Consent Solicitation Results at Early Consent Deadline
Nostrum Oil & Gas Finance B.V. (the “Issuer”) today announces its results at the Early Consent Deadline to the invitations to holders of its outstanding U.S.$250,000,000 5.00 per cent. Senior Secured Notes due 2026 (the “Senior Secured Notes”) and its U.S.345,078,171 1.00 / 13.00 per cent. Senior Unsecured Notes due 2026 (the “Senior Unsecured Notes” and together with the Senior Secured Notes, the “Notes”) to consent to certain modifications of the respective terms and conditions of the Notes (the “Conditions”) to: (1) waive any and all defaults or events of default arising out of the Issuer’s failure to pay interest due under the Notes on 30 June 2025 or that may arise in relation to any failure to pay interest due on the Notes for any subsequent interest period; provided that (i) the Issuer pays to eligible Noteholders the applicable Consent Fee as set out in the Consent Solicitation Memorandum and (ii) within 10 Business Days of obtaining certain regulatory licences (as fully described in the Consent Solicitation Memorandum), the Issuer makes the applicable interest payments due on the Notes, (2) permit payment of the applicable Consent Fee, (3) permit the accrual of PIK Interest for the interest period ending 30 June 2025 and for any subsequent interest period without the payment of such PIK Interest, such that the amount will remain accrued but unpaid on the Notes and no default interest shall be payable pursuant to this accrual applying and (4) permit the Issuer to change the debt service reserve account (DSRA) to another account provided it is part of the Collateral securing the Senior Secured Notes (the “Proposed Amendments”).
Description of Notes | Regulation S Notes: CUSIP / ISIN | 144A Notes: CUSIP / ISIN | Aggregate Principal Amount Outstanding | Early Consent Fee3 | Late Consent Fee4 |
USD $250,000,000 5.00% Senior Secured Notes due 2026 | N64884AF1 / USN64884AF16 | 66978CAF9 / US66978CAF95 | U.S.$244,372,0001 | USD $5.00 per USD $1,000 in nominal amount of Senior Secured Notes. | USD $2.50 per USD $1,000 in nominal amount of Senior Secured Notes. |
USD $345,078,171 1.00%/13.00% Senior Unsecured Notes due 2026 | N64884AE4 / USN64884AE41 | 66978CAD4 / US66978CAD48 | USD $428,431,1692 | USD $2.50 per USD $1,000 in nominal amount of Senior Unsecured Notes. | USD $1.25 per USD $1,000 in nominal amount of Senior Unsecured Notes. |
Copies of the Consent Solicitation Memorandum are available from the Information and Tabulation Agent as set out below. Capitalised terms used in this announcement but not defined have the meanings given to them in the Consent Solicitation Memorandum.
- Reflects the cancellation of certain securities that were not claimed from the holding company trust.
- This figure does not include the capitalised payment-in-kind interest for the interest payment date on 30 June 2025, which has not been allocated through the Clearing System. If the capitalised payment-in-kind interest payment had been allocated through the Clearing System, the amount outstanding under the Senior Unsecured Notes would be USD $456,279,196. For the purposes of voting for the Proposed Amendments, the amount outstanding shall be USD $428,431,169.
- Payable to Noteholders who consent on or prior to the Early Consent Deadline of 5:00 p.m. (New York City time) on 15 September 2025.
- Payable to Noteholders who consent after the Early Consent Deadline, but on or prior to the Expiration Deadline of 5:00 p.m. (New York City time) on 19 September 2025.
THE OFFER COMMENCED ON 2 SEPTEMBER 2025 AND THE EARLY CONSENT DEADLINE EXPIRED AT 17:00 HOURS (NEW YORK CITY TIME) / 22:00 HOURS (LONDON TIME) ON 15 SEPTEMBER 2025 (THE “EARLY CONSENT DEADLINE”).
Consent Solicitation Results At Early Consent Deadline
Senior Secured Notes
Pursuant to the Trust Deeds relating to the Senior Secured Notes, if Noteholders representing not less than 75% of the principal amount of the Senior Secured Notes deliver Consent Instructions in favour of an Extraordinary Resolution, such Extraordinary Resolution shall be approved by way of written consent and no Meeting shall be required with respect to the relevant Notes to vote on the Extraordinary Resolution.
Noteholders of Senior Secured Notes representing not less than 75% of the principal amount of the Senior Secured Notes have delivered Consent Instructions in favour of the applicable Extraordinary Resolutions and therefore they have been approved.
