TORONTO, – Frontera Energy Corporation announced that (the “Early Tender Date“), tenders and consents from holders of U.S.$286,599,000 (or 81.89%) of the aggregate principal amount) of its outstanding 9.700% Senior Notes due 2023 (the “Notes“), pursuant to its previously announced cash tender offer and consent solicitation (the “Offer“) made 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 Early Tender Date has now passed and withdrawal rights under the Offer have expired.
As a result of the receipt of the consents described above, the Company will enter into a supplemental indenture incorporating the proposed amendments, which 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. These amendments will not become operative unless the conditions to purchase the Notes set out in the Offer to Purchase are satisfied.
The Company’s obligation to purchase the Notes is conditioned upon the satisfaction of certain conditions set out in the Offer to Purchase, including the completion of its concurrent offering of senior notes on terms and conditions and yielding net cash proceeds satisfactory to the Company, and the final approval of the Toronto Stock Exchange (the “TSX“). These conditions have not yet been satisfied in full, and the Company has the right, in its sole discretion, to amend or terminate the Offer at any time, and settlement for all Notes tendered prior to the Early Tender and Consent Date is contingent on the satisfaction or waiver of these conditions.
The Company intends to purchase all Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Date on June 21, 2021 (the “Early Settlement Date”), subject to the satisfaction or waiver of the conditions described above. Following the Early Settlement Date, the Company intends (but is not obligated) to promptly issue a notice of redemption to redeem any Notes that remain outstanding in accordance with the terms of the Notes and the indenture, as modified by the supplemental indenture. 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 Itau 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.
Requests for documentation should be directed to Global Bondholder Services Corporation at (866) 470-3900. Questions regarding the Offer should be directed to the Dealer Managers at (212) 723-6106 (for Citigroup), (800) 820-1653 (for Credit Suisse), or (888) 770-4828 (for Itaú BBA).
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities. The Offer is being made only pursuant to the Offer to Purchase and the Letter of Transmittal.
None of the Company, the Dealer Managers, the depositary or the information agent makes any recommendation as to whether holders should tender or refrain from tendering their Notes. Holders must make their own decision as to whether to tender Notes and, if so, the principal amount of Notes to tender.
Based on publicly available information, The Catalyst Capital Group Inc., which manages funds (the “Catalyst Funds“) that hold approximately 35.8% of the common shares of the Company, exercises control or direction over US$40,670,000 principal amount of the Notes. The purchase by the Company of the Notes held by the Catalyst Funds is a “related party transaction” of the Company as defined under Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators (“MI 61-101”). The purchase will be exempt from the valuation and minority approval requirements of MI 61-101 pursuant to sections 5.5(a) and 5.7(a) of MI 61-101, respectively. The material change report to be filed by the Company in connection with the closing of the Offer will contain additional disclosure required under MI 61-101.