JPMorgan - KASE
JPMorgan - KASE JPMorgan - KASE
The Offering Issuer ......................... Guarantors .................... Securities ..................... Guarantees .................... HurricaneFinance B.V. Hurricane, HKM and HOP. $125,000,000 in principal amount of 9.625% Notes due 2010. The guarantors will irrevocably and unconditionally, on a joint and several basis, guarantee the full and punctual payment of principal, premium, interest, additional amounts and all other amounts that may become due and payable in respect of the notes. Issue price .................... 98.389%oftheprincipalamount. Maturity ...................... February 12, 2010. Interest rate ................... Interest ....................... Ranking ....................... Thenoteswillbear interest at a rate of 9.625% per annum from February 12, 2003, based on a 360-day year consisting of twelve 30-day months. Interest on the notes will be payable semi-annually in arrears on February 12, and August 12 of each year, commencing on August 12, 2003. The notes will rank equally in right of payment with all of the issuer’s other unsecured unsubordinated debt obligations. The indenture relating to the notes will limit the ability of the issuer to incur additional indebtedness. The notes will be effectively subordinated in right of payment to all indebtedness of our subsidiaries that do not provide guarantees of the notes. The guarantees will rank equally in right of payment with all of the guarantors’ other unsecured unsubordinated debt obligations and senior in right of payment to all of the guarantors’ subordinated debt obligations. The guarantees will be effectively subordinated in right of payment to all of the guarantors’ secured debt obligations to the extent of such security. As of September 30, 2002, on a pro forma basis after giving effect to this offering, the intercompany loan of the proceeds of this offering to HKM, borrowings under our Term Facility expected to be outstanding as of the date of this offering, the repayment of our predecessor term facility and the redemption on February 3, 2003 of our 12% Senior Notes due 2006, or Senior Notes, the guarantors would have had approximately $246.3 million of secured indebtedness outstanding and our non-guarantor subsidiaries would have had no indebtedness outstanding. Use of proceeds ............... The net proceeds to us on a consolidated basis will be approximately $120.7 million. The gross proceeds of $123.0 million from this offering will be used by the issuer to make 6
a senior intercompany loan to HKM. The proceeds of the intercompany loan will be used for working capital and other general corporate purposes, which may include funding for prospective acquisitions, capital expenditures or the reduction of indebtedness, and to pay costs relating to this offering. Change of control ............. Payment of additional amounts Tax redemption ............... Covenants ..................... In addition, if Hurricane experiences a change of control, holders of notes may require the issuer to repurchase their notes at 101% of the principal amount thereof plus accrued and unpaid interest to the date of repurchase. See “Risk Factors — Risk Factors Relating to the Notes — The issuer may not be able to repurchase your notes” and “Description of the Notes — Repurchase at the Option of Holders — Change of Control”. The issuer and the guarantors will pay additional amounts in respect of any payment in respect of the notes or the guarantees so that the amount received by holders of the notes after Dutch, Kazakhstan or Canadian withholding tax will equal the amount that would have been received if no withholding tax had been applicable, subject to some exceptions. See “Description of the Notes — Payment of Additional Amounts”. In the event that the issuer or the guarantors become obligated to pay additional amounts as a result of changes in applicable Dutch, Kazakhstan or Canadian law, the issuer may redeem the notes at any time in whole, but not in part, at a price equal to 100% of their principal amount plus accrued and unpaid interest to the redemption date. See “Description of the Notes — Optional Tax Redemption”. We will issue the notes under an indenture, which will, among other things, restrict our ability and the ability of our restricted subsidiaries to borrow money, pay distributions or dividends on equity or purchase equity, make investments, use assets as security in other transactions, enter into sale and lease-back transactions, sell assets or merge with or into other companies, engage in transactions with affiliates, and engage in unrelated businesses. For more details, see “Description of the Notes — Certain Covenants”. Form and denomination ....... Deliveryofthenoteswillbemadeonorabout February 12, 2003 as described below. Notes sold in the United States in reliance on Rule 144A will be evidenced by a note in global form called a Restricted Global Note, which will be deposited with a custodian for, and registered in the name of a nominee of, The Depository Trust Company of New York, New York, or DTC. Notes sold outside the United States in reliance on Regulation S will be evidenced by a separate note in global form called an 7
