2028 $500 Million Private Offering of 5.75% Senior Notes CALGARY, Alberta, Nov 16, 2021 -- Canacol Energy Ltd. ("Canacol") (TSX:CNE) (OTCQX:CNNEF) (BVC:CNE.C) is pleased to announce the pricing and terms of its offering (the “Offering”) of senior unsecured notes in the aggregate principal amount of U.S.$500 million (the “2028 Notes”). The 2028 Notes will pay interest semi-annually at a rate of 5.75% per annum, and will mature in 2028, unless earlier redeemed or repurchased in accordance with their terms. The 2028 Notes will be fully and unconditionally guaranteed by certain subsidiaries of Canacol. The settlement and closing of the 2028 Notes offering is expected to take place on November 24, 2021, subject to customary closing conditions.
The 2028 Notes will be offered in a private placement to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act and pursuant to certain prospectus exemptions in Canada.
Canacol intends to primarily use the net proceeds of the Offering to (i) refinance its outstanding 7.250% Senior Notes due 2025 (the “2025 Notes”) pursuant to the Tender Offer and Consent Solicitation described in Canacol’s press release dated November 8, 2021 (the “Tender Offer”), (ii) pay the fees and expenses of the Offering and the Tender Offer, (iii) to refinance certain other existing indebtedness of Canacol, and (iv) for general corporate purposes, including capital expenditures.
By replacing the 2025 Notes, Canacol will benefit from (i) replacing the 2025 Notes that bear an interest rate of 7.250% with the 2028 Notes that bear an interest rate of 5.75%; (ii) a Note indenture that will contain less restrictive covenants; (iii) deferring the maturity date of Canacol’s most significant indebtedness by three years; and (iv) additional liquidity to be used towards capital expenditures.
This press release is neither an offer to sell nor a solicitation of an offer to buy the 2028 Notes, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
The 2028 Notes have not been registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements. The Offering is being made exclusively to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act, to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act and pursuant to certain prospectus exemptions in Canada.