Slaughter and May advised Premier Oil on its merger with Chrysaor

Slaughter and May advised Premier Oil on its all share merger with Chrysaor and the reorganisation of Premier’s existing debt, which successfully completed on 31 March 2021 with shares being admitted to trading the following day under the new name of Harbour Energy plc. Harbour Energy is now the largest independent oil and gas company listed on the London Stock Exchange.

The transaction, which constituted a reverse takeover for the purposes of the Listing Rules, resulted in Premier’s creditors and shareholders owning 18 per cent and five per cent of the enlarged group respectively, with Chrysaor’s shareholders owning the remaining 77 per cent. Completion of the transaction was conditional on shareholder, creditor and regulatory approvals.

Prior to completion, Slaughter and May had been advising Premier for almost two years in its efforts to develop and implement a long-term refinancing solution to address the maturity date of its existing debt facilities on 31 May 2021. As a result of the transaction with Chrysaor, Premier’s total gross debt of approximately US$2.7 billion and certain hedging liabilities were repaid and cancelled in return for a cash payment of approximately US$1.3 billion, shares in the enlarged group and the option to participate in a partial cash alternative. In addition, Premier’s existing letters of credit were refinanced and undrawn commitments were cancelled.

Creditor approvals for the transaction were obtained through Court approved restructuring plans under Part 26A of the Companies Act 2006. These were some of the earliest restructuring plans following the introduction of Part 26A and the first in Scotland.