HAMILTON, Bermuda, Sept. 22, 2015 /PRNewswire/ -- Oil Casualty Insurance, Ltd. ("OCIL") announced today that it has commenced a consent solicitation to seek certain amendments to the documents governing its 8.00% Deferrable Subordinated Debentures Due September 15, 2034 (the "Notes").
The proposed amendments include, among other things, (i) amendments designed to allow OCIL to implement a strategic plan recently adopted by its board of directors, the goal of which is to allow OCIL to diversify its policy issuance into adjacent industries and an expanded set of non-energy customers, thereby allowing OCIL to reduce volatility (through reducing the likelihood of correlation of losses) and providing OCIL with growth opportunities; (ii) amendments that would permit the Company to terminate its existing shareholders' agreement (in connection with the termination of the Company's shareholders' agreement, most of the substantive provisions of such agreement will be incorporated into the Company's bye-laws, and the documents governing the Notes will include certain restrictions with respect to the Company's bye-laws); and (iii) the addition of an interest rate adjustment period tied to certain events with respect to the rating assigned to the Notes, during the continuation of which the Notes would bear interest at an interest rate per annum equal to 8.50%.
Relevant terms and conditions of the consent solicitation, as well as additional detail regarding the proposed amendments, are set forth in a Consent Solicitation Statement and Consent Letter to be distributed to all holders of record of the Notes as of 5:00 p.m., New York City time, on September 21, 2015, which is the record date for the consent solicitation.
Adoption of the proposed amendments requires the consents of the holders of not less than a majority in principal amount of the outstanding Notes. OCIL will pay $3.75 for each $1,000 in principal amount of Notes with respect to which a consent is received and accepted (and not validly revoked) prior to the expiration time of the consent solicitation. This consent fee will be paid only if the requisite consents are received, among other conditions. The consent solicitation will expire at 5:00 p.m., New York City time, on September 29, 2015, unless extended by OCIL. Immediately following receipt of the requisite consents, OCIL and Oil Casualty Investment Corporation Ltd., as subsidiary guarantor with respect to the Notes, intend to enter into a supplemental indenture with The Bank of New York Mellon, as trustee, and also intend to execute and deliver amendments and restatements of the Notes and the subsidiary guarantee with respect to the Notes, in each case providing for the immediate effectiveness of the proposed amendments. Consents may not be revoked after the proposed amendments become effective.
Barclays Capital Inc. is acting as solicitation agent for the consent solicitation. The settlement agent and the information agent for the consent solicitation is MacKenzie Partners, Inc. Questions regarding the consent solicitation may be directed to Barclays Capital Inc., (800) 438-3242 (toll free) or (212) 528-7581 (collect). Requests for copies of the Consent Solicitation Statement, the Consent Letter and related documents may be directed to MacKenzie Partners, Inc., telephone number (800) 322-2885 (toll free) and (212) 929-5500 (collect).
This press release is for informational purposes only and is not a solicitation of consents to the proposed amendments. The consent solicitation is being made solely by means of the consent solicitation documents, including the Consent Solicitation Statement and the Consent Letter that OCIL is distributing to holders of Notes. The consent solicitation is not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the laws of such jurisdiction.
OCIL is a provider of excess property and liability insurance to energy companies. OCIL also writes casualty and property treaty reinsurance. Energy operations insured by OCIL include exploration and production, refining and marketing, pipelines, petrochemicals, electric/gas utilities, mining and integrated energy companies. Domiciled in Bermuda, OCIL has served the industry for over twenty-eight years.
Contact: Simon Coope, 212-929-5085
To view the original version on PR Newswire, visit:http://www.prnewswire.com/news-releases/oil-casualty-insurance-ltd-commences-consent-solicitation-related-to-its-800-deferrable-subordinated-debentures-due-september-15-2034-300147021.html
SOURCE Oil Casualty Insurance, Ltd.