior Notes due 2023 (the "Notes"), upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated as of June 7, 2021 (the "Offer to Purchase") and the related letter of transmittal (the "Letter of Transmittal").
The Offer will expire at 11:59 p.m., Eastern time, on July 2, 2021, unless extended by the Company (the "Expiration Time"). Settlement for all Notes tendered at or prior to 5:00 p.m. Eastern time, on June 18, 2021, unless extended by the Company (the "Early Tender Date") and not withdrawn prior to 5:00 p.m. Eastern time, on June 18, 2021 (the "Withdrawal Deadline"), is expected to occur on or about June 21, 2021. Settlement for all Notes tendered after the Early Tender Date and at or prior to the Expiration Time will occur promptly following the Expiration Time.
Holders tendering their Notes will be required to consent to certain proposed amendments to the indenture governing the Notes. The proposed amendments include (i) the elimination of substantially all of the restrictive covenants and certain events of default and related provisions and (ii) the shortening of the minimum notice period for the optional redemption of the Notes by the Company from 30 days to three business days (the "Proposed Amendments").
Holders who validly tender and do not validly withdraw their Notes at or before the Early Tender Date will be eligible to receive the Total Consideration with respect to the Notes, which includes the Early Tender Payment, subject to the conditions described below, as set forth in the table above. Holders who validly tender their Notes after the Early Tender Date but at or prior to the Expiration Time will be eligible, if accepted by the Company and subject to the conditions described below, to receive the Tender Consideration for the Notes, which equals the Total Consideration minus the Early Tender Payment, as set forth in the table above.
In addition, all Notes accepted for payment will be entitled to receive accrued and unpaid interest from and including the last interest payment date for the Notes to, but excluding, the applicable settlement date.
Notes tendered and consents delivered may be validly withdrawn or revoked at any time prior to the Withdrawal Deadline, and Notes tendered after the Withdrawal Deadline and prior to the Expiration Time may not be withdrawn except as required by law.
The Proposed Amendments to the indenture governing the Notes will only become operative if the Company receives tenders and consents from holders of a majority of the outstanding principal amount of the Notes. The Company intends to execute a supplemental indenture with the Proposed Amendments as soon as practicable following receipt of the requisite consents. Consummation of the Offer and payment for the tendered Notes is subject to the satisfaction or waiver of conditions set forth in the Offer to Purchase, including the completion of a debt financing on terms and conditions and yielding net cash proceeds satisfactory to the Company and obtaining approval of the Toronto Stock Exchange.
The Company's obligation to purchase the Notes is not conditioned upon the tender of any minimum principal amount of the Notes. The Company has the right, in its sole discretion, to amend or terminate the Offer at any time.
The Offer is being made in connection with a concurrent offering of senior notes (the "New Notes") by the Company (the "Bond Offering"). The Bond Offering will be exempt from the registration requirements of the U.S. Securities Act of 1933, as amended (the "Securities Act"), or the securities laws of any other jurisdiction, and the New Notes will be offered to qualified institutional buyers pursuant to Rule 144A under the Securities Act and to non-U.S. persons outside the United States in compliance with Regulation S under the Securities Act. The Offer is not an offer to sell or a solicitation of an offer to buy the New Notes.
Tendering Holders who wish to tender their Notes for cash and also subscribe for the New Notes should quote a unique identifier code ("Unique Identifier Code"), which can be obtained by contacting Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Itau BBA USA Securities, Inc. (the "Dealer Managers and Solicitation Agents"), in their ATOP, Electronic Acceptance Instruction or Letter of Transmittal (as defined in the Offer to Purchase). A Unique Identifier Code is not required for a Holder to tender its Notes, but if a tendering Holder wishes to subscribe for the New Notes, such holder should obtain and quote a Unique Identifier Code in its ATOP, Electronic Acceptance Instruction or Letter of Transmittal.
The Company will review tender instructions received on or prior to the Early Tender Date and may give priority to those investors tendering with Unique Identifier Codes in connection with the allocation of New Notes. However, no assurances can be given that any Holder that tenders Notes will be given an allocation of New Notes at the levels it may subscribe for, or at all.
Following the settlement date for Notes tendered at or prior to the Early Tender Date, the Company intends (but is not obligated) to promptly issue a notice of redemption to redeem such Notes in accordance with the terms of the Notes and the indenture, as modified by the supplemental indenture, if applicable. The Company also intends (but is not obligated) to deposit into a trust account of the trustee an amount that would be sufficient to satisfy and discharge all of its obligations under the indenture in respect of any Notes that remain untendered or unpurchased following the final settlement date. However, neither of this press release, the Offer to Purchase nor the Letter of Transmittal constitutes a notice of redemption of the Notes or an obligation to issue a notice of redemption of the Notes.
Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Itaú BBA USA Securities, Inc. are acting as dealer managers for the Offer (the "Dealer Managers"). The depositary and the information agent is Global Bondholder Services Corporation.
