White & Case advises Nostrum Oil & Gas on financial restructuring

Press Release
2 min read

Global law firm White & Case LLP has advised Nostrum Oil & Gas PLC (Nostrum), a UK-listed oil and gas company engaged in the production, development and exploration of oil and gas in the pre-Caspian Basin in Kazakhstan, on its financial restructuring.

White & Case partner Allan Taylor, who co-led the Firm's deal team, said: "We have helped our long-standing client Nostrum on this critical restructuring, to allow them to continue the development of their world-class gas infrastructure assets in Kazakhstan. This restructuring demonstrates the depth and quality of our London PLC and listed company capability, combined with our market-leading expertise of the oil and gas industry. The transaction also highlights the calibre of our cross-border financial restructuring practice and its particular strengths in handling UK schemes of arrangement, coordinating various shareholder and noteholder groups, and the restructuring of high yield debt."

The restructuring related to US$1.125 billion of senior unsecured notes issued by Nostrum and Nostrum Oil & Gas Finance B.V. (the Notes Debt). It was implemented pursuant to the terms of a scheme of arrangement sanctioned by the English Court on 26 August 2022 and became effective on 9 February 2023.

The principal elements of the restructuring were:

  • The exchange of a portion of the Notes Debt for the issuance to each noteholder of a pro rata allocation of new notes, comprising US$250 million of new senior secured notes and US$300 million of senior unsecured notes (the SUNs);
  • The conversion of the remainder of the Notes Debt into fully paid ordinary shares (the New Shares), resulting in the noteholders holding 88.89 percent of the enlarged share capital of Nostrum;
  • The issuance of new warrants to a trustee on behalf of the holders of the SUNs from time to time, exercisable in full by a majority of such holders upon the occurrence of certain events to increase their holding of Nostrum's enlarged share capital to 90.00 percent; and
  • Certain new governance and cash flow arrangements.

The White & Case team which advised on the transaction was led by partners Allan Taylor, Christian Pilkington, James Greene and Will Stoner (all London) and Maxim Telemtayev (Astana), as well as partners Charles Balmain (London), Nicole Erb (Washington, DC) and Genevra Forwood (Brussels), local partner Semion Issyk (Astana) and associates Beth Hough, Morgan Smith, Adebola Ogunsanya, Conor Youngs, Daniel Fahey, Iman Algubari, Robbie Powell (all London) and Adil Nurmaganbetov (Astana).

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