-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, DxBDrmedM61u7aCfAsM55uVCrloBGA5M5u8/R+Rk58rPAt1xUUschAh3HN+lN3mM K4e2Jv5L6lmx6URoD9ehxQ== 0001104659-06-013153.txt : 20060301 0001104659-06-013153.hdr.sgml : 20060301 20060301155621 ACCESSION NUMBER: 0001104659-06-013153 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20060301 FILED AS OF DATE: 20060301 DATE AS OF CHANGE: 20060301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PREEM HOLDINGS AB PUBL CENTRAL INDEX KEY: 0001145046 STANDARD INDUSTRIAL CLASSIFICATION: PETROLEUM REFINING [2911] IRS NUMBER: 000000000 STATE OF INCORPORATION: V7 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-16665 FILM NUMBER: 06655652 BUSINESS ADDRESS: STREET 1: SANDHAMNSGATAN 51 STREET 2: PO BOX 27800 CITY: STOCKHOLM SWEDEN STATE: V7 ZIP: S-11590 BUSINESS PHONE: 004684501000 MAIL ADDRESS: STREET 1: SANDHAMNSGATAN 51 STREET 2: PO BOX 27800 CITY: STOCKHOLM SWEDEN STATE: V7 ZIP: S-11590 6-K 1 a06-5989_16k.htm CURRENT REPORT OF FOREIGN ISSUER

 

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 


 

FORM 6-K

REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 or 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

 


 

Preem Holdings AB (publ)

(Translation of registrant’s name into English)

Sandhamnsgatan 51,

S-11590,

Stockholm,

Sweden

(Address of principal executive offices)

 


 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F: ý                Form 40-F:  o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):      o

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):      o

Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

Yes  o               No  ý

If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-                  

 

 

 

 



 

SUBMITTED HEREWITH

 

Exhibits

 

99.1

 

Discussion of Ongoing Actions of Preem Holdings AB (publ)

 

 

 

99.2

 

Press Release, dated February 23, 2006, relating to the Notice of Redemption of the €305,000,000 10-5/8% Senior Secured Notes due 2011 of Preem Holdings AB (publ)

 

 

 

99.3

 

Press Release, dated February 23, 2006, relating to the Tender Offer and Consent Solicitation for the €100,000,000 outstanding 9% Senior Subordinated Notes due 2014 of Preem Holdings AB (publ)

 

 

 

99.4

 

Press Release, dated February 23, 2006, relating to the Notice of Redemption of the Floating Rate Split Coupon Notes due 2010 of Corral Investment AB (publ)

 

 

 

2



 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

 

 

Preem Holdings AB (publ)

 

 

 

 

 

 

Date:

March 1, 2006

By:

/s/ Per Höjgård

 

 

Name:

Per Höjgård

 

 

Title:

Chief Financial Officer

 

 

 

3


 

 

EX-99.1 2 a06-5989_1ex99d1.htm EXHIBIT 99.1

Exhibit 99.1

Preem Holdings AB (publ) and Affiliates Announce Refinancing of Indebtedness

Preem Holdings AB (publ) (the “Company”) and its affiliates recently announced that they plan to refinance certain of their existing indebtedness.  The indebtedness proposed to be refinanced includes (collectively, the “Debt Refinancing”):  (i) the 10-5/8% Senior Secured Notes due 2011 that were issued in 2001 by the Company of which €305 million is currently outstanding (the “Preem Holdings Notes”), (ii) the Floating Rate Split Coupon Notes due in 2010 that were issued by Corral Investment AB (publ), the direct parent of  the Company (“Corral”), of which €410 million and $150 million, respectively, is currently outstanding (the “Corral Notes”), and (iii) all amounts due under the Preem Petroleum AB (publ) (“Preem Petroleum”) €300 million credit facility guaranteed by the Guarantor under which $50 million has been drawn down as of the date hereof.  The Preem Holdings Notes and the Corral Notes will be redeemed upon the terms specified in the attached press releases.

