CALGARY, Alberta – Cardinal Energy Ltd. (“Cardinal” or the “Company“) (TSX: CJ) has received approval to extend the revolving period under the Company’s $325 million reserves-based credit facility (the “Credit Facility“) and intends to call a meeting of the holders of its 5.50% extendible convertible unsecured subordinated debentures due December 31, 2020 (the “Debentures“) to amend the Debentures with the addition of an exchange right.
The Company’s $325 million Credit Facility was available on a revolving basis until May 23, 2020. On May 22, 2020, subject to certain conditions, the Company signed an extension until June 30, 2020 in order for the syndicate to have more time to assess current market conditions and the effect of potential government assistance programs on the Credit Facility. Among others, the conditions include a cap on the drawings available to the Company under the Credit Facility and that no drawings can be used to redeem or repay the Debentures. The Company anticipates that the draw cap and some of the other conditions will only be in place on an interim basis until a longer term extension and terms are finalized.
Cardinal intends to seek the approval of holders (the “Debentureholders“) of Debentures to make various amendments (the “Amendments“) to the indenture (the “Indenture“) governing the Debentures with the addition of an exchange right (the “Exchange Right“). The Exchange Right will provide Debentureholders the right, but not the obligation, to exchange their Debentures for a new second series of 8.00% convertible unsecured subordinated debentures (the “Extended Debentures“).
The Extended Debentures will be similar in all material ways to the Debentures except that, the Extended Debentures:
- will have a maturity date of December 31, 2022, compared to December 31, 2020, for the existing Debentures;
- will bear interest at the rate of 8.00% per annum, payable in equal instalments semi-annually in arrears on June 30 and December 31 in each year, compared to 5.50% for the existing Debentures;
- will be convertible into common shares (the “Common Shares“) of Cardinal at a conversion price (as defined in the Indenture) of $1.25 per share, compared to $10.50 per share for the existing Debentures;
- will not be redeemable by the Company prior to December 31, 2020; and
- as a consequence of the reduction in the Conversion Price, the number of additional Common Shares per $1,000 principal amount of Extended Debentures constituting the relevant make-whole premium which is payable in connection with a Change of Control (as defined in the Indenture) in certain circumstances will be amended.
The meeting (the “Meeting“) to consider the proposed Amendments will be held at the office of Burnet, Duckworth & Palmer LLP in Calgary, Alberta on June 19, 2020, at 9:00 a.m. (Calgary time).
A proxy form and a management information circular in connection with the Meeting is expected to be mailed to Debentureholders and filed on SEDAR shortly.