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Pieridae Announces Successful Refinancing, Lower Cost of Debt, Addition of Commodity Hedges and Issue of Warrants15.06.2023 | 18:20 Uhr | GlobeNewswire
CALGARY, June 15, 2023 - Pieridae Energy Ltd. ("Pieridae", "PEL", or the "Company") (TSX: PEA) is pleased to announce that its wholly-owned subsidiary Pieridae Alberta Production Ltd. ("PAPL" or the "Borrower") has successfully completed a debt refinancing transaction, resulting in new credit facilities with Prudential Private Capital ("Prudential") and Voya Investment Management ("Voya") (together, the "Noteholders"), totaling USD $150 million (the "Financing"). The Financing retires Pieridae's existing debt in advance of its upcoming maturity and materially reduces the Company's cost of capital while providing significant flexibility and liquidity to enable execution of the Company's strategic objectives. The Financing consists of:
PEL has also secured a CAD $20 million senior secured 18-month term loan (the "Bridge Term Loan") from Third Eye Capital Corporation ("TEC"), the proceeds of which have been contributed to PAPL for general corporate purposes and repayment of indebtedness. Concurrent with completion of the Financing and the Bridge Term Loan, the Company fully extinguished its previous 15% fixed rate senior secured term loan (the "Previous Term Loan"), also held by TEC, in advance of its October 2023 maturity date. PAPL settled these outstanding obligations for CAD $184.7 million including principal and accrued interest. "Pieridae is pleased to have completed this refinancing transaction with our new lenders Prudential and Voya," said Adam Gray, CFO. "The terms of this new loan structure will materially benefit Pieridae by lowering our cost of capital, adding flexible repayment features, improving liquidity, and providing credit for a commodity price hedging strategy aligned with our risk management program. The successful conclusion of this transaction is a key step in our previously announced strategy to improve financial flexibility and reduce leverage." Alvarez & Marsal Canada Securities ULC acted as exclusive financial advisor to Pieridae. STRUCTURE OF THE FINANCING1
USD $30 million, 51-month Subordinated Notes:
Key Senior Facility Financial Covenants (PAPL):
Senior Facility Rolling Hedge Requirement:
BRIDGE TERM LOAN
It is intended that proceeds from the disposition of certain non-core assets of the Company will be sufficient to satisfy the repayment of the Bridge Term Loan; however, to provide increased flexibility, PEL has agreed, pursuant to a letter agreement with TEC dated June 13, 2023, to seek disinterested shareholder approval to amend the Bridge Term Loan credit agreement to permit the conversion of the Bridge Term Loan into common shares of PEL. Disinterested shareholder approval of the amendment will be sought at a special meeting of shareholders of the Company to be held within 6 months of the Bridge Term Loan. If disinterested shareholder approval is obtained, and subject to receipt of required regulatory approvals and opinions, the Bridge Term Loan credit agreement will automatically be amended to provide for the option of PEL or TEC, on behalf of the Bridge Term Loan lenders, to convert the outstanding principal amount and accrued and unpaid interest thereon and a conversion fee equal to 20% of the principal amount still outstanding, into common shares in the capital of PEL, at any time after such shareholder approval and prior to the maturity date of the Bridge Term Loan, at a conversion price equal to the five day volume weighted average trading price prior to the date of the notice of conversion. If disinterested shareholder approval is not obtained, the Bridge Term Loan will continue to be repayable in cash in accordance with its original terms, and along with the Subordinated Notes, will be subject to an interest premium. Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") An affiliate of TEC currently controls 23,255,813 common shares of PEL, representing approximately 14.6% of the issued and outstanding common shares of PEL, and 5,000,000 common share purchase warrants of PEL, with an exercise price of $0.70. As a result of TEC's participation, the Bridge Term Loan constitutes a "related party transaction" within the meaning of MI 61-101. The Company was exempt from the requirements to obtain a formal valuation or minority shareholder approval in connection with the Bridge Term Loan in reliance on sections 5.5(c) and 5.7(1)(f) of MI 61-101, as the Bridge Term Loan was obtained by the Company from a related party, which: (i) involved only cash consideration in the nature of a loan on reasonable commercial terms that are not less advantageous than if the loan were obtained from an arm's length person; and (ii) the Bridge Term Loan is not convertible into, or repayable (as to principal or interest) in, directly or indirectly, equity or voting securities of the Company or its subsidiaries. The Company did not file a material change report 21 days before completion of the Financing and the Bridge Term Loan as the final terms and provisions of the Financing and the Bridge Term Loan were not known at that time. WARRANT ISSUANCE An early warning report relating to this warrant issuance will be filed by the Holder on SEDAR, under the Company's profile at www.sedar.com. A copy of that report may be obtained by contacting William H. Bulmer at william.bulmer@prudential.com, by telephone at (214) 720-6204, or by mail at PCEP Canadian Holdco, LLC, 2200 Ross Avenue, Suite 4300W, Dallas, Texas, 75201. REPAYMENT OF PREVIOUS TERM LOAN HEDGE POSITION PAPL has already satisfied the minimum hedging requirements of the Financing and entered several new senior secured financial commodity hedge contracts with terms ranging from 5 to 48 months, augmenting the Company's previously disclosed physical and financial hedge positions. PAPL's consolidated hedge position as at June 15, 2023 is summarized below: Physical Forward Sales Hedging Contracts