In addition, Preem Petroleum has commenced an offer (the “Tender Offer”) to purchase for cash any and all of its €100 million outstanding 9% Senior Subordinated Notes due 2014 which were originally issued in 2004 and guaranteed by the Company (the “Preem Petroleum Notes”) from the existing holders thereof.  In conjunction with the Tender Offer, Preem Petroleum is also soliciting from the holders of the Preem Petroleum Notes consents to the adoption of certain proposed amendments to the indenture (the “Indenture”) under which the Preem Petroleum Notes were issued (the “Consent Solicitation”).  The purpose of the Tender Offer is to acquire any and all of the outstanding Preem Petroleum Notes and eliminate the associated interest expense.  The purpose of the Consent Solicitation and the proposed amendments is to eliminate or modify: substantially all of the restrictive covenants relating to Preem Petroleum and the Company, certain requirements that must be satisfied in order for Preem Petroleum to legally defease and discharge Preem Petroleum Notes, certain reporting obligations, certain events of default and related provisions governing the actions of Preem Petroleum and the Company contained in the Indenture.  Following the successful completion of the Tender Offer and Consent Solicitation, Preem Petroleum may legally defease and discharge any remaining outstanding Preem Petroleum Notes issued under the Indenture as modified by the supplemental indenture which is the subject of the Consent Solicitation.  Further details relating to the Tender Offer and Consent Solicitation can be found in the attached press release attached as Exhibit 99.3.

The Company and its affiliates intend to fund the Debt Refinancing, Tender Offer and Consent Solicitation with the proceeds of planned borrowings under new $2.1 billion bridge credit facilities by and among the Company, Preem Petroleum, Corral, and Corral Petroleum Holdings AB (publ), the direct parent of Corral, each as borrowers, and certain banks as lenders.

The Debt Refinancing is expected to be consummated on April 4, 2006 (the “Settlement Date”).  The payment of the consideration in connection with the Tender Offer and Consent Solicitation is also expected to be received by the tendering holders of the Preem Petroleum Notes on the Settlement Date.

 

 

1


 

EX-99.2 3 a06-5989_1ex99d2.htm EXHIBIT 99.2

Exhibit 99.2

Press Release

 

February 23, 2006

 

Preem Holdings AB (publ)

(a company organized under the laws of Sweden)

NOTICE OF REDEMPTION

€305,000,000 10-5/8% Senior Secured Notes due 2011

(the “Notes”)
Common Code 012526652, 012962967 and 012776225
ISIN XS0125266527, XS0129629670 and XS0127762259
(Listed on the Luxembourg Stock Exchange)

 

Preem Holdings AB (publ) (the “Company”) hereby gives notice that, pursuant to paragraph 8 of the Notes (entitled “Optional Redemption”) and Section 3.4 of the Indenture, dated as of April 10, 2001, as amended (the “Indenture”), between the Company, Deutsche Bank AG, London Branch, as Principal Paying Agent, and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company), as Trustee, it has elected to optionally redeem the Notes on April 4, 2006 (the “Redemption Date”). All capitalized terms not defined herein shall have the meaning given such terms in the Notes.

 

The redemption price of the Notes will be 105.313% of the principal amount of the outstanding Notes and will be equal to €1,053.13 per each €1,000.00 in principal amount of Notes, plus the amount of accrued and unpaid interest, if any, Additional Amounts, if any, and Liquidated Damages, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest, Additional Amounts, if any, and Liquidated Damages, if any, due on the relevant interest payment date).

 

The Paying Agent for the Notes is:

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

England

 

The Notes called for redemption must be surrendered to the Paying Agent to collect the redemption price plus accrued and unpaid interest, if any, Additional Amounts if any, and Liquidated Damages, if any.

 

Unless the Company defaults in making the redemption payment, interest, Additional Amounts, if any, and Liquidated Damages, if any, on Notes called for redemption cease to accrue on and after the Redemption Date, and the only remaining right of the Holders of such Notes is to receive payment of the redemption price upon surrender to the Paying Agent of the Notes redeemed.

 

No representation is made as to the correctness or accuracy of the ISIN or Common Code number listed in this notice or printed on the Notes.

