REG - Harbour Energy PLC - Regulatory information on the acquisition of LLOG

Harbour EnergyAnnouncement

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RNS Number : 1417P  Harbour Energy PLC  16 January 2026

 

 

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, IN, INTO OR
FROM ANY JURISDICTION WHERE TO DO SO WOULD CONSTITUTE A VIOLATION OF THE
RELEVANT LAWS OR REGULATIONS OF SUCH JURISDICTION. THIS ANNOUNCEMENT IS FOR
INFORMATION PURPOSES ONLY AND IS NOT AN OFFER OF SECURITIES IN ANY
JURISDICTION.

 

Harbour Energy plc

("Harbour" or the "Company")

Further regulatory information regarding the acquisition of LLOG Exploration
Company, L.L.C. by Harbour

16 January 2026

 

 

On 22 December 2025, Harbour announced that it had entered into an agreement
to acquire LLOG Exploration Company, L.L.C. ("LLOG") from LLOG Holdings,
L.L.C. for $3.2 billion, comprising $2.7 billion cash and $0.5 billion of
Harbour's voting ordinary shares (the "Acquisition"). Capitalised terms used
but not otherwise defined in this announcement have the same meaning given to
them in the announcement dated 22 December 2025.

 

UK Listing Rules: further regulatory information

 

The Acquisition, because of its size in relation to Harbour, constitutes a
Significant Transaction for the purposes of the UK Listing Rules (UKLR 7) and
is therefore notifiable in accordance with UKLR 7.3.1R and 7.3.2R. Additional
details, as required under UKLR 7, Annex 2, Part 3 (Non‑financial
information), are set out below.

 

Significant change

 

Harbour

There has been no significant change in the financial position of the Harbour
group since 30 June 2025, being the end of the last period for which financial
information for the Harbour group has been published.

 

Material Contracts

 

Harbour

The following is a summary of those material contracts, not being contracts
entered into in the ordinary course of business, which have been entered into
by Harbour or any member of the Harbour group within the two years immediately
preceding the date of this announcement, and of those other contracts, not
being contracts entered into in the ordinary course of business by any member
of the Harbour group, that contain provisions under which Harbour and/or any
member of the Harbour group has an obligation or entitlement which is or may
be material to the Harbour group as at the date of this announcement.

 

Strategic Transactions:

 

Acquisition of LLOG

 

On 22 December 2025, Harbour Energy plc entered into a Membership Interest
Purchase Agreement ("MIPA") with LLOG Holdings, L.L.C. to acquire LLOG
Exploration Company, L.L.C. for a total consideration of $3.2 billion. The
consideration comprises $2.7 billion in cash, funded through a $1 billion
bridge facility, a $1 billion term loan, and existing liquidity, as well as
$0.5 billion in newly issued Harbour voting ordinary shares. The transaction
is subject to customary regulatory approvals, including U.S. antitrust
clearance, and is expected to complete in Q1 2026. The MIPA includes
locked-box, leakage and standard warranty and indemnity provisions. Please see
Harbour's announcement dated 22 December 2025 for further details.

 

Acquisition of Wintershall Dea Asset Portfolio

 

On 3 September 2024, Harbour completed the acquisition from BASF Handels- und
Exportgesellschaft Mit Beschränkter Haftung, LetterOne Holdings S.A. and L1
Energy Capital Management Services SARL (the "WD Sellers") of Wintershall
Dea's non-Russian exploration and production assets, pursuant to a Business
Combination Agreement (the "Wintershall Dea BCA") dated 21 December 2023. The
$11.2 billion enterprise value transaction included the porting of
approximately $4.9 billion in bonds to Harbour (see below), $2.15 billion in
cash to the WD Sellers, and Harbour shares representing 54.5% of the enlarged
group. Customary relationship agreements between Harbour and each of the WD
Sellers were entered into at completion of the transaction.

 

Sale of Natuna Sea Block A and Tuna (Indonesia)

 

Harbour entered into a definitive agreement with Prime Group on 8 December
2025 to sell its 28.67% operated interest in Natuna Sea Block A and 50%
operated interest in Tuna for $215 million in cash. The Natuna Sea Block A
sale has an effective date of 1 January 2025 and the sale of operated interest
in Tuna will be effective on completion, which is targeted for the second
quarter of 2026. The consideration is subject to customary completion
adjustments.

 

UK North Sea Acquisition of Waldorf Subsidiaries

 

Harbour has agreed, pursuant to a sale and purchase agreement dated 12
December 2025, to acquire substantially all the subsidiaries of Waldorf Energy
Partners Ltd and Waldorf Production Ltd (in administration) for $170 million.
Completion is expected to occur during the second quarter of 2026 and is
subject to, among others, customary regulatory approvals and full and final
settlement of all creditor claims against Waldorf's subsidiaries.

 

Southern Energy SA (Argentina) - Participation/Project Agreements

 

On 29 November 2024, Harbour entered into a participation agreement with Pan
American Energy and Southern Energy S.A. (as amended from time to time) for
the purpose of negotiating the acquisition of a 15% equity interest in
Southern Energy S.A., a company established to develop a floating liquefied
natural gas (FLNG) export project in Argentina. Subsequently, on 15 January
2025, Harbour entered into a share purchase agreement (as amended from time to
time) with Pan American Energy, pursuant to which Harbour acquired a 15%
equity interest in Southern Energy S.A. The current shareholding structure of
Southern Energy S.A. is as follows: Pan American Energy (30%), YPF (25%),
Pampa Energía (20%), Harbour (15%) and Golar (10%). On 2 May 2025 and 6
August 2025 respectively, the shareholders of Southern Energy S.A. reached
Final Investment Decision (FID) in respect of the two vessels comprising the
FLNG export project: the Hilli Episeyo and the MKII FLNG vessel.

