HOUSTON, Sept. 11, 2023 — CITGO Holding, Inc., a Delaware corporation (the “Company“), today announced the expiration and final results of its previously announced offer to purchase (the “Offer“) for cash up to $192.356 million in aggregate principal amount (the “Excess Cash Flow Offer Amount“) of its 9.25% Senior Secured Notes due 2024 (the “Notes“) at a purchase price equal to 100% of the principal amount of the Notes to be repurchased, plus accrued and unpaid interest to, but excluding, the settlement date, on the terms and subject to the conditions set forth in the Offer to Purchase, dated August 10, 2023 (the “Offer to Purchase“).
The Offer expired at 5:00 p.m., New York City time, on September 8, 2023 (the “Expiration Time“). As of the Expiration Time, $51.122 million in aggregate principal amount of the Notes had been validly tendered and not validly withdrawn prior to the Expiration Time.
Because the aggregate principal amount for all Notes tendered in the Offer did not exceed the Excess Cash Flow Offer Amount of $192.356 million, the Company will purchase $51.122 million aggregate principal amount of Notes pursuant to the Offer. Payment for such accepted Notes will be made on September 15, 2023. After giving effect to the purchase of the tendered and accepted Notes, approximately $1.234 billion in aggregate principal amount of the Notes will remain outstanding.
The Notes are governed by an indenture, dated as of August 1, 2019 (the “Indenture“), by and among the Company, the Guarantors party thereto and TMI Trust Company, as trustee (the “Trustee“). Under the terms of the Indenture, the Company is obligated to offer to purchase for cash an aggregate principal amount of up to the Excess Cash Flow Offer Amount of its outstanding Notes at the price described above. The Offer was made to satisfy this requirement.
The Excess Cash Flow Offer Amount is equal to 50% of the Excess Cash Flow (as defined in the Indenture) of the Company and certain of its subsidiaries for the Excess Cash Flow Period (as defined in the Indenture).
After the commencement of the Offer, the Company issued a conditional notice of redemption for the aggregate outstanding principal amount of Notes at a purchase price equal to 100% of the principal amount thereof (the “Redemption Price“), plus accrued and unpaid interest to, but excluding, September 20, 2023 (the “Redemption Date“). The redemption of the Notes on the Redemption Date is conditioned on the completion by the Company or one of its subsidiaries on or prior to the Redemption Date of one or more debt financings, on terms and conditions acceptable to the Company or one of its subsidiaries, as applicable, in its sole and absolute discretion, that, collectively, provide net proceeds sufficient to pay the Redemption Price in full and all fees and expenses related to such debt financings and the redemption (the “Financing Condition“). In the Company’s discretion, the Redemption Date may be delayed until the Financing Condition has been satisfied, or the redemption of the Notes may not occur and the redemption notice may be rescinded in the event that the Financing Condition has not been satisfied by the Redemption Date.
This announcement is not an offer to purchase or sell, or a solicitation of an offer to purchase or sell any securities in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction.
About CITGO Holding, Inc.
CITGO Holding, Inc. (“CITGO Holding” or the “Company“) is the direct parent of CITGO Petroleum Corporation (“CITGO“). CITGO Holding is a wholly-owned subsidiary of PDV Holding, Inc. (“PDV Holding“), a Delaware corporation and an indirect wholly-owned subsidiary of Petróleos de Venezuela, S.A. (“PDVSA” or “ultimate parent“), which is a Venezuelan corporation 100% owned and controlled by the Government of Venezuela.
CITGO manufactures or refines and markets transportation fuels as well as petrochemicals, other industrial products and lubricants. We own and operate three large-scale, highly complex petroleum refineries with a total rated crude oil refining capacity of approximately 807,000 barrels per day, located in Lake Charles, Louisiana, Corpus Christi, Texas and Lemont, Illinois. Our refining operations are supported by an extensive distribution network, which provides reliable access to our refined product end-markets. We own 30 active refined product terminals with a total storage capacity of 7.8 million barrels and have equity ownership of an additional 3.5 million barrels of refined product storage capacity through our joint ownership of an additional eight terminals, spread across 21 states. We own or have an equity interest in four additional terminals, consisting of approximately 1 million barrels of refined storage capacity, which are currently inactive or only utilized to store feedstocks used in refining operations. We also have access to more than 150 active third-party and related-party terminals through exchange, terminalling and similar arrangements. Our retail network consists of approximately 4,200 independently owned and operated CITGO-branded retail outlets located east of the Rocky Mountains. We and our predecessors have had a recognized brand presence in the U.S. for over 100 years.
Forward-Looking Statements
This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “will,” “would,” “should,” the negative of these terms and similar terms and phrases. These statements relate to, among other things, expectations regarding revenues, costs and expenses, refining and other margins, profitability, cash flows, capital expenditures, liquidity and capital resources, our working capital requirements and other financial and operating items. These statements also relate to our industry, business strategy, goals and expectations concerning our market position and future operations. Any forward-looking statements are not guarantees of our future performance and are subject to risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by these forward-looking statements. These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based on these assumptions could be incorrect. In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized or could otherwise materially affect our business, financial condition, results of operations and cash flows. We caution readers that these forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from the results that are projected, expressed or implied. We do not undertake any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.
SOURCE CITGO Petroleum Corporation
