Gkp comparison30 Jan 2021 08:22
Balance Sheet Restructuring Transaction
Unless the context otherwise requires, capitalised terms in this announcement shall have the meaning set out in the appendix hereto.
Gulf Keystone has reached agreement with a majority of its creditors, including holders of approximately 66% of the aggregate principal amount of the Guaranteed Notes and approximately 50% of the aggregate principal amount of the Convertible Bonds, as well as its largest Shareholders, Capital Research and Management Company, as investment advisor to New World Fund, Inc. and SMALLCAP World Fund, Inc. ("Capital"), to address its short and longer term funding needs via a capital restructuring and open offer (the "Restructuring").
Gulf Keystone's Guaranteed Notes and Convertible Bonds mature in April 2017 and October 2017, respectively. The Company's ability to service, refinance and/or repay those instruments has been severely impaired by the current low oil price environment and adverse geopolitical developments. The Directors, supported by their advisors, pursued multiple options to address these issues. The end result of this process is that the Board has concluded that the only prospect for the Company to continue trading and avoid a liquidation is to effect a substantial restructuring of the Company's balance sheet and that the Restructuring (as presented in this announcement) is in the best interest of the Company and its stakeholders.
Key highlights
· Debt reduction: Implementation of a new capital structure intended to strengthen the Company's balance sheet with a significant debt reduction from over US$600 million to US$100 million through the conversion of over US$500 million of existing debt into equity of the Company by way of a UK scheme of arrangement among the Company, the Guaranteed Noteholders and the Convertible Bondholders
· Improved liquidity: With an equity raise of US$20-25 million through the Open Offer, a reduction of financing costs and the removal of the US$32.5 million Debt Service Reserve Account covenant. This increase in liquidity is designed to allow the Company to continue trading and developing the Shaikan field to unlock its potential as one of the most significant assets in Kurdistan. It is expected to allow the implementation of the Company's near-term investment plan to maintain production at 40,000 barrels of oil per day ("bopd") with the potential to increase production to 55,000 bopd
· Shareholder dilution and re-investment option: Following the Debt Equitisation of over US$500 million and not including Shareholders' rights to subscribe in the Open Offer, Shareholders' ownership of the Company will be diluted to 5%; however, Shareholders will have the ability to re-invest in a well-capitalised Company by participating in the US$25 million Open Offer for 10% of GKP's equity at closing of the Restructuring
· To the extent the US$25 million is not fully subscribed by Shareholders, Capital has agreed to subscribe fo