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Consent Solicitation

Consent Solicitation

On 31st October 2022, Puma Energy announced the main completion of its Infrastructure and Storage Transaction.

Consent Solicitation

Consent solicitation



This presentation, including the slide(s) preceding and following this notice, any related oral presentation or question-and-answer session and any materials distributed at, or in connection with, this presentation (collectively, the “Presentation”). The Presentation is for general information purposes only in connection with the solicitation of consents (the “Solicitation”) by Puma International Financing S.A. (the “Issuer”) from holders of its US$750,000,000 5.00% U.S. dollar-denominated Senior Notes due 2026 (the “2026 Notes”) to effect certain amendments (the “Proposed Amendments”) to the provisions of the indenture dated January 24, 2018 governing the 2026 Notes (the “Indenture”). The Solicitation is being made solely on the terms and subject to the conditions set forth in the Issuer’s consent solicitation statement, dated as of May 25, 2023 (the “Consent Solicitation Statement”). Copies of the Consent Solicitation Statement and other related documents may be obtained from Morrow Sodali Limited, at +852 2319 4130 (in Hong Kong), +44 20 4513 6933 (in London) and +1 203 609 4910 (in Stamford) and also on the consent website: Holders of the 2026 Notes are urged to review the Consent Solicitation Statement for the detailed terms of the Solicitation and the procedures for consenting to the Proposed Amendments. Holders of the 2026 Notes are solely responsible for assessing the merits of the Solicitation and should not rely on any information in this Presentation as constituting advice on the Solicitation.

This Presentation is addressed only to holders of the 2026 Notes. This Presentation is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into the United States or any other jurisdiction where to do so would be unlawful. This Presentation may not be reproduced, redistributed, published or passed on to any other person, for any purpose.

J.P. Morgan Securities plc and Société Générale (together, the “Solicitation Agents”) are acting exclusively for Puma Energy group (the “Group”) and no one else and will not be responsible for providing advice in connection with the Solicitation to anyone else. Subject to applicable law, none of the Solicitation Agents accept any responsibility whatsoever and makes no representation or warranty, express or implied, for the contents of the Presentation, including its accuracy, completeness or verification or for any other statement made or purported to be made in connection with the Group and nothing in this Presentation shall be relied upon as a promise or representation in this respect, whether as to the past or the future. The Solicitation Agents, accordingly, disclaim all and any liability whatsoever, whether arising in tort, contract or otherwise, which any of them might otherwise have in respect of the Presentation or any such statement.

This document is not an offer for sale of any securities in the United States. Securities may not be sold in the United States absent registration or an exemption from registration under the U.S. Securities Act 1933, as amended.

This Presentation includes forward-looking statements. All statements, other than statements of historical fact, included in this Presentation regarding the financial condition of the Issuer, Puma Energy Holdings Pte. Ltd. (the “Company”) and the Group or regarding future events or prospects are forward-looking statements. The words “aim,” “anticipate,” “believe,” “continue,” “estimate,” “expect,” “future,” “help,” “intend,” “may,” “plan,” “shall,” “should,” “will” or the negative or other variations of them as well as other statements regarding matters that are not historical fact, are or may constitute forward-looking statements. The absence of these words, however, does not necessarily mean that a statement is not forward-looking. In particular, the information contained in this Presentation in relation to the Group’s plans and intentions, the increased or decreased likelihood of the Group undertaking specified actions or transactions (including scheduled or additional capital expenditure, planned or opportunistic mergers and acquisitions transactions, or the intended deleveraging transactions referred to herein) or of certain other indicative developments referred to herein occurring (including as concerns the potential for the intended deleveraging transactions referred to herein to facilitate the refinancing of the Group’s syndicated credit facilities in 2024 and to positively impact credit rating agencies assessments), as well as the indicative financial information provided herein concerning the Group’s debt maturity profile, capital structure, leverage, coverage and other financial metrics (which indicative financial information has been prepared for the limited purpose of illustrating, through a modelling exercise, certain potential outcomes of courses of action permitted under the terms of the Indenture), in each case in the event that the Solicitation is successful and in the event that the Solicitation is unsuccessful, reflects numerous assumptions and estimates that each involve risk and uncertainty because they relate to events and depend on circumstances that will occur in the future. These include, without limitation: if the Solicitation is unsuccessful, the availability of, and the Group’s ability to identify and accurately evaluate, suitable candidates for mergers and acquisitions, and also its ability to complete any scheduled or additional capital expenditure, successfully and/or in a timely manner; if the Solicitation is successful, the occurrence of any force majeure or similar events that might impede the Group’s ability to successfully execute the intended deleveraging transactions referred to herein; changes in general economic or business conditions outside of the Group’s control; the impact of the Group’s credit ratings on its cost of capital and ability to refinance its indebtedness; the risk of economic and governmental instability in the countries in which the Group operates; actions by governments or political events in the countries in which the Group operates; the Group’s business dealings in countries with inherent risks relating to fraud, bribery, theft and corruption; scrutiny by the press, governmental and non-governmental organizations and others regarding the Group’s shareholders and local partners; the Group’s internal controls and procedures potentially not being sufficient to provide reliable financial reports, prevent fraud and ensure compliance with its anti-bribery and anti-corruption requirements; the Group’s decentralized organizational structure and management reporting systems; the Group’s operations in developing markets; price regulations that determine, and will determine in the future the Group’s margins and reduce return on investment; the Group’s ability to pass on increased costs to consumers in its free markets; the risk of reductions in demand for the Group’s products; volatility in refined oil product prices; the Group’s potential liability arising from accidents or incidents relating to health, safety and the environment and from remediation of such accidents and incidents at our terminals, retail sites and/or other sites; the Group’s health, safety and environmental laws and regulations and industry standards related to its operations; a variety of potential product liability risks that the Group is subject to; the Group’s facilities, including retail sites, offices and industrial installations, being subject to many risks and operational hazards; underdeveloped infrastructure in certain of the countries in which the Group does business; the Group’s ability to meet its funding needs as they arise; that the Group faces competition in its markets, including aggressive price competition in the free markets where it operates; the Group’s dependence on third parties for the supply of its products; the Group’s dependence on the reliability of its supply and distribution networks; risks related to climate change, including increased regulation or technological innovations, that decrease demand for the Group’s products; risks related to the Group’s trademarks and other proprietary rights; the Group’s exposure to risks and potential liabilities from its use of third-party contractors; the Group’s reliance on the creditworthiness of our customers; any pending or threatened litigation the Group is subject to, the outcome of which may affect the Group’s business, financial condition, results of operations and prospects; tax laws of the countries in which the Group operates or changes thereto or to its tax profile which could result in a higher tax expense or a higher effective tax rate on its worldwide earnings; disagreements with local communities in which the Group operates; the Group’s reliance on its computer systems to conduct its business; the Group’s reliance on its management team; ownership of the land on which our terminals and retail sites operated are located; the Group’s exposure to interest rate risk; the Group’s dependence on good relations with its employees; failure to obtain or retain highly skilled personnel; substantial liability claims due to the hazardous nature of the Group’s business, which liabilities may potentially exceed its insurance coverage; other factors affecting the Group’s leverage and its ability to service its debt; and the effects of the Group’s restrictive debt covenants on its ability to finance its future operations and capital needs and to pursue business opportunities and activities.

There can, accordingly, be no assurance that the outcomes contemplated by any forward-looking statement contained in this Presentation will occur and recipients of this Presentation should be aware that a number of factors, including factors beyond the Group’s control, might render achievement of the outcomes contemplated by any such forward-looking statements difficult or impossible. Forward-looking statements in this Presentation only illustrate hypothetical performance under specified assumptions, and some events or conditions may not have been considered in such assumptions. Actual events or conditions may differ materially from such assumptions. Holders should understand the assumptions and evaluate whether they are appropriate for their purposes. No representations or warranties, express or implied, are given as to the achievement or reasonableness of, and no reliance should be placed on, any such forward-looking information. The Group does not undertake any obligation to release publicly any revisions to such forward-looking statements after the date hereof to reflect later events or circumstances or to reflect the occurrence of unanticipated events, except where to do so would be required under applicable law.

The information in this Presentation may be subject to revision and may change materially before closing. Neither the Group nor the Solicitation Agents are under obligation to keep current the information contained in this Presentation and any opinions expressed in it are subject to change without notice. No representation or warranty, express or implied, is made or given by or on behalf of the Company or any of its shareholders, directors, officers, employees or any other person as to the accuracy, completeness or fairness of the information or opinions contained in these materials. None of the Issuer, the Company nor any of their respective shareholders, directors, officers, or any other person accepts any liability whatsoever for any loss howsoever arising from any use of the contents of this Presentation or otherwise arising in connection therewith.

Nothing in this Presentation constitutes (i) a tender or exchange offer for, an offer to sell, or a solicitation of an offer to buy, the 2026 Notes or (ii) an offer of, an invitation to offer, or a solicitation of an offer to buy any securities in the United States or in any other jurisdiction where to do so would be unlawful.

The information in this Presentation is confidential. Distribution of this Presentation, or information in this Presentation, to any person other than an original recipient (or to such recipient’s advisors) is prohibited. Reproduction of this Presentation in whole or in part, or disclosure of any of its contents, without prior consent of the Group, is prohibited. Nothing contained in this Presentation shall form the basis of or be relied upon in connection with any contract or commitment whatsoever. This Presentation will remain the property of the Issuer, and the Issuer reserves the right to demand at any time that this Presentation be immediately returned and any copies destroyed.

By attending or viewing this Presentation, as applicable, you acknowledge and agree to be bound by all of the foregoing.


