Niger-based Savannah Petroleum PLC said it has acquired certain assets of the Seven Energy Group’s assets and the associated proposed financial restructuring of the Seven Group.
According to Savannah Petroleum, the transaction will involve the acquisition by Savannah of the following Seven Group interests: which include 40 percent. participating interest in the Uquo oil & gas field.
The acquisition will also include 62.5 percent interest in Universal Energy Resources Limited, which holds a 51 percent. participating interest in the Stubb Creek oil & gas field.
An interest in the Accugas Limited (“Accugas”) midstream business, a c.260km gas pipeline network and associated gas processing infrastructure, potentially in conjunction with certain third-party investors. The Lock-up Agreement envisages consideration of US$87.5m in cash and US$52.5m in newly issued Savannah shares being paid to the holders of Seven’s current 10.25 percent.
Senior Secured Notes for the release of the SSNs. In addition, the SSNs will have the right to participate, on a pro rata basis, in a US$20m new capital contribution in exchange for the right to share, on a pro rata basis to the new capital contribution, in a US$25m new Savannah share issuance and a US$20m new facility issued at the Accugas level. Savannah may choose in certain circumstances to exchange the above equity interests offered to the SSNs into additional cash consideration, as described in more detail in the relevant term sheet in the Lock-Up Agreement. The Lock-up Agreement also envisages the following:
The US$24.1m first bilateral facility agreement to SEFL being exchanged into a US$20m facility to be reinstated at the Accugas level, on a non-recourse basis to the Company;
The transaction will include US$7.3m in cash and US$4.4m in newly issued Savannah shares being paid to the lender of the second bilateral facility agreement to SEFL as consideration for the release of this loan; and
The exchange of the Seven Group’s 10.50 percent. senior secured notes due 2021 into US$15m of notes to be issued at the Accugas level and US$85m of notes to be issued at a Savannah subsidiary company level, both on a non-recourse basis to the Company.