Noteholders who have not validly voted prior to the Early Consent Deadline can still vote on or prior to the Expiration Deadline will be entitled to receive the Late Consent Fee.
Senior Unsecured Notes
In respect of the Senior Unsecured Notes, in excess of 60% but under 75% in aggregate principal amount of the senior unsecured notes voted in favour of the applicable Extraordinary Resolution. At this stage, the Extraordinary Resolution in respect of the Senior Unsecured Notes has not passed and there would be no quorum at the relevant initial noteholder meeting, however, subject to any further votes, there would be a quorum at the applicable adjourned meeting and the Extraordinary Resolution would pass.
Noteholders who have not validly voted prior to the Early Consent Deadline can still vote on or prior to the Expiration Deadline will be entitled to receive the Late Consent Fee.
Unless waived by the Issuer, the implementation of the Extraordinary Resolution are conditional on each series of Notes passing the applicable Extraordinary Resolution.
Timetable
The below key dates apply in relation to the Consent Solicitation:
Date and Time | Action |
19 September 2025 17:00 hours, New York City time | Expiration Deadline Deadline for Noteholders to submit or procure delivery on their behalf to the Information and Tabulation Agent of valid Consent Instructions in order to vote on the Extraordinary Resolutions at the Meetings. Deadline for Noteholders to deliver or procure delivery to the Information and Tabulation Agent of Voting Instructions in favour of the Extraordinary Resolution to be eligible to receive the Late Consent Fee. Tabulated final results available. |
24 September 2025 From 09:00 hours, London time / 04:00 hours, New York time | Meetings of Noteholders Meeting to be held at the offices of White & Case LLP at 5 Old Broad Street, London EC2N 1DW, United Kingdom. |
As soon as practicable | Effective Date Date upon which the Supplemental Trust Deeds are expected to be executed. |
Within 3 Business Days of the Effective Date but following the Expiration Date | Settlement Date Date upon which the Early Consent Fee and the Late Consent Fee with respect to the interest payment due 30 June 2025 is paid. |
Noteholders are advised to check with any bank, securities broker or other intermediary through which they hold Notes when such intermediary would require to receive instructions from a Noteholder in order for that Noteholder to be able to participate in, or (in the limited circumstances in which revocation is permitted) revoke their instruction to participate in, the Proposed Amendments before the deadlines specified above. The deadlines set by any such intermediary and each Clearing System for the submission of Consent Instructions will be earlier than the relevant deadlines specified above.
Further information
GLAS Trust Company LLC is acting as Information and Tabulation Agent.
Any questions or requests for assistance in connection with the delivery of Tender Instructions or requests for additional copies of the Consent Solicitation Memorandum or related documents, which may be obtained free of charge, may be directed to the Information and Tabulation Agent:
The Information and Tabulation Agent |
GLAS Trust Company LLC 3 Second Street, Suite 206 |
Dated: 16 September 2025
DISCLAIMER
This announcement must be read in conjunction with the Consent Solicitation Memorandum. This announcement and the Consent Solicitation Memorandum contain important information which should be read carefully before any decision is made with respect to the Proposed Amendments. If any Noteholder is in any doubt as to the action it should take or is unsure of the impact of the Proposed Amendments, it is recommended to seek its own financial and legal advice, including as to any tax consequences, from its stockbroker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Proposed Amendments. None of the Issuer or the Information and Tabulation Agent is providing Noteholders with any legal, business, financial, tax or other advice in this announcement and the Consent Solicitation Memorandum. Noteholders should consult with their own advisers as needed to assist them in making an investment decision and to advise them whether they are legally permitted to offer Notes for cash.
None of the Information and Tabulation Agent or any of their respective directors, employees or affiliates makes any representation or recommendation whatsoever regarding the Consent Solicitation Memorandum or the Proposed Amendments, and none of the Issuer, the Information and Tabulation Agent or their respective directors, employees or affiliates makes any recommendation as to whether holders of Notes should participate in the Proposed Amendments. The Information and Tabulation Agent is the agent of the Issuer and owes no duty to any holder of Notes.
Before making a decision with respect to the Proposed Amendments, Noteholders should carefully consider all of the information in the Consent Solicitation Memorandum and, in particular, the risk factors described in the section entitled “Risk Factors and Other Considerations” in the Consent Solicitation Memorandum.