 

 

1


 

EX-99.3 4 a06-5989_1ex99d3.htm EXHIBIT 99.3

 

Exhibit 99.3

 

Press Release

 

 

FOR IMMEDIATE RELEASE — February 23, 2006

 

Preem Petroleum AB (publ) commences Tender Offer and Consent Solicitation

 

STOCKHOLM, THE KINGDOM OF SWEDEN, February 23, 2006 — Preem Petroleum AB (publ) (the “Company”) announced today that it has commenced its offer (the “Offer”) to purchase for cash any and all of its €100,000,000 outstanding 9% Senior Subordinated Notes due 2014 (the “Notes”) from the existing holders thereof (the “Holders”). The Offer is made based upon the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated February 23, 2006 (the “Offer to Purchase”).  In conjunction with the Offer, the Company is also soliciting from the Holders consents to the adoption of certain proposed amendments to the indenture (the “Proposed Amendments”) under which the Notes were issued (the “Consent Solicitation”).

The Offer is scheduled to expire at 4:00 p.m., London time, on March 30, 2006, unless extended or earlier terminated (the “Expiration Date”).  Holders who wish to receive the Total Consideration (as defined below) must validly tender their Notes at or prior to 12:00 p.m., London time, on March 9, 2006 (the “Consent Deadline”).  A “Consent Payment” equal to €20 per €1,000 principal amount of Notes tendered is included within the Total Consideration, which is payable to any Holder that validly tenders its Notes pursuant to the Offer and thereby delivers its consent and does not withdraw its Notes or revoke its consent at or prior to the Consent Deadline.  Holders who tender their Notes after the Consent Deadline and at or prior to the Expiration Date will receive only the Tender Consideration.  All Holders who tender their Notes pursuant to the Offer at or prior to the Consent Deadline will be deemed to have delivered their consent in connection with the Consent Solicitation Tendered Notes may be withdrawn and consents may be revoked at any time prior to the Consent Deadline, but not thereafter.

The “Total Consideration” for each €1,000 principal amount of Notes tendered pursuant to the Offer will be an amount equal to the present value on the Settlement Date (as defined below) of all future cash flows on the Notes to May 15, 2009, being the first date on which the Notes may be redeemed at the option of the Company (the “Earliest Redemption Date”), calculated in accordance with standard market practice based on the assumption that the Notes will be redeemed in full at €1,045 per €1,000 principal amount of Notes on the Earliest Redemption Date and the yield to the Earliest Redemption Date is equal to the sum of (a) the yield on the German Bundesobligationen 4% due July 4, 2009 (the “Reference Security”) plus (b) 50 basis points, minus accrued and unpaid interest to, but not including, the Settlement Date.  The “Tender Consideration” is equal to the Total Consideration less the Consent Payment.  The “Settlement Date” is expected to be April 4, 2006.  The following table provides information with respect to the Notes and summarizes terms material to the determination of the Total Consideration and the Tender Consideration:

Security
Description

 

Common Codes /
ISINs

 

Outstanding
Principal
Amount

 

Reference Security

 

Fixed
Spread
(in basis

points)

 

Consent
Payment
Per €1,000

principal
amount

9% Senior Subordinated
Notes due 2014

 

19192792 and 19192806 /
XS0191927929 and XS0191928067

 

€100,000,000

 

German
Bundesobligationen
4% due July 4, 2009

 

50

 

€20.00

 

The pricing will occur at or around 3:00 p.m., London time, on March 9, 2006 in accordance with standard market practice and as further specified in the Offer to Purchase.

Holders who validly tender and do not validly withdraw their Notes pursuant to the Offer will also receive on the Settlement Date accrued interest up to, but not including, the Settlement Date.

The Offer with respect to the Notes is subject to the satisfaction of certain conditions, including the Company’s receipt of tenders of Notes representing a majority of the principal amount of such Notes

 

1



 

outstanding and financing on terms acceptable to the Company in an amount sufficient to consummate the Offer.


The Offer is being made pursuant to the Offer to Purchase which more fully sets forth and governs the terms and conditions of the Offer and contains additional information about the terms and conditions of the Offer.  The Offer to Purchase contains important information that should be read carefully before any decision is made with respect to the Offer to Purchase, including restrictions on the Holders who are able to accept the Offer to Purchase.

