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Update: delayed interest payments,proposed actions

In brief · summary, not quotable

Company failed to pay USD 700m bond interest by June 30 deadline due to payment administration issues; seeking regulatory licenses and bondholder consent.

  • USD 5.00% Senior Secured Notes due 2026 USD $244,372,000
  • USD 1.00%/13.00% Senior Unsecured Notes due 2026 USD $456,279,196
  • Total Notes Outstanding USD $700,651,196
  • Interest payment due date 30 June 2025
  • Days overdue as of announcement 30 days
Full announcement

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Description of NotesCUSIP / ISINAmount Outstanding
USD 5.00% Senior Secured Notes due 2026Reg S: CUSIP: N64884AF1 / ISIN: USN64884AF16 Private Placement: CUSIP: 66978CAF9 / ISIN: US66978CAF95USD $244,372,000
USD 1.00%/13.00% Senior Unsecured Notes due 2026Reg S: CUSIP: N64884AE4 / ISIN: USN64884AE41 Private Placement: CUSIP: 66978CAD4 / ISIN: US66978CAD48USD $456,279,196* * assumes allocation of 30 June 2025 payment-in-kind interest

Payment delay

As announced on 10 July 2025 and updated on 22 July 2025, Nostrum Oil & Gas Finance B.V. (the "Issuer"), a wholly-owned subsidiary of Nostrum Oil & Gas PLC (the "Parent"), was required by June 30, 2025 to have paid accrued interest in accordance with the terms and conditions of the Issuer's outstanding notes with ISIN USN64884AF16, US66978CAF95, USN64884AE41 and US66978CAD48 (the "Notes"). The Notes are guaranteed by, among other entities, the Parent. The Issuer hereby notifies that, as of 30 July 2025, it has not paid the due interest in accordance with the terms and conditions of the Notes. As such default has continued for 30 days, such default has become an "Event of Default" (as defined in the conditions of the Notes).

The delay continues to be a result of a payment administration issue which currently does not permit the Issuer to make a payment on the Notes, including payment-in-kind interest, through the clearing systems without additional regulatory licenses related to sanctioned bondholders and/or custodians that are not affiliated with the Parent. The delay in the interest payments does not reflect any issue of the Parent's or Issuer's solvency or liquidity. All underlying funds for making the interest payments are available and secured.

Proactive assessment of options

The Parent continues to proactively assess options to facilitate a payment to holders of the Notes as soon as possible in compliance with all applicable rules and regulations. In order to facilitate a positive outcome for holders of the Notes, the Parent intends to seek applicable regulatory licenses and in the meantime the Issuer intends to launch a consent solicitation in relation to the Notes primarily to:

  • Permit payments of interest on the Notes outside of the clearing systems and/or amend the payment method through the clearing systems (for both cash and payment-in-kind interest or otherwise allow such payment-in-kind interest to accrue), to the extent this can be implemented under applicable laws;
  • Waive any default or event of default that may have occurred or may occur due to the delayed payment of interest on the Notes.

Any consent solicitation will be proposed to holders of the Notes by way of electronic consent and at a noteholder meeting and, if approved, authorised by an extraordinary resolution of each series of Notes.

As the above authorisations relating to the Notes are Reserved Matters (as defined in the conditions of the Notes), this requires either approval by 75% in principal amount of the Notes and/or by 75% of those attending at a quorate meeting (each series voting separately) with the requisite quorum for passing Reserved Matters.

Timing

It is expected that any regulatory license application and approval would take a number of weeks and the relevant approval would be at the discretion of relevant authorities.

The Issuer intends to launch a noteholder meeting as soon as practicable, with notice being required for at least 21 days for an initial meeting, and a subsequent 7 days for an adjourned meeting. This may be shortened to the extent 75% in principal amount of the Notes (each series voting separately) approve the terms of the extraordinary resolution relating to each series of Notes.

The Parent thanks holders of the Notes for their support and understanding as it seeks to proactively resolve these third party issues that are delaying the interest payment due on the Notes.

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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