NOT FOR GENERAL CIRCULATION
OFFERING MEMORANDUM
IN THE UNITED STATES OF AMERICA
Kuwait Energy plc
(incorporated with limited liability under the laws of Jersey)
$250,000,000 9.500% Senior Guaranteed Notes due 2019
Kuwait Energy plc, a public limited liability company incorporated under the laws of Jersey with registered number 106699 (the “
Issuer
”), is offering
(the “
Offering
”) $250,000,000 aggregate principal amount of its 9.500% Senior Guaranteed Notes due 2019 (the “
Notes
”). Interest on the Notes will be
paid semi-annually in arrear on 4 February and 4 August of each year, commencing on 4 February 2015. Unless previously redeemed or cancelled as
described herein under the “Description of the Notes,” the Notes will mature on 4 August 2019.
The Issuer may redeem the Notes in whole or in part at any time on or after 4 August 2017 at the redemption prices set forth in this offering
memorandum (“
Offering Memorandum
”). Prior to 4 August 2017, the Issuer will be entitled to redeem all or a portion of the Notes at a price equal to
100% of the principal amount plus accrued and unpaid interest plus a “make-whole” premium. Prior to 4 August 2017, the Issuer may also redeem at its
option up to 35% of the aggregate principal amount of the Notes using the net proceeds from certain equity offerings at the redemption price set forth in
this Offering Memorandum. Upon the occurrence of certain change of control events together with a downgrade or withdrawal of a rating from certain
rating agencies within 90 days following the occurrence of such events, the Issuer is required to make an offer to purchase all of the Notes at a
redemption price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest, if any. Additionally, the Issuer may redeem
all, but not less than all, of the Notes upon the occurrence of certain changes in applicable tax laws.
The Notes will be senior unsecured obligations of the Issuer which at all times will rank
pari passu
among themselves and at least
pari passu
in right of
payment with all other present and future unsecured and unsubordinated obligations of the Issuer, except for such obligations as may be preferred by
mandatory provisions of law. The Notes are unconditionally and irrevocably guaranteed, jointly and severally on the Issue Date (as defined herein), by
certain of the Issuer’s material subsidiaries (each an “
Initial Guarantor
” and, collectively, the “
Initial Guarantors
”). The Issuer will use its best efforts
to cause Kuwait Energy (Eastern Desert) Petroleum Services SAE (the “
Post-Closing Guarantor
” and, together with the Initial Guarantors, the
“
Guarantors
”) to issue an additional guarantee of the Notes on a joint and several basis within 120 days of the Issue Date. The guarantees of the Notes
(the “
Note Guarantees
”) will rank at least
pari passu
with all other present and future unsecured and unsubordinated obligations of the Guarantors, and
will be subject to contractual and legal limitations under relevant local laws and may be released under certain circumstances. The Notes will be
structurally subordinated to all existing and future indebtedness and other liabilities (including trade payables) of the Issuer’s subsidiaries that are not
Guarantors.
Investing in the Notes involves risks. See “
Risk factors
” beginning on page 27 for a discussion of certain risks you should consider in
connection with an investment in the Notes.
There is currently no public market for the Notes. Application has been made to the Irish Stock Exchange for the Notes to be admitted to the official list
of the Irish Stock Exchange (the “
Official List
”) and to be admitted to trading on the Irish Stock Exchange’s Global Exchange Market. The Global
Exchange Market of the Irish Stock Exchange is not a regulated market within the meaning of Directive 2004/39/EC on markets in financial instruments.
The Notes will be issued in minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof. The Group expects that the Notes
will be issued in the form of one or more Global Notes in registered form. Delivery of the Notes in book-entry form through Euroclear Bank SA/NV
(“
Euroclear
”) and Clearstream Banking, société anonyme (“
Clearstream
”) will be made on or about 4 August 2014. See “
Book-entry, delivery and
fo
rm.”
The Notes and the Note Guarantees have not been, and will not be, registered under the US Securities Act of 1933, as amended (the “US
Securities Act”), or the laws of any other jurisdiction. The Notes and the Note Guarantees may not be offered or sold within the United States or
to, or for the account or benefit of, US persons, and may only be offered or sold to certain non-US persons outside the United States in
accordance with Regulation S under the US Securities Act (“Regulation S”). You are hereby notified that sellers of the Notes and the Note
Guarantees are relying on Regulation S. See “
Important information about this Offering Memorandum
” for additional information about eligible
offerees and “
Transfer restrictions
” for transfer restrictions
.
Issue price: 100.000%, plus accrued interest, if any, from 4 August 2014.
Sole Bookrunner, Lead Manager and Ratings Advisor
BofA Merrill Lynch
The date of this Offering Memorandum is 23 July 2014.
