4.750% Notes due 2032
(CUSIP No. 716564 AA7 (144A)/P7808B AA5 (REG S)
(ISIN No. US716564AA72 (144A)/USP7808BAA54 (REG S))
and
5.625% Notes due 2047
(CUSIP No. 716564 AB5 (144A)/P7808B AB3 (REG S)
(ISIN No. US716564AB55 (144A)/USP7808BAB38 (REG S))
LIMA, Perú, May 30, 2023 — Petróleos del Perú – Petroperú S.A. (the “Company“) today announced that, upon the terms and subject to the conditions set forth in the Consent Solicitation Statement dated May 30, 2023 (the “Consent Solicitation Statement“), it is soliciting consents (“Consents“) from the Holders of its outstanding (i) 4.750% Notes due 2032 (the “2032 Notes“) and (ii) 5.625% Notes due 2047 (the “2047 Notes” and, collectively with the 2032 Notes, the “Notes” and, each, a “Series“) to a proposed amendment (the “Proposed Amendment“) to the indentures governing the Notes (the “Consent Solicitation“). All capitalized terms used herein, but not defined herein, have the meanings assigned to such terms in the Consent Solicitation Statement.
The purpose of the Consent Solicitation and the Proposed Amendment is to extend the timeframe within which the Company must deliver its Audited Financial Statements after the end of fiscal year 2022 under Section 10.09(a)(i) of each Indenture to September 30, 2023, solely if the Company does not deliver its Audited Financial Statements on or before July 29, 2023.
The Consent Solicitation will expire at 5:00 p.m. (New York City time) on June 6, 2023, unless extended by the Company (such time and date, as the same may be extended, the “Expiration Time“).
Subject to certain conditions, which are more fully described below, if the Information and Tabulation Agent for the Consent Solicitation receives validly delivered Consents from Holders representing a majority of the aggregate principal amount of Outstanding 2032 Notes and a majority of the aggregate principal amount of Outstanding 2047 Notes (the “Requisite Consents“) on or prior to the Expiration Time and those Consents are not revoked prior to the earlier of (a) the first time and date on which the Requisite Consents are received and (b) 5:00 p.m. (New York City time) on June 6, 2023, unless extended by the Company (such time and date, as the same may be extended, the “Revocation Deadline“), the Company will pay to each Holder who has validly delivered and not revoked its Consent (1) a fee in cash equal to US$0.50 for each US$1,000 principal amount of Notes (the “Consent Fee“), and (2) solely if the Company does not deliver its Audited Financial Statements for fiscal year 2022 on or before July 29, 2023, a fee in cash equal to US$0.50 for each US$1,000 principal amount of Notes (the “Additional Consent Fee“).
The Consent Fee and, if applicable, the Additional Consent Fee, will not become payable with respect to any Series unless (i) the Requisite Consents have been received on or prior to the Expiration Time (and not revoked on or prior to the Revocation Deadline) with respect to both Series; and (ii) supplemental indentures documenting the Proposed Amendment have been executed by the Company and The Bank of New York Mellon, as indenture trustee, and (iii) certain other general conditions described in the Consent Solicitation Statement are satisfied or waived by the Company.
The Proposed Amendment contained in the Supplemental Indentures will not become operative unless all conditions to the Consent Solicitation are satisfied or, where possible, waived by the Company, and payment of the Consent Fee, and if applicable, payment of the Additional Consent Fee, is made.
The Company has the right, in its sole discretion, to amend or terminate the Consent Solicitation at any time.
Citigroup Global Markets Inc., HSBC Securities (USA) Inc., J.P. Morgan Securities LLC and Santander US Capital Markets LLC are acting as Solicitation Agents for the Consent Solicitation. The Information and Tabulation Agent is Global Bondholder Services Corporation.
Requests for documentation should be directed to Global Bondholder Services Corporation toll-free at +1 (855) 654-2014. Questions regarding the Consent Solicitation should be directed to the Solicitation Agents toll-free at +1 (212) 723-6106 (for Citigroup), +1 (888) HSBC-4LM (for HSBC), +1 (866) 876-2874 (for J.P. Morgan) or +1 (855) 404-3636 (for Santander).
This press release is neither an offer to purchase nor a solicitation of an offer to sell securities.
None of the Company, the Solicitation Agents or the Information and Tabulation Agent makes any recommendation as to whether holders should Consent or refrain from Consenting to the Proposed Amendment. Holders must make their own decision as to whether to deliver their Consents.
About Petroperú:
Petróleos del Perú – Petroperú S.A. established in 1981 as a Public Limited Company pursuant with Legislative Decree No 43 (founded in 1969), Petroperú is the largest hydrocarbon corporate entity in Peru in terms of total sales and the largest enterprise of the Peruvian sovereign (100% owned by Peru). It is also Peru’s second largest refiner in terms of refining volume capacity and forms a critical part of the country’s energy infrastructure and economy. It has the largest distribution network for crude oil and refined products in the country, and it is the sole provider of refined products to certain areas of Peru. It is also the owner and operator of Peru’s main oil pipeline, the “Norperuano Pipeline,” which connects the crude oil production fields in the northern rainforest of Peru with its facilities in the Port of Bayovar near its Talara Refinery. Its business is comprised primarily of midstream and downstream petroleum activities, including the refining and blending of crude and intermediate hydrocarbon products, the distribution and sale of refined products through its wholesale distributors and associated retail service stations and direct sales, the transportation of crude through the Norperuano Pipeline, and the leasing of certain of its facilities to third parties. Petroperú also has a presence in the upstream sector.
Advisories:
Cautionary Note Concerning Forward-Looking Statements
The Consent Solicitation Statement contains statements that are or may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements are not guarantees of future performance and involve risks and uncertainties. Actual results may differ materially from those described in such forward-looking statements included in the Consent Solicitation Statement. You are cautioned not to place undue reliance on such forward-looking statements, which speak only as of their dates. The Company disclaims any obligation or undertaking to update publicly or revise any forward-looking statement contained in this press release or the Consent Solicitation Statement, whether as a result of new information, future events or otherwise. Future events or circumstances could cause actual results to differ materially from historical results or those anticipated.
SOURCE Petróleos del Perú – Petroperú S.A.