Deutsche Bank is acting as Sole Dealer Manager in this Offer to Purchase.

Further details on the Offer and a copy of the Offer to Purchase and Consent Solicitation Statement dated February 23, 2006 can be obtained from:

Dealer Manager:

Deutsche Bank AG, London Branch

Liability Management Group

Tel: +44 (0)20 7545 8011

Email: liability.management@db.com

Tender and Consent Agents:

Deutsche Bank AG, London Branch

TSS — Restructuring Services Group

Tel: +44 (0)20 7547 5000

Email: xchange.offer@db.com

Deutsche Bank AG, Luxembourg S.A.

TSS — Restructuring Services Group

Tel: +352 421 22 460

Email: xchange.offer@db.com

_______________________

 

The Company is a wholly owned subsidiary of Preem Holdings AB (publ).  The Company’s principal executive offices are located at Sandhamnsgatan 51, 115 90 Stockholm, Sweden.  Preem Holdings AB (publ)’s principal executive offices are located at Sandhamnsgatan 51, 115 90 Stockholm, Sweden.

 

_______________________

 

Some information included in this press release contains forward-looking statements, within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.  These statements can sometimes be identified by the Company’s use of forward-looking words such as “will likely result”, “are expected to”, “will continue”, “anticipate”, “believe”, “estimate”, “intend”, “plan”, “project”, “would” and “outlook”. These forward-looking statements are not historical facts, and are subject to a number of risks and uncertainties.  Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ materially from those expressed in any forward-looking statements made by or on behalf of the Company or Preem Holdings AB (publ).  Additional information concerning potential factors that could affect the financial results of Preem Holdings AB (publ), the parent of the Company, are included in Preem Holding AB (publ)’s Annual Report on Form 20-F for the fiscal year ended December 21, 2004, as well as its other reports and filings with the U.S. Securities and Exchange Commission.  The forward-looking statements included in this press release are made only as of the date of this report. The Company

 

 

2



 

 

does not undertake any obligation to update or supplement any forward-looking statements to reflect subsequent events or circumstances. The Company cannot assure you that projected results or events will be achieved.

 

Offer Restrictions

 

The Offer to Purchase has been issued by and is the sole responsibility of the Company and is only for circulation to Holders and other persons to whom it may lawfully be issued in accordance with the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, any person satisfying this criteria being referred to as a “relevant person”.  This communication may not be acted upon by anyone who is not a relevant person.

 

Neither the Offer made by the Offer to Purchase nor any of the information contained herein constitutes an offer or an invitation to offer to sell or a promotional message of any form to any person (natural or legal) resident in the Republic of Italy to purchase, exchange or acquire the Notes, within the meaning of articles 1, left. (v), and 102. ff, of Legislative Decree February 24, 1998, n. 58.

 

The Offer is not being made and will not be made, directly or indirectly, in or into the Republic of Italy, whether by mail or by any means or other instrument (including, without limitation, telephonically or electronically) or any facility of a national securities exchange publicly or privately available in the Republic of Italy.

 

No acceptances should be made pursuant to the Offer by any such use, means, instrument or facility or from within the Republic of Italy.  Doing so may render invalid any purported acceptance of the Offer.  Accordingly, copies of the Offer to Purchase and any related documents should not be mailed or otherwise forwarded, distributed or sent in, into or from the Republic of Italy and persons receiving such documents must not forward, distribute or send them in or into or from the Republic of Italy.  Therefore, Holders are hereby notified that, to the extent such Holders are Italian residents or are located in the Republic of Italy, the Offer is not available to them and, as such, any electronic acceptance of the Offer or any other acceptance instruction in whatever form received from such person shall be void.  Any person who may have a legal or contractual obligation to forward the Offer to Purchase and any related offer documents in the Republic of Italy should read the Offer to Purchase before doing so.  No prospectus will be lodged with, or registered by, the Commissione Nazionale per le Societa e la Borsa (CONSOB) in respect of the Offer.  Accordingly, neither the Offer to Purchase nor any other material relating to the Offer may be distributed or made available in the Republic of Italy.

