- Briefing Room
- Consumer Engagement
- Commerce 3.0
Tristan Oil Ltd. (Tristan), the issuer of 10 ½ per cent senior secured notes due January 1, 2012 in the aggregate principal amount of US$531,110,000 (the Notes) announces that on December 17, 2012, it entered into an agreement (the Sharing Agreement) with holders of Notes holding 64.25% of the aggregate principal amount of Notes (the Majority Noteholders). Subsequently, additional holders of Notes have adhered to the Sharing Agreement (together with the Majority Noteholders, the Participating Noteholders) such that, as at today’s date, Participating Noteholders holding in excess of 88.5% of the aggregate principal amount of the Notes are parties to the Sharing Agreement.
Parties associated with Tristan, including its shareholder Anatolie Stati, along with Gabriel Stati, Ascom Group S.A. and Terra Raf Trans Traiding Ltd. (the Claimant Parties), have initiated an arbitration against the Republic of Kazakhstan seeking substantial damages for the alleged expropriation of certain of the Claimant Parties’ interests in Kazpolmunay LLP and Tolkynneftegaz LLP, the Guarantors under the Notes, as well as certain other assets of the Guarantors (the Arbitration).
The Claimant Parties contend that as a result of these actions by the Republic of Kazakhstan, Tristan failed to pay interest on the Notes on July 1, 2010. That failure subsequently became an Event of Default and additional Events of Default under the Notes have occurred and are continuing as a result of the Notes having matured and the failure of Tristan or the Guarantors to make payment thereon.
Summary Description of Sharing Agreement:
Under the Sharing Agreement:
The Consent Solicitation and the Pre-Packaged Bankruptcy:
The benefits of the Sharing Agreement are to be made available to all holders of Notes by way of a consent solicitation (the Consent Solicitation) which will amend the terms of the Notes, including those changes as set out above. Following the Consent Solicitation, the Notes held by Participating Noteholders will cease to be in default and the Participating Noteholders will forbear from seeking any remedies with respect to the Notes until January 1, 2014 unless other material defaults under the Sharing Agreement or the Notes occur prior thereto. The Consent Solicitation is expected to be launched during the month of January 2013.
The Participating Noteholders have agreed to vote in favour of the Consent Solicitation and have agreed that they will only sell their Notes to parties which adhere to the terms of the Sharing Agreement and vote in favour of the Consent Solicitation.
In the event that Noteholders holding 85% in aggregate principal amount of the Notes do not vote in favour of the Consent Solicitation, Tristan will seek to implement the restructuring by way of a pre-packaged Chapter 11 bankruptcy filing in the United States Bankruptcy Court for the Southern District of New York (the Bankruptcy). The Participating Noteholders have also agreed to vote in favour of any such bankruptcy plan to give effect to the Sharing Agreement.
For further information contact Mr. Artur Lungu, CFO, at firstname.lastname@example.org or tel.: +37369602130