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Press release from CNW Group

Pacific Rubiales Announces Results of its Senior Note Exchange Offer

Monday, December 19, 2011

Pacific Rubiales Announces Results of its Senior Note Exchange Offer09:29 EST Monday, December 19, 2011/NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES/TORONTO, Dec. 19, 2011 /CNW/ - Pacific Rubiales Energy Corp. (TSX: PRE; BVC: PREC) announced today the results of the early exchange period of the exchange offer (the "Early Exchange Period") that commenced on December 5, 2011 whereby its U.S.$450 million 8.750% senior notes due 2016 (CUSIP Nos. 69480U AB3 (Rule 144A) and C71058 AA6 (Reg. S) and ISIN Nos. US69480UAB35 (Rule 144A) and USC 71058AA68 (Reg. S)) (the "Existing Notes") may be exchanged for newly issued U.S. dollar-denominated 7.25% Senior Notes due 2021 (the "New Notes").Pacific Rubiales also announced today the extension of the expiration date of the exchange offer from January 2, 2012 to 11:59 p.m. (Toronto time) on January 3, 2012 (the "Expiration Date") and the extension of the right to receive an early participation payment until the Expiration Date.As of the end of the Early Exchange Period, which commenced on December 5, 2011 and closed on December 16, 2011 at 5:00 p.m. (Toronto time), U.S.$336.4 million aggregate principal amount of Existing Notes were validly tendered and accepted in exchange for New Notes.  This represents approximately 74.75% of the total outstanding Existing Notes.In conjunction with the exchange offer, the Company is also soliciting consents to proposed amendments to the indenture governing the Existing Notes.  The proposed amendments will be adopted as a result of the requisite consents being obtained from a majority of the aggregate principal amount of Existing Notes.Eligible Holders (as defined below) who tendered their Existing Notes during the Early Exchange Period will receive, in exchange for each US$1,000 of principal amount of Existing Notes exchanged, an aggregate principal amount of New Notes equal to U.S.$1,150, which includes the early participation payment of U.S.$30.Eligible Holders who validly tender their Existing Notes and grant their consents after the Early Exchange Period but prior to the Expiration Date were originally not eligible to receive the early participation payment, but were eligible to receive only the exchange price of US$1,120 in principal amount of New Notes for each US$1,000 in principal amount of Existing Notes validly tendered and accepted.  However, the Company has announced that it will extend the right to receive the early participation payment to Eligible Holders who validly tender their Existing Notes on or prior to the Expiration Date.The New Notes will be direct, unsecured, subordinated obligations and will rank pari passu without preference among themselves. The New Notes will bear interest at an annual rate of 7.25% on the outstanding principal amount, payable semi-annually in arrears on each June 12 and December 12 of each year, commencing on June 12, 2012. The New Notes will mature on December 12, 2021. The exchange offer and consent solicitation is being solicited only from holders of Existing Notes: (a) who are "qualified institutional buyers," or "QIBs," as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"); and (b) outside the United States to holders of Existing Notes who are persons other than "U.S. persons", as defined in Regulation S under the Securities Act, and who are eligible to participate in the exchange offer and consent solicitation pursuant to the securities laws of the jurisdiction in which they are located. Holders of Existing Notes who: (i) are eligible to participate in the exchange offer and consent solicitation pursuant to at least one of the foregoing conditions; and (ii) held Existing Notes as of the Expiration Date are referred to herein as "Eligible Holders".None of the exchange offer, the consent solicitation or the New Notes have been registered, and will not be registered, under the Securities Act, or under the securities laws of any other jurisdiction. The New Notes may not be offered within the United States or to, or for the account or benefit of, U.S. persons, except to Eligible Holders in compliance with section 4(2) or Regulation S under the Securities Act, as applicable. Only Eligible Holders are authorized to receive or review the exchange offer and consent solicitation statement or to participate in the exchange offer and consent solicitation. In Canada, only accredited investors (as defined under applicable securities laws) will be able to participate in the exchange offer and consent solicitation, or in the offering of the New Notes. None of the exchange offer, the consent solicitation or the New Notes, will be offered to undetermined Colombian residents or to more than a 100 determined Colombian residents.For a discussion of some of the income tax considerations relating to the exchange offer, Eligible Holders are encouraged to review the applicable offering memorandum dated December 5, 2011. Eligible Holders should consult their own tax advisors with respect to the tax consequences attributable to the exchange offer.Global Bondholder Services Corporation has been appointed as the information and exchange agent for the exchange offer and consent solicitation. Holders may contact the information and exchange agent toll free at (866) 795-2200.Pacific Rubiales, a Canadian-based company and producer of natural gas and heavy crude oil, owns 100 percent of Meta Petroleum Corp., a Colombian oil operator which operates the Rubiales and Piriri oil fields in the Llanos Basin in association with Ecopetrol, S.A., the Colombian national oil company, and 100 percent of Pacific Stratus Energy Corp. which operates the La Creciente natural gas field. The Company is focused on identifying opportunities primarily within the eastern Llanos Basin of Colombia as well as in other areas in Colombia and northern Peru. Pacific Rubiales has working interests in 46 blocks in Colombia, Peru and Guatemala.The Company's Shares trade on the Toronto Stock Exchange and La Bolsa de Valores de Colombia under the ticker symbols PRE and PREC, Cautionary Note Concerning Forward-Looking InformationThis news release contains forward-looking information. All information, other than statements of historical fact, that address activities, events or developments that the Company believes, expects or anticipates will or may occur in the future (including, without limitation, statements regarding estimates and/or assumptions in respect of production, revenue, cash flow and costs, reserve and resource estimates, potential resources and reserves and the Company's exploration and development plans and objectives) is forward-looking information. This forward-looking information reflects the current expectations or beliefs of the Company based on information currently available to the Company. Forward-looking information is subject to a number of risks and uncertainties that may cause the actual results of the Company to differ materially from those discussed in the forward-looking statements, and even if such actual results are realized or substantially realized, there can be no assurance that they will have the expected consequences to, or effects on the company. Factors that could cause actual results or events to differ materially from current expectations include, among other things: uncertainty of estimates of capital and operating costs, production estimates and estimated economic return; the possibility that actual circumstances will differ from the estimates and assumptions; failure to establish estimated resources or reserves; fluctuations in petroleum prices and currency exchange rates; inflation; changes in equity markets; political developments in Colombia, Guatemala or Peru; changes to regulations affecting the Company's activities; uncertainties relating to the availability and costs of financing needed in the future; the uncertainties involved in interpreting drilling results and other geological data; and the other risks disclosed under the heading "Risk Factors" and elsewhere in the Company's annual information form dated March 10, 2011 on SEDAR at www.sedar.com. Any forward-looking information speaks only as of the date on which it is made and, except as may be required by applicable securities laws, the Company disclaims any intent or obligation to update any forward-looking information, whether as a result of new information, future events or results or otherwise. Although the Company believes that the assumptions inherent in the forward-looking information are reasonable, forward-looking information is not a guarantee of future performance and accordingly undue reliance should not be put on such information due to the inherent uncertainty therein.For further information: Mr. Christopher (Chris) LeGallais Sr. Vice President, Investor Relations (647) 295-3700 Ms. Carolina Escobar V Manager, Investor Relations (57 1) 628-3970 Ms. Belinda Labatte (647) 428-7035