 

In Belgium, the Offer will not, directly or indirectly, be made to, or for the account of, any person other than to professional or institutional investors referred to in article 3,2° of the Belgian royal decree of 7 July 1999 on the public character of financial operations, each acting on their own account.  The Offer to Purchase has not been and will not be submitted to nor approved by the Belgian Banking, Finance and Insurance Commission (Commission Bancaire, Financiere et des Assurances/Commissie voor het Bank, Financie en Assurantiewezen) and accordingly may not be used in connection with any offer in Belgium except as may otherwise be permitted by law.

 

The Offer to Purchase has not been submitted to the clearance procedures of the French Autorite des Marches Financiers and may not be used in connection with any offer to the public to purchase the Notes in France. The Offer is not being made, directly or indirectly, to the public in France and only qualified investors (Investisseurs Qualifies) as defined in Article L41 1-2 of the French Code Monetaire et Financier and decree no. 98-880 dated 1 October 1998 are eligible to accept the Offer in France.

 

 

 

3


 

EX-99.4 5 a06-5989_1ex99d4.htm EXHIBIT 99.4

Exhibit 99.4

Press Release

 

February 23, 2006

 

Corral Investment AB (publ)

(a company organized under the laws of Sweden)

NOTICE OF REDEMPTION

€421,627,035 Floating Rate Split Coupon Notes due 2010
Common Code 022555561 and 022555537; ISIN XS0225555613 and XS0225555373

(the “Euro Notes”)

$154,253,793 Floating Rate Split Coupon Notes due 2010
CUSIP No. 22026B AA 7 and No. W22532 AA 8; ISIN US22026BAA70 and USW22532AA81

(the “Dollar Notes” and together with the Euro Notes, the “Notes”)
(Listed on the Irish Stock Exchange)

 

Corral Investment AB (publ) (the “Company”) hereby gives notice that, pursuant to paragraph 7 of the Notes (entitled “Optional Redemption”) and to section 3.4 of the Indenture dated as of July 29, 2005 (the “Indenture”), between the Company, Deutsche Bank Trust Company Americas as Trustee, Registrar for the Dollar Notes, Principal Paying Agent for the Dollar Notes and Transfer Agent, Deutsche Bank AG, London Branch as Principal Paying Agent for the Euro Notes and Transfer Agent and Deutsche Bank Luxembourg S.A. as Registrar for the Euro Notes, it has elected to optionally redeem the Notes on April 4, 2006 (the “Redemption Date”). All capitalized terms not defined herein shall have the meaning given such terms in the Notes.

 

The redemption price of the Notes will be 100% of the principal amount of the outstanding Notes and, for the Euro Notes, will be equal to €1 per each €1 in principal amount of Euro Notes and, for the Dollar Notes, will be equal to $1 per each $1 in principal amount of Dollar Notes, plus, in each case, the amount of accrued and unpaid interest, if any, and Additional Amounts, if any, to the Redemption Date (subject to the right of Holders of record on the relevant Record Date to receive interest, and Additional Amounts, if any, due on the relevant interest payment date).

 

The Paying Agent for the Euro Notes is:

 

Deutsche Bank AG, London Branch

Winchester House

1 Great Winchester Street

London EC2N 2DB

England

 

The Paying Agent for the Dollar Notes is:

 

Deutsche Bank Trust Company Americas

60 Wall Street

New York

NY 10005

United States

 

The Notes called for redemption must be surrendered to the relevant Paying Agent to collect the redemption price plus accrued and unpaid interest, if any, and Additional Amounts, if any.

 

Unless the Company defaults in making the redemption payment, interest and Additional Amounts, if any, on Notes called for redemption cease to accrue on and after the Redemption Date, and the only remaining right of the Holders of such Notes is to receive payment of the redemption price upon surrender to the relevant Paying Agent of the Notes redeemed.

 

No representation is made as to the correctness or accuracy of the CUSIP, ISIN or Common Code number listed in this notice or printed on the Notes.

 

 

1


 

-----END PRIVACY-ENHANCED MESSAGE-----