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BOND OFFER DETAILS: GENESIS ENERGY

Genesis Energy Limited (Genesis) has announced an offer of unsecured, subordinated capital bonds (Subordinated Bonds), maturing in July 2048.

ISSUE DATE: 16 JULY 2018


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The offer is being made in accordance with the Financial Markets Conduct Act as an offer of debt securities of the same class as existing quoted debt securities. The Subordinated Bonds are expected to be quoted on the NZX Debt Market (GNE050).

Please refer to the Terms Sheet linked here for full details of the Offer. An Investor Presentation is also available. You should read the Terms Sheet carefully before applying for the Subordinated Bonds, and understand the benefits and risks of investing in these Subordinated Bonds.

SUMMARY OF OFFER

Issuer

Genesis Energy Limited (Genesis)

Offer Description

Unsecured, subordinated bonds (Subordinated Bonds)

Offer Amount

Up to $240 million of Subordinated Bonds, comprising a general offer of up to $200 million (General Offer), and an offer of up to $40 million reserved for GPLFA bondholders (Reserved Offer).

Maturity Date

16 July 2048

Reset Dates

16 July 2023 and every five years thereafter

First Reset Date

16 July 2023

Early Redemption

Other than in certain limited circumstances (a Change of Control Event, Tax Event or Rating Agency Event) the Subordinated Bonds cannot be called prior to the First Reset Date (16 July 2023).

The Subordinated Bonds can then be called on any Reset Date, or any Interest Payment Date after a Reset Date if a Successful Election Process has not been undertaken in respect of that Reset Date.

Interest Rate & Margin

The Interest Rate for the first five years will be set at the higher of 4.65% per annum and the sum of the five year Swap Rate (as at the Rate Set Date) and the Margin.

The Margin will also be set on the Rate Set Date and indicatively is expected to be in the range of 1.95% to 2.15% per annum. This indicative margin may change prior to the Rate Set Date.

Before each Reset Date, Genesis may propose (through an Election Process) that new terms and conditions (including a new Interest Rate and Margin) apply to the Subordinated Bonds from that Reset Date if a successful Election Process occurs (see the description below and the Term Sheet for more detail).

If no successful Election Process has occurred, the Interest Rate for the next five year period will reset to the then five year Swap Rate plus the applicable Margin (which will include the Step-up Percentage (0.25% per annum) if this has not already been added to the Margin).

Interest Payments

Scheduled to occur quarterly in arrear in equal amounts on 16 January, 16 April, 16 July and 16 October of each year up to and including the Maturity Date.

Deferral of Interest

Payment of interest can be deferred at any time for up to five years at the sole discretion of Genesis. Deferred Interest is cumulative and accrues interest at the applicable Interest Rate.

While any Deferred Interest is outstanding, Genesis must not make any distributions to its shareholders or holders of any security or obligation ranking equally or behind the Subordinated Bonds.

Election Process

Genesis may offer New Conditions to bondholders prior to each Reset Date through an Election Process. Bondholders can either accept and retain their Subordinated Bonds on the New Conditions, or reject the New Conditions and give Genesis the option of repurchasing or redeeming their Subordinated Bonds at par plus accrued interest. A successful Election Process will only occur if Genesis repurchases (or procures the repurchase) or redeems all Subordinated Bonds held by bondholders who reject the new conditions. Bondholders who do not respond or make an election will be deemed to have accepted the new conditions.

If a successful Election Process does not occur, there will be no change to the terms and conditions of the Subordinated Bonds (including for any bondholders who accepted the new conditions).

Issuer Credit Rating

BBB+ with a Stable Outlook from Standard & Poor’s (“S&P”)

Issue Credit Rating

BB+

The Issue Credit Rating being three notches below Issuer Credit Rating reflects a one notch downgrade for each of (i) no recognition of the majority Government ownership, (ii) subordination, and (iii) the right to defer interest payments

S&P Equity Content

S&P has indicated it will assign an Intermediate Equity Content (50%) to the Subordinated Bonds until 16 July 2028

Listing

NZX Debt Market (GNE050)

Offer Opens

18 June 2018

Reserved Offer Closes

4 July 2018

Issue Date

16 July 2018

Minimum Application

$5,000 and in multiples of $1,000 thereafter

Issue Price

$1.00 per Subordinated Bond

General Offer Closes

9 July 2018

Deutsche Craigs Limited, a wholly owned subsidiary of Craigs Investment Partners Limited, has been appointed as a Joint Lead Manager to the offer and will receive a fee for undertaking this role. Craigs Investment Partners Limited will receive total fees of 1.00% on the Subordinated Bonds that it distributes under the Offer. No brokerage will be payable by an investor. Craigs Investment Partners Limited is a NZX Participant firm. A Disclosure Statement is available free of charge on request. Please visit craigsip.com for more information. As the financial information detailed in this document does not constitute advice please contact an Investment Adviser should you wish to receive advice relevant to your personal circumstances.