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December 26, 2007 |
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PETROLEOS DE VENEZUELA: Gets 90% Tenders & Consents from Holders Petroleos de Venezuela, S.A. reported that holders of more than 90% of the aggregate principal amount of all outstanding Bonds have tendered their Bonds, and have given their consents to certain amendments that are being proposed in connection with the Offer, in connection with its tender offer and consent solicitation for any and all of the outstanding: -- 7.33% bonds due 2009 (CUSIP Nos. 156877AA0/G2025MAA9; ISIN No. USG2025MAA92), -- 7.90% Bonds due 2020 (CUSIP Nos. 156877AB8/G2025MAB7; ISIN No. USG2025MAB75), and -- 8.03% bonds due 2028 (CUSIP Nos. 156877AC6/G2025MAC5; ISIN No. USG2025MAC58), issued by Cerro Negro Finance, Ltd., in connection with the Cerro Negro extra heavy crude oil project in the Orinoco Belt region. The proposed amendments will: (i) eliminate substantially all of the restrictive covenants and events of default in the indenture, the common security agreement and the other financing documents (other than arising from payment defaults and failure to comply with provisions of the indenture as amended or the Bonds), (ii) release all of the collateral and security interests securing the Bonds, (iii) eliminate certain other covenants in the common security agreement and the other financing documents, (iv) terminate the common security agreement and other financing documents, (v) waive any and all prior and existing defaults under the indenture, the common security agreement and the other financing documents, and (vi) rescind any prior or existing notices of default delivered pursuant to the indenture and the common security agreement. In order to become effective, the proposed amendments require consents from holders of more than 75% of the aggregate principal amount of the outstanding Bonds. Holders may withdraw their tenders and their related consents at any time prior to the expiration date of the Offer at midnight on Thursday, Dec. 27, 2007. However, holders that entered into a lock-up agreement with PDVSA in connection with the Offer may withdraw their tenders and their related consents only in certain limited circumstances such as termination of the Offer or failure by PDVSA to pay the Offer consideration by Dec. 31, 2007. Holders that are parties to the lock-up agreement hold in excess of 79% of the aggregate principal amount of Bonds outstanding, and were required to tender their Bonds no later than Dec. 13, 2007. The proposed amendments will also require the consent of all of the bank lenders under the senior project loan agreement, which is part of the Cerro Negro project financing. PDVSA intends to fully repay the outstanding debt payable to the bank lenders under the senior project loan agreement concurrently with payment of the purchase price in the Offer, and expects to obtain the required consents from the bank lenders concurrently with such payment. As set forth in more detail in PDVSA's Offer to Purchase and Consent Solicitation Statement, dated Nov. 29, 2007, the value of the consideration for Bonds of each series tendered and accepted for purchase pursuant to the Offer will be fixed for all Bonds of such series at 2:00 p.m., New York City time, on the second business day immediately preceding the payment date. Payment of the purchase price is expected to be made on Dec. 28, 2007. Lazard Freres & Co. LLC is the Dealer Manager and Solicitation Agent for the tender offer and consent solicitation and may be contacted at (312) 407-6674 (call collect). Requests for documents may be directed to Global Bondholder Services Corporation, the Information Agent, at (212) 430-3774 (call collect) or (866) 470-3700 (toll free). About PDVSA Petroleos de Venezuela SA -- http://www.pdv.com/ -- is Venezuela's state oil company in charge of the development of the petroleum, petrochemical and coal industry, as well as planning, coordinating, supervising and controlling the operational activities of its divisions, both in Venezuela and abroad. The company has a commercial office in China. As reported on March 28, 2007, Standard & Poor's Ratings Services assigned its 'BB-' senior unsecured long-term credit rating to Petroleos de Venezuela S.A.'s US$2 billion notes due 2017, US$2 billion notes due 2027, and US$1 billion notes due 2037. |
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