Tristan Oil Ltd. Completion of Offer to Exchange and Consent Solicitation

CHISINAU, Moldova--()--Tristan Oil Ltd. (Tristan) announced today that it has completed its previously announced exchange offer and consent solicitation relating to its outstanding 10½% Senior Secured Notes due 2012 (the Notes), which commenced on January 16, 2013. The exchange offer and consent solicitation expired at 5:00 p.m., New York City time, on February 14, 2013. As of the expiration time, holders of $530,194,000, or approximately 99.8% of the outstanding principal amount of the Notes, had tendered their Notes for exchange and delivered consents.

As a result of the exchange offer and consent solicitation, the Indenture governing the Notes (the Indenture) was amended, and holders of Notes who tendered in the exchange offer received modified Senior Secured Notes due 2016 (the Modified Notes), issued under the Indenture, as amended. The exchange offer and consent solicitation was completed pursuant to the terms of the previously announced Sharing Agreement (the Sharing Agreement) among Tristan and certain holders of the Notes. Holders of Modified Notes will receive the benefits of the Sharing Agreement, including the following:

  • Any proceeds collected as a result of an award or settlement (an Award) of the previously announced arbitration (the Arbitration) among parties associated with Tristan (the Claimant Parties) and the Republic of Kazakhstan will be paid into a blocked account in New York.
  • The Proceeds will be shared between the Claimant Parties and the holders of the Modified Notes; once certain costs have been paid, the holders of the Modified Notes will receive 70% of any such proceeds until principal and interest on their Modified Notes have been repaid in full.
  • Interest will accrue under the Modified Notes after January 1, 2012 at the rate of interest, if any, provided in the Award.


Tristan Oil Ltd.
Mr. Artur Lungu, +37369602130