Situational Overview

  • On 31st October 2022, Puma Energy announced the main completion of its Infrastructure and Storage Transaction, which resulted in c. US$894m of gross sales proceeds and c. US$725m of net cash proceeds1

  • The €50m2 2.65% 2024 Notes (the “€2024 Notes”), US$600m 5.125% 2024 Notes (the “$2024 Notes”) and US$750m 5.00% 2026 Notes (the “$2026 Notes”) (the €2024 Notes, $2024 Notes and $2026 Notes together the “Public Debt”) contain standard high yield Asset Sale Covenants

  • The Asset Sale Covenants require that Puma Energy, generally within 365 days, applies the net proceeds towards: o Capital expenditure o Certain M&A and other asset acquisitions; or o Repayment of indebtedness, provided however, that if such debt is Public Debt, the Company makes a pro rata offer to all holders of the Public Debt at at-least 100% of the principal amount

  • Puma Energy has already applied significant asset sale net proceeds towards deleveraging, and now has US$410m of remaining asset sale net proceeds that can be used for M&A, capital expenditure or debt reduction

Puma Energy’s objectives

  • The Company would like to deploy these c. US$410m of net proceeds in a manner that optimizes the capital structure and minimizes refinancing risks in the near to medium term by facilitating a full repayment of the $2024 Notes before year-end 2023

Benefits for the Company and Creditors

  • The Company believes that doing so enhances its credit profile and benefits its creditors:

            i. it will result in a significantly de-levered group with an attractive capital structure;
            ii. avoid the potentially meaningful reduction in liquidity in the 2026 Notes that might result  from a pro rata asset sale offer,
            iii. may facilitate 2024 RCF refinancing as 2024 notes will be repaid in full (no tenor subordination of RCF lenders to Oct 2024 maturity); and
            iv. may have a positive impact in credit rating agencies assessment

Summary of Consent Solicitation terms

  1. Waive pro-rata condition on the $2026 Notes

  2. Tender Offer on the $2024 Notes and €2024 Notes at par before end of year 2023

  3. Puma Energy to repurchase/repay any residual $2024 Notes before end of year 20233

Proceeds available for the Public Debt tender offer are likely to materially decrease should the consent not pass


KEY DETAILS OF THE CONSENT SOLICITATIONKey terms of consent fee payment



Key terms of consent fee payment

  • Consent fee is calculated as $16.00 per $1,000 in principal amount of the 2026 Notes

  • Consent fee will be paid to holders who have voted in favour (and not validly revoked their consents) by the Expiration Time

  • Consent fee will be paid promptly after the Expiration Time, subject to the passing of the consent solicitation and entry into a supplemental indenture giving effect to the Proposed Amendments

Consent fee level is based on the following considerations:

  • Difference between par value and current secondary price of the 2026 Notes

  • Total economic value for Noteholders in consideration of the estimated cross-holdings between $2024 Notes and $2026 Notes1

  • $410m proceeds in a pro-rata asset sale offer would represent less than one third of the total outstanding nominal across the 2024 Notes, the Euro PP Notes, and the 2026 Notes

Benefits for the Company and Creditors:

  • Subject to the passing of the consent2 , the Company intends to repay, repurchase, prepay and/or redeem in full the $2024 Notes (c. US$531m currently outstanding), and to do so by no later than December 31, 2023. The Company believes that doing so benefits its creditors:

           i. it will result in a significantly de-levered group with an attractive capital structure;
           ii. avoid the potentially meaningful reduction in liquidity in the 2026 Notes that might result from a pro rata asset sale offer,
           iii. may potentially facilitate 2024 RCF refinancing as 2024 notes will be repaid in full (no tenor subordination of RCF lenders to Oct 2024 maturity); and
           iv. may potentially have a positive impact in credit rating agencies assessment


  • A Holder may consent by submitting (or requesting the Direct Participant to submit on its behalf) a valid Electronic Consent Instruction to Euroclear or Clearstream in accordance with the requirements established by the relevant Clearing System

  • The Holder or its Direct Participant must clearly state in the Electronic Consent Instruction: • the aggregate principal amount of 2026 Notes with respect to which the Holder wishes to deliver a Consent; and

  • the name of the Direct Participant and the securities account number for Euroclear or Clearstream in which the 2026 Notes are held

  • Note that following an Electronic Consent Instruction, the 2026 Notes for which Consents are delivered may be blocked by Euroclear or Clearstream until the payment date of the Consent Payment or the prior termination or withdrawal of the solicitation by the Issuer or in case of Consent revoked

  • The deadlines imposed by each of Euroclear and Clearstream for the submission of Electronic Consent Instructions may be earlier than the relevant deadlines specified in this Consent Solicitation Statement

To request Consent Solicitation Statement
Questions regarding voting procedures
Morrow Sodali Limited: /
Any questions on the Consent Solicitation
J.P. Morgan Securities plc:
Société Générale: / +33 1 42 13 32 40