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KrisEnergy applies for debt moratorium; Keppel expresses support as creditor
UPSTREAM oil and gas firm KrisEnergy has filed for a six-month debt moratorium to seek court protection from creditors’ legal action while it restructures its debt totalling some US$476.8 million, it said late on Wednesday night.
Keppel Corporation, as a creditor and shareholder of KrisEnergy, has also issued a statement confirming it supports the application and KrisEnergy’s management in formulating a restructuring plan.
The moratorium application constitutes an event of default under KrisEnergy’s existing debt agreements, comprising a US$200 million revolving credit facility (RCF) with DBS Bank maturing on June 30, 2020; S$130 million 4 per cent senior unsecured notes due 2022; S$200 million 4 per cent senior unsecured notes due 2023; about S$139.5 million in principal amount of senior secured zero-coupon notes due 2024; a term loan from HSBC; and a term loan from Standard Chartered Bank, Singapore Branch.
Keppel is a holder of the zero-coupon notes due 2024.
Keppel also holds the key economic risk in the RCF, under a bilateral contract between Keppel and DBS. This means, among other things, that Keppel may be required to make DBS whole for any loss the bank suffers under the RCF. However, Keppel said the analysis by its appointed financial adviser Borrelli Walsh indicates that Keppel will not be required to make any payment to DBS.
KrisEnergy’s wholly owned subsidiary, KrisEnergy (Asia) (KE Asia), owes about US$179 million in outstanding principal to DBS under the RCF as at Aug 13. Keppel holds an indirect interest in this claim.
The bilateral contract was required for DBS to provide and continue to provide the RCF to KE Asia, and the facility is guaranteed by KrisEnergy. Keppel also benefits from interest payments made to DBS under that facility.
In its latest financial results released on July 18, Keppel attributed a value of around S$131 million to its direct investments in KrisEnergy, comprising the zero-coupon notes, warrants and equity.
A DBS spokesman declined to comment on the lender's exposure to KrisEnergy on Thursday. A banker close to the deal told The Business Times that DBS does not need to make provisions for the RCF as it is guaranteed by Keppel.
In Q3 2017, DBS had made provisions for all of its oil and gas portfolio. During the bank's media briefing then, CEO Piyush Gupta had commented, referring to those provisions: "I can say with high confidence that we've cleaned the book. We're highly unlikely to take more in the book." In an indication of the extent of weakness then in the oil and gas segment, DBS raised specific allowances for credit and other losses to S$815 million in Q3 2017, a 87 per cent surge from a year ago.
A HSBC spokesman likewise declined to comment on KrisEnergy.
KrisEnergy on Wednesday applied to the High Court of Singapore to start a court-supervised process to reorganise its liabilities. The company said it is aiming for a restructuring that will be equitable to all its stakeholders and will return it to viability in the shortest time possible.
It also requested a court order to restrain, among other things, the commencement of legal proceedings and enforcement actions by its creditors, for a period of six months. Under Section 211B(8) of the Companies Act, the debt moratorium would automatically be in effect for 30 days upon the making of this application.
KrisEnergy said it needs to restructure its debt because it would not be feasible for the company to make payment of its financial obligations as they fall due.
In its financial results, also released on Wednesday night, KrisEnergy posted a net loss for the first half of this year amid lower oil prices and lower sales, resulting in a capital deficiency position for the group.
This brought the total debt recognised on the balance sheet to US$476.8 million, while gearing stood at 110.8 per cent, as at June 30.
In recent months, KrisEnergy had already disclosed that it is over-geared and under-equitised, and had appointed advisers to review and implement all available options to improve its financial condition.
KrisEnergy said on Wednesday it has engaged Drew & Napier as legal adviser, and Houlihan Lokey (Singapore) as financial adviser.
KrisEnergy added that it is considering potential asset sales to credible bidders in a competitive sale process, as well as a potential acquisition of the company as a whole. However, no definitive agreements have been entered into as at Aug 14. Each of these options will require the consent of DBS, as the RCF lender.
Keppel said it supports KrisEnergy’s court application because without a moratorium, there will be a “significant risk” that creditors’ legal action may jeopardise KrisEnergy’s ability to come up with a debt restructuring plan.
To date, Keppel has provided “significant” support to the restructuring process, KrisEnergy said. This support has included extending Keppel’s exposure under the bilateral contract with DBS in April to upsize the RCF to its current size of US$200 million.
However, although Keppel is a supporting creditor for the application, it still reserves the right to evaluate the restructuring plan once KrisEnergy has developed a firm proposal, and to approve or reject it.
KrisEnergy highlighted that there is no certainty or assurance that any discussions or prospects with potential investors, if any, or any restructuring options will materialise or be successfully concluded.
To engage with all stakeholders, KrisEnergy intends to convene townhall meetings in due course. It will give notice of these meetings.
On Wednesday morning, KrisEnergy requested an immediate suspension in the trading of its shares, while it engages the broader stakeholder groups to explore restructuring options.
Meanwhile, shares of Keppel were trading at S$5.88 as at 9.41am on Thursday, down six cents or 1.01 per cent. DBS was trading at S$24.56 as at 9.40am, down 43 cents or 1.72 per cent.
KrisEnergy's Q2 financial statements: