CITGO Petroleum Corporation Announces Proposed Private Offering of Senior Secured Notes

HOUSTON , Sept. 13, 2023 /PRNewswire/ -- CITGO Petroleum Corporation ("CITGO") announced that it has commenced a private offering exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), of $1.10 billion aggregate principal amount of senior secured notes due 2029 (the "notes").  The notes offering is subject to market and other conditions, and there is no assurance that the offering will be completed or, if completed, as to the terms on which it will be completed.

CITGO intends to use the total net proceeds from the sale of the notes for general corporate purposes and to pay all fees and expenses in connection with the sale of the notes.  In addition, CITGO intends to pay a dividend to CITGO Holding, Inc. ("CITGO Holding") of approximately $1.120 billion to fund the pending redemption of the $1.286 billion aggregate principal amount of CITGO Holding's 9.25% senior secured notes due 2024 (the "CITGO Holding notes").  The redemption of the CITGO Holding notes is contingent upon the consummation of the notes offering.

This press release does not constitute an offer to sell or the solicitation of an offer to buy the notes, nor will there be any sale of the notes in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful. This press release does not constitute a notice of redemption with respect to the CITGO Holding notes. The offer and sale of the notes have not been and will not be registered under the Securities Act, or the securities laws of any other jurisdiction, and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements.  The notes are being offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and to non-U.S. persons in offshore transactions in compliance with Regulation S under the Securities Act.

About CITGO:

We own and operate three large-scale, highly complex petroleum refineries with a total rated crude oil refining capacity of approximately 807,000 barrels per day, located in Lake Charles, Louisiana, Corpus Christi, Texas and Lemont, Illinois.  Our refining operations are supported by an extensive distribution network, which provides reliable access to our refined product end-markets.  We own 30 active refined product terminals with a total storage capacity of 7.8 million barrels and have equity ownership of an additional 3.5 million barrels of refined product storage capacity through our joint ownership of an additional eight terminals, spread across 21 states.  We own or have an equity interest in four additional terminals, consisting of approximately one million barrels of refined storage capacity, which are currently inactive or only utilized to store feedstocks used in refining operations.  We also have access to more than 150 active third-party and related-party terminals through exchange, terminalling and similar arrangements.  Our retail network consists of approximately 4,200 independently owned and operated CITGO-branded retail outlets located east of the Rocky Mountains.  We and our predecessors have had a recognized brand presence in the U.S. for over 100 years.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995.  In some cases, you can identify these statements by forward-looking words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "target," "will," "would," "should," the negative of these terms and similar terms and phrases.  These statements relate to, among other things, expectations regarding the notes offering and the use of proceeds therefrom.  These statements also relate to our industry, business strategy, goals and expectations concerning our market position and future operations.  Any forward-looking statements are not guarantees of our future performance and are subject to risks and uncertainties that could cause actual results, developments and business decisions to differ materially from those contemplated by these forward-looking statements.  These statements are based on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate.  Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate, and the forward-looking statements based on these assumptions could be incorrect.  In addition, our business and operations involve numerous risks and uncertainties, many of which are beyond our control, which could result in our expectations not being realized or could otherwise materially affect our business, financial condition, results of operations and cash flows.  We caution readers that these forward-looking statements are subject to known and unknown risks and uncertainties that may cause actual results to differ materially from the results that are projected, expressed or implied.  These risks and uncertainties include, among others, risks related to the notes offering, including the effect of the debt markets on the notes offering, and our ability to satisfy the closing conditions to the notes offering, as well as the effects of general economic activity, developments in international and domestic petroleum markets, and refinery turnarounds and operations.  We do not undertake any obligation to update any forward-looking statements, whether as a result of new information or development, future events or otherwise, except as required by law.  Readers are cautioned not to place undue reliance on any of these forward-looking statements.

SOURCE CITGO Petroleum Corporation