08 Jul 2011
Lawrence Graham LLP advises Frontera Resources Corporation
Lawrence Graham LLP ("LG") has advised AIM-listed Frontera Resources Corporation ("Frontera") on an equity fundraising of approximately US$11.0 million through an issue of new ordinary shares and a debt restructuring comprising the conversion of US$102.5 million of existing convertible loan notes and the conversion of approximately US$9.2 million of management loans.
Frontera is also redomiciling from Delaware to the Cayman Islands by way of a merger into a new Cayman Islands incorporated holding company ("Frontera Cayman") whose shares are expected to be admitted to trading on AIM on 2 August 2011. LG also advised Frontera Cayman in respect of the entering into of a Standby Equity Distribution Agreement (the "SEDA") with YA Global Master SPV Ltd, an investment fund managed by Yorkville Advisors LLC, pursuant to which up to approximately US$35 million of additional equity investment, through the issue of Frontera Cayman Shares, will be made available to Frontera Cayman over a three-year period.
Frontera is an independent Houston, Texas, U.S.A.-based international oil and gas exploration and production company whose strategy is to identify opportunities and operate in emerging markets around the world. Frontera has operated in Georgia, in central Asia, since 1997 where it holds a 100 percent working interest in a production sharing agreement with the government of Georgia. This gives Frontera the exclusive right to explore for, develop and produce oil and gas from a 5,060 square kilometer area in eastern Georgia known as Block 12.
The Lawrence Graham team was led by corporate partner Tom Nicholls along with lawyers Mark O'Donnell, Michelle Davis and Anne Schaffner. Frontera was advised in the US by Porter Hedges LLP and in the Cayman Islands by Walkers. Frontera's nominated adviser, Strand Hanson and joint brokers, Arbuthnot Securities and Old Park Lane Capital, were advised by SNR Denton.
Tom Nicholls said: "The complexity of trying to bring together so many different parts of this restructuring, fundraising and AIM listing was a significant challenge. The addition of significant new capital resources and the simultaneous restructuring of the company's outstanding debt represents an important and transformational milestone in Frontera's growth plans. The transaction is another important success for Lawrence Graham's corporate team which continues to be one of the market leading teams advising the oil and gas sector."