Proposed Transaction
Nostrum Oil & Gas PLC has reached an in-principle agreement with an ad hoc group representing over 50% of its US$-denominated senior secured notes due 2026 and senior unsecured notes due 2026 to extend their maturity dates to December 31, 2030. The proposed transaction includes increasing the cash pay interest rate for secured notes from 5.00% to 5.50% and for unsecured notes from 1.00% to 2.00%, effective July 1, 2026, with an option for interest capitalization. Holders of secured notes are invited to tender for repurchase up to $30 million, with unsecured noteholders eligible for remaining funds, at expected price ranges of 40-60 cents and 16-22 cents respectively. The company is working to obtain necessary regulatory licenses, and pending their receipt, does not expect to make interest payments on these notes.
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Nostrum Oil & Gas PLC (the "Parent") announces in principle agreement with Ad Hoc Group of holders of US$-denominated senior secured notes due 2026 (ISIN: USN64884AF16; US66978CAF95) (the "SSNs") and US$-denominated senior unsecured notes due 2026 (ISIN: USN64884AE41; US66978CAD48) (the "SUNs") issued by Nostrum Oil & Gas Finance B.V. (the "Issuer")
The Parent is pleased to announce that the Parent and the Issuer have reached an in principle agreement with an ad hoc group of beneficial owners of the SSNs and the SUNs representing more than 50% of the SSNs and more than 50% of the SUNs (the "Ad Hoc Group") regarding the key commercial terms for a proposed extension of the maturity date of the SSNs and the SUNs to 31 December 2030 (as more specifically described the below, the "Proposed Transaction").
More specifically, the Proposed Transaction contemplates the following:
SSNs
- an extension of the maturity date of the SSNs from 30 June 2026 to 31 December 2030;
- an increase in the cash pay interest rate of the SSNs from 5.00% per annum to 5.50% per annum, effective from 1 July 2026;
- an option for the Issuer to elect to capitalise payments of interest as determined by the board based on working capital needs, provided that such election cannot be made in respect of two consecutive interest periods;
- an invitation to holders of the SSNs to tender their SSNs for repurchase in the form of a reverse Dutch auction, subject to a consideration cap of up to US$30 million (the "Available Consideration"), with an expected acceptable price range of 40-60c (excluding, for the avoidance of doubt, accrued and unpaid interest) (the "SSN Offer");
SUNs
- an extension of the maturity date of the SUNs from 30 June 2026 to 31 December 2030;
- an increase in the cash pay interest rate of the SUNs from 1.00% to 2.00% per annum, with the removal of the payment-in-kind interest rate, effective from 1 July 2026;
- an option for the Issuer to elect to capitalise payments of interest as determined by the board based on working capital needs, provided that such election cannot be made in respect of two consecutive interest periods;
- as at the date the Proposed Transaction is implemented, any SUN payment-in-kind interest for each of the interest payment dates falling on 30 June 2025, 31 December 2025 and 30 June 2026, and which has not been allocated to the principal amount of the SUNs through the clearing system, shall be deemed to be issued and capitalised;
- SUNs shall receive the same security as the SSNs on a second ranking basis;
- the existing warrants shall expire as at the date the Proposed Transaction is implemented; and
- an invitation to holders of the SUNs to tender their SUNs for repurchase in the form of a reverse Dutch auction, subject to a consideration cap of the Available Consideration (if any) remaining following the SSN Offer, with an expected acceptable price range of 16-22c (excluding, for the avoidance of doubt, accrued and unpaid interest) (together with the SSN Offer, the "Offers").
The final acceptable price ranges of the Offers are subject to market conditions and the circumstances of the Parent and its subsidiaries (the "Group") at the time the Proposed Transaction is implemented. Further updates in this regard will be issued as appropriate.
The launch of the Proposed Transaction is subject to required additional regulatory licences related to sanctioned noteholders. The Group is working to obtain the foregoing as soon as practicable and further updates in this regard will be provided in due course.
Pending receipt of such additional regulatory licences, the Group does not expect to be in a position to make any interest payments with respect to the SSNs and the SUNs. Consent fees will continue to be payable to applicable non-sanctioned noteholders with respect to interest payments that fall due (if any) on the same basis as described in the Issuer's consent solicitation memorandum dated 2 September 2025.
Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.