In March 2023, Mime completed the financing and restructuring plan set forth in the summons for written resolution dated February 28, 2023, related to the MIME02 bond (ISIN NO 0011142036).
As a result of completing the financing and restructuring plan, Mime has the following securities registered at Verdipapirsentralen ASA (also known as Euronext VPS):
- ISIN NO 0012867318: Super Senior Bond
- ISIN NO 0012867326: Hybrid Bond
- ISIN NO 0012867334: Hybrid PIK Bond
- ISIN NO 0011142036: Senior Secured Bond (MIME02)
- ISIN NO 0012867342: Roll-up Exchange Right
- ISIN NO 0012867359: Warrant Exchange Right
On 17 March, 2023, Nordic Trustee published the following information letter on www.stamdata.com regarding the issuance of the new securities.
The relevant terms and agreements can be downloaded below:
Super-senior bond terms
Hybrid Bond terms including Hybrid PIK Bond terms
Amended and restated MIME02 bond terms
Warrant exchange right term sheet
Roll-up exchange right term sheet
Summons for a written resolution in MIME02 dated 28 February 2023 (approved 2 March 2023)
SUPER SENIOR BOND AND ROLL-UP EXCHANGE RIGHTS
On March 17, 2023, Mime issued and settled USD 120 million of super senior secured bonds (ISIN NO 0012867318) (the “Super Senior Bond”). The Super Senior Bond carries a coupon of 13% p.a. and matures in September 2025. The interest is payable quarterly during 2023, while interest is payable monthly thereafter.
Subscribers in the Super Senior Bond received exchange rights to receive warrants and roll-up of up to USD 30 million of existing MIME02 bonds into the Super Senior Bond subject to certain conditions. The Roll-up Exchange Right (ISIN NO 0012867342) entitles holders to convert one MIME02 bond per four roll-up exchange rights. The Warrant Exchange right (ISIN NO 0012867359) entitles holders to receive one warrant for each Super Senior Bond allocated (as described below).
The Super Senior Bonds shall be listed at the Nordic ABM before March 17, 2024.
WARRANT EXCHANGE RIGHT
On 17 March, 2023, Mime also issued a Warrant Exchange Right instrument with ISIN NO 0012867359 as part of the financial restructuring. The recipients of the exchange rights were the following:
- 50% of the warrant exchange rights were issued to the existing bondholders of MIME02 on the issue date on a pro rata basis; and
- 50% of the warrant exchange rights were issued to the subscribers in the Super Senior Bond on a pro rata basis.
The Warrant Exchange Rights entitle holders to receive warrants for nil consideration within 31 July 2023. A warrant entitles each holder to subscribe for new shares in an amount equal to 33.00 per cent of all outstanding shares of the holding company of Mime Petroleum AS. The share price shall not be above NOK 0.01 per share and is payable to the holding company in cash. Given certain conditions, holders of unexercised warrants may receive additional warrants that entitles the holders to subscribe for an additional 7.50 per cent of all outstanding shares of the holding company of Mime Petroleum AS on similar terms as the initial warrants.
Each warrant is exercisable at any time after 15 February 2024. The warrants are however cancelled given a sale of Mime Petroleum AS (or its holding company) within 31 July 2023. Otherwise, the warrants expire after five years from the initial issue which is stipulated to occur prior to 31 July 2023.
HYBRID BOND AND HYBRID PIK BOND
On March 21, 2023, USD 45 million (equal to 20%) of MIME02 bonds were converted to new Hybrid Bonds (ISIN NO 0012867326). The Hybrid Bonds mature in 2083 and carry a Payment-in-Kind (“PIK”) interest of 13.5% by issuing Hybrid PIK Bonds which are non-interest-bearing (ISIN NO 0012867334). The Hybrid PIK Bonds will automatically be cancelled on the maturity date in 2083.
Accrued interest on the MIME02 bonds from the last Interest Payment Date on November 10, 2022, and up to 21 March, 2023 was paid in kind as Hybrid PIK Bonds on 21 March, 2023. Mime may elect to pay all future interest on MIME02 bonds as PIK interest at a rate of 10.25% by issuing additional non-interest-bearing Hybrid PIK Bonds.
SENIOR SECURED BOND
Mime issued a 225 million USD senior secured bond November 10, 2021. The bonds had a five-year maturity to November 10, 2026. The interest rate is fixed at 10.25%.
Following the restructuring completed in March 2023, certain amendments have been made to MIME02 detailed in an Amended and Restated Agreement. The amendments are amongst other:
- Allowing the issuance of Super-Senior Bonds
- USD 45 million of MIME02 converted to Hybrid Bonds on 21 March 2023. The Hybrid Bonds mature in 2083 and carry a PIK interest of 13.5% by issuing Hybrid PIK Bonds.
- The maturity date of the MIME02 bonds is extended by one year to November 10, 2027
- MIME02 interests are payable annually on 15 December each year. Mime may elect to pay interest as PIK (rate of 10.25%) by issuing non-interest-bearing Hybrid PIK Bonds.
- The financial covenants are suspended until the Super-Senior Bonds are discharged
- The Bond Trustee shall be entitled to appoint an independent board member
Existing MIME02 bondholders at the issue date of the Super Senior Bond, being 17 March 2023, received their pro-rata share of the Warrant Exchange Rights (50% of total).
The MIME02 bonds are listed at the Nordic ABM, under the symbol MIME02 PRO.
For information at the Oslo Børs, go to https://live.euronext.com/ and search for MIME02.