- Page 1 and 2: Offering Circular Hurricane Finance
- Page 3 and 4: Moscow RUSSIA SAMARA Ufa OMSK RUSSI
- Page 5 and 6: Š Š you have made certain acknowl
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- Page 11 and 12: Offering Memorandum Summary This su
- Page 13 and 14: have a network of sales, storage an
- Page 15: Š our QAM pipeline construction pr
- Page 19 and 20: Organizational Structure The follow
- Page 21 and 22: Nine Months Ended Year Ended Decemb
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- Page 25 and 26: construction of the plant, anticipa
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- Page 29 and 30: fully prohibit us from doing so. In
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- Page 33 and 34: subsoil user and the Kazakhstani go
- Page 35 and 36: In general, estimates of economical
- Page 37 and 38: thereon and any other amounts owed
- Page 39 and 40: Selected Historical Consolidated Fi
- Page 41 and 42: Management’s Discussion and Analy
- Page 43 and 44: (11,642 tonnes per day) in Septembe
- Page 45 and 46: Adoption of Certain Accounting Stan
- Page 47 and 48: The following table sets out the so
- Page 49 and 50: The total royalty and tax expense f
- Page 51 and 52: perform a quarterly ceiling test. T
- Page 53 and 54: The increase in FCA differentials p
- Page 55 and 56: In addition, we incurred production
- Page 57 and 58: plan. The CCAA plan was implemented
- Page 59 and 60: Royalties Royalties increased from
- Page 61 and 62: Cash is managed centrally through t
- Page 63 and 64: Š completion of the gas utilizatio
- Page 65 and 66: Competitive Strengths We believe th
The Offering<br />
Issuer .........................<br />
Guarantors ....................<br />
Securities .....................<br />
Guarantees ....................<br />
HurricaneFinance B.V.<br />
Hurricane, HKM and HOP.<br />
$125,000,000 in principal amount of 9.625% Notes due<br />
2010.<br />
The guarantors will irrevocably and unconditionally, on a<br />
joint and several basis, guarantee the full and punctual<br />
payment of principal, premium, interest, additional<br />
amounts and all other amounts that may become due and<br />
payable in respect of the notes.<br />
Issue price .................... 98.389%oftheprincipalamount.<br />
Maturity ...................... February 12, 2010.<br />
Interest rate ...................<br />
Interest .......................<br />
Ranking .......................<br />
Thenoteswillbear interest at a rate of 9.625% per annum<br />
from February 12, 2003, based on a 360-day year consisting<br />
of twelve 30-day months.<br />
Interest on the notes will be payable semi-annually in<br />
arrears on February 12, and August 12 of each year,<br />
commencing on August 12, 2003.<br />
The notes will rank equally in right of payment with all of<br />
the issuer’s other unsecured unsubordinated debt<br />
obligations. The indenture relating to the notes will limit<br />
the ability of the issuer to incur additional indebtedness.<br />
The notes will be effectively subordinated in right of<br />
payment to all indebtedness of our subsidiaries that do not<br />
provide guarantees of the notes. The guarantees will rank<br />
equally in right of payment with all of the guarantors’ other<br />
unsecured unsubordinated debt obligations and senior in<br />
right of payment to all of the guarantors’ subordinated<br />
debt obligations. The guarantees will be effectively<br />
subordinated in right of payment to all of the guarantors’<br />
secured debt obligations to the extent of such security.<br />
As of September 30, 2002, on a pro forma basis after giving<br />
effect to this offering, the intercompany loan of the<br />
proceeds of this offering to HKM, borrowings under our<br />
Term Facility expected to be outstanding as of the date of<br />
this offering, the repayment of our predecessor term facility<br />
and the redemption on February 3, 2003 of our 12% Senior<br />
Notes due 2006, or Senior Notes, the guarantors would have<br />
had approximately $246.3 million of secured indebtedness<br />
outstanding and our non-guarantor subsidiaries would have<br />
had no indebtedness outstanding.<br />
Use of proceeds ...............<br />
The net proceeds to us on a consolidated basis will be<br />
approximately $120.7 million. The gross proceeds of $123.0<br />
million from this offering will be used by the issuer to make<br />
6
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