RE: RE: email responseGreat work guys!!!
I think that this is also a key paragraph fron the original debt/equity swap support agreement posted on SEDAR last week;
(c) Notwithstanding Sections 9(a) and (b), the Company shall not be prevented from
receiving any proposal for a refinancing, recapitalization or other extraordinary
transaction from a third party and negotiating such proposal with a third party if
the Board, on advice of its financial and legal advisors, determines that such
proposal would reasonably be expected to result in a transaction more favourable
to the Company and its stakeholders and no less favourable for the Noteholders
than the Recapitalization (including, without limitation, full payment in cash by
the Company of the aggregate amount of Debt in respect of the Notes) (a
"Superior Proposal"). In the event the Company receives any proposal from athird party that the Board believes may constitute a Superior Proposal, it will
promptly notify the Noteholder Support Group of the terms thereof, including the
identity of the proposing party(ies). In the event that the Board, after consultation
with its financial and legal advisors, determines in good faith that it can no longer
support or recommend the Recapitalization, the Company shall promptly (in any
event no later than one (1) business day following such determination) so inform
the Noteholder Support Group (including as to the terms of any such proposal that
the Board has determined is a Superior Proposal) and the Initial Backstop Parties
shall have ten (10) business days to propose an alternative to the Superior
Proposal that is of comparable value to the Company and its stakeholders and no
less favourable for the Noteholders than the Superior Proposal and, at which time,
the Company shall commit to and pursue such alternative proposal."
Shareholders are stakeholders so how the hell, "in good faith" can the board call the CNOOC buyout proposal as a superior or more favourable transaction for all stake holders. We had 20% of the company and now we have nothing except a 1.5% payout!!!!!! In the end, bondholders will have less money in thier pockets as they will not get any shares which will obviously grow in value over the next few years. As well, the new transaction (buyout) has no mention of any future money set up for expansion, including thenew $375 mil financing and the $500 million influx from the warrants, so how is this better for the company?
As far as I can see this is a blatantly obvious breach of agreement!!!!!
The question I have is; who are the backstop parties? As far as I could tell, they are a noteholder support group but their names were taken off of the agreement which was posted on SEDAR.
Giver