 

Financing Facilities

 

The following is a summary of Harbour's existing debt facilities and financing
arrangements:

 

Senior Unsecured Revolving Credit Facility

 

Harbour has a US$3.0 billion senior unsecured revolving credit facility, of
which US$ 1.75 billion is available for drawing letters of credit. The
facility is used for general corporate purposes, including the issuance of
letters of credit.

 

Bond Issuances

 

Harbour issued US$500 million of senior unsecured notes in October 2021,
bearing a fixed coupon of 5.5% per annum and maturing on 15 October 2026. In
March 2025, Harbour launched a tender offer and subsequently repurchased
approximately US$262 million of the outstanding notes, reducing the
outstanding amount to approximately US$238 million.

 

In October 2024, Harbour issued €1.6 billion of euro‑denominated,
investment grade senior unsecured bonds to refinance the bridge facility used
to fund the Wintershall Dea acquisition and for general corporate purposes.
The issuance comprised €0.7 billion of 3.830% notes due 3 October 2029 and
€0.9 billion of 4.357% notes due 03 October 2032.

 

On completion of the Wintershall Dea acquisition, three existing
euro‑denominated, investment grade senior unsecured bonds, with an aggregate
principal amount of €3.0 billion, and perpetual guaranteed subordinated
resettable fixed rate notes, with an aggregate principal amount of €1.5
billion, were ported to Harbour. The euro-denominated senior bonds consisted
of three tranches of €1 billion each, maturing in 2025, 2028 and 2031. The
2025 tranche was repaid at maturity in September 2025. The coupons of the
outstanding 2028 and 2031 notes range between approximately 1.3% and 1.8% per
annum.

 

The subordinated notes have a first call date in 2026 and 2028, respectively,
and bear coupons of 2.4985% and 3% per annum until their first reset dates.
Following a tender offer launched in April 2025, the outstanding amount of the
subordinated notes with first call date in 2026 was reduced from €650
million to €129 million.

 

In April 2025, Harbour issued US$900 million of senior unsecured notes due 1
April 2035 with a fixed coupon of 6.327% per annum. The proceeds were applied
towards addressing near‑term maturities and general corporate purposes.

 

In May 2025, Harbour issued €900 million of perpetual guaranteed
subordinated resettable fixed rate notes. The notes bear a fixed coupon of
6.117% per annum until the first reset date and have a first call date in
2030.

 

The senior and subordinated notes issuances in April and May 2025 pre‑funded
maturities through 2028 and refinanced existing debt.

 

Bridge and Term Loan Facilities

 

In connection with the acquisition of LLOG, Harbour has entered into a new
bridge facility and a term loan facility, each underwritten by DNB (UK)
Limited and JPMorgan Chase Bank, N.A., London Branch. The bridge facility
provides commitments of US$1.0 billion and is intended to be refinanced
following completion. The term loan facility is also sized at US $1.0 billion
and has been structured to provide early repayment options, supporting
efficient debt management following completion of the acquisition. Syndication
of the bridge facility and term loan facility is ongoing.

 

Surety facilities

 

Harbour has several committed surety bond facilities, with commitments
totalling £480 million, utilised for the provision of decommissioning
guarantees related to its UK operations.

 

Additionally, Harbour has access to uncommitted surety bond facilities, of
which approximately £70 million is utilised today.

 

LLOG

 

Based on the due diligence conducted by Harbour, LLOG's material arrangements
comprise agreements entered into in the ordinary course of its upstream oil
and gas exploration and production business. Accordingly, there are no
material contracts (not being contracts entered into in the ordinary course of
business) which have been entered into by LLOG or any member of the LLOG group
within the two years immediately preceding the date of this announcement, nor
any such contracts which contain provisions under which LLOG or any member of
the LLOG group has an obligation or entitlement which is, or may be, material
at the date of this announcement, for the purposes of UK Listing Rule 7, Annex
2, Part 3.

 

Litigation

 

Harbour

There are no governmental, legal, or arbitration proceedings (including any
pending or threatened proceedings) which may have, or have had in the past 12
months, a significant effect on Harbour's or the Harbour group's financial
position or profitability.

 

The Wintershall Dea BCA provides for certain customary post-completion
adjustments to be agreed between the parties in respect of the cash
consideration amount paid by Harbour to the WD Sellers. In seeking to agree
such adjustments, Harbour and the WD Sellers have identified differing leakage
amounts. The WD Sellers have taken the position, on procedural grounds, that
the expert determination mechanism (as set out in the Wintershall Dea BCA) is
not available to the parties to resolve this discrepancy. Absent a resolution
between the parties, the Wintershall Dea BCA requires Harbour to refer the
matter to arbitration to determine the availability of the expert
determination mechanism under the Wintershall Dea BCA. Harbour does not expect
any adverse financial impact on the Harbour group with respect to this matter.

 

LLOG

 

There are no, and have not been, any governmental, legal or arbitration
proceedings (including any such proceedings which are pending or threatened of
which LLOG is aware) which may have, or have had during the 12 months
preceding the date of this announcement, a significant effect on LLOG's or the
LLOG group's financial position or profitability.

 

IMPORTANT NOTICE

 

The information contained in this announcement is for information purposes
only and does not purport to be complete. The information in this announcement
is subject to change. This announcement has been prepared in accordance with