The table below summarizes the debt obligations of the Company as of June 15, 2023 as compared to March 31, 2023, our most recently reported fiscal quarter:
For further information please contact:
Forward-looking statements involve significant risk and uncertainties. A number of factors could cause actual results to differ materially from the results discussed in the forward-looking statements including, but not limited to, risks associated with oil and gas exploration, development, exploitation, production, marketing and transportation, loss of markets, volatility of commodity prices, currency fluctuations, imprecision of resources estimates, environmental risks, competition from other producers, incorrect assessment of the value of acquisitions, failure to realize the anticipated benefits or synergies from acquisitions, delays resulting from or inability to obtain required regulatory approvals and ability to access sufficient capital from internal and external sources and other risks and factors outlined in reports on file with Canadian securities regulatory authorities. Forward-looking statements are based on a number of factors and assumptions which have been used to develop such forward-looking statements, but which may prove to be incorrect. Although Pieridae believes that the expectations reflected in such forward-looking statements are reasonable, undue reliance should not be placed on forward-looking statements because Pieridae can give no assurance that such expectations will prove to be correct. In addition to other factors and assumptions which may be identified in this document, assumptions have been made regarding, among other things: the impact of increasing competition; the general stability of the economic and political environment in which Pieridae operates; the timely receipt of any required regulatory and shareholder approvals; the ability of Pieridae to obtain qualified staff, equipment and services in a timely and cost efficient manner; the ability of the operator of the projects which Pieridae has an interest in, to operate the field in a safe, efficient and effective manner; the ability of Pieridae to obtain financing on acceptable terms; the ability to replace and expand oil and natural gas resources through acquisition, development and exploration; the timing and costs of pipeline, storage and facility construction and expansion and the ability of Pieridae to secure adequate product transportation; future commodity prices; currency, exchange, inflation and interest rates; the regulatory framework regarding royalties, taxes and environmental matters in the jurisdictions in which Pieridae operates; timing and amount of capital expenditures, future sources of funding, acquisition and divestiture activities, production levels, weather conditions, success of exploration and development activities, access to gathering, processing and pipeline systems, advancing technologies, and the ability of Pieridae to successfully market its oil and natural gas products. Forward-looking statements contained herein concerning the oil and gas industry and Pieridae's general expectations concerning this industry are based on estimates prepared by management using data from publicly available industry sources as well as from reserve reports, market research and industry analysis and on assumptions based on data and knowledge of this industry which Pieridae believes to be reasonable. However, this data is inherently imprecise, although generally indicative of relative market positions, market shares and performance characteristics. While Pieridae is not aware of any misstatements regarding any industry data presented herein, the industry involves risks and uncertainties and is subject to change based on various factors. Readers are cautioned that the foregoing list of factors is not exhaustive. Additional information on these and other factors that could affect Pieridae's operations and financial results are included in reports on file with Canadian securities regulatory authorities and may be accessed through the SEDAR website (www.sedar.com), and at Pieridae's website (www.pieridaeenergy.com). Although the forward-looking statements contained herein are based upon what management believes to be reasonable assumptions, management cannot assure investors that actual results will be consistent with these forward-looking statements. Investors should not place undue reliance on forward-looking statements. These forward-looking statements are made as of the date hereof and Pieridae assumes no obligation to update or review them to reflect new events or circumstances except as required by applicable securities laws. ___________________ Dieser Artikel stammt von Rohstoff-Welt.de
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