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Deed of Subordination
Deed of Subordination
In parallel with the Plan, BMK, MOL and MOSA will enter into a deed of subordination, the effect of which will be to subordinate the existing MOL/ MOSA intercompany loan and BMK/ MOSA Intercompany Loan to Outrider’s rights under the Plan.
The effect of the deed is that, until MOL’s obligations to Outrider under the RSA or the Plan are fully performed or have ended, MOSA will not be able to ‘upstream’ payments to MOL or BMK in respect of the existing indebtedness, save to fund the obligations to Outrider or certain of MOL’s miscellaneous costs falling due after the new BMK committed loan facility has been drawn down and lent on to MOSA.
- Heading
- Introduction
- derivative of Ground 5, BMK not being an ‘in the money’ creditor such that there was no jurisdiction to ‘cram down’ Outrider’s debts ( Ground 6 ); and unfairness of the Plan ( Ground 8 )
- The witnesses
- Production Sharing Agreement
- The Oilfield
- Prior financing
- The Guarantee
- BMK’s purchase of the MOL shares
- The Group’s current financing arrangements/ position
- BMK’s claim under the MOL Intercompany Loan for approximately US$63.79m; and BMK’s claim under the MOSA Intercompany Loan for approximately US$604.33m
- Outrider/ ABI co-operation
- Mauritius proceedings
- The BMK/ MOL Guarantee claim will be compromised and released in full for US$1
- The BMK/ MOSA Guarantee claim will be released through a third-party release for US$1 The BMK/ MOSA Intercompany Loan will remain outstanding; and
- The Outrider/ MOSA Guarantee claim will be released through a third-party release for US$1; and
- Calculation of the Plan consideration
- New money
- The requirement for the new loan to be fully repaid after five years (Clause 6) MOL’s ability fully or partially to prepay the new loan (Clause 7.2)
- Non-party releases
- Deed of Subordination
- Outrider’s recent offer
- Conditions for sanction
- Principal legal authorities
- Class composition
- Conclusions