Vermilion Energy Inc. (NYSE: VET) today announced the pricing of its previously announced private offering of up to US$400 million of eight-year senior unsecured notes (the "New Notes"). The New Notes will be issued in the aggregate principal amount of US$400 million, and will have a maturity date of February 15, 2033 and a fixed coupon of 7.250% per annum, to be paid semi-annually. The offering of the New Notes (the "Offering") is expected to close on or about February 11, 2025, subject to customary closing conditions. The Company intends to use the net proceeds from the New Notes, at its option, to (a) redeem or repay the outstanding amount of the Company's existing 5.625% senior notes due 2025 (the "Existing Vermilion Notes") prior to or at their maturity date thereof, (b) fund a portion of the purchase price of the acquisition of Westbrick Energy Ltd. (the "Westbrick Acquisition"), (c) pay transaction fees and other costs associated with the redemption or repayment of the Existing Vermilion Notes and the Westbrick Acquisition, as applicable, (d) repay a portion of the outstanding borrowings under our credit facilities related to any of the foregoing, or (e) any combination of the foregoing.
The New Notes have not been and will not be registered under the U.S. Securities Act of 1933, as amended ("U.S. Securities Act") or applicable state securities laws, and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements of the U.S. Securities Act and applicable state securities laws. The New Notes have not been and will not be qualified for sale to the public under applicable Canadian securities laws and, accordingly, any offer and sale of the New Notes in Canada will be made on a basis which is exempt from the prospectus requirements of such securities laws. Pursuant to the terms of the offering, the New Notes will be offered and sold only on a prospectus-exempt basis to institutional "accredited investors" in certain provinces in Canada and, in the United States, will be offered and sold only to "qualified institutional buyers" in reliance on Rule 144A under the U.S. Securities Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the U.S. Securities Act.
This press release does not constitute an offer to sell or the solicitation of an offer to buy any security in any jurisdiction and shall not constitute an offer, solicitation or sale of any securities in any jurisdiction in which such offering, solicitation or sale would be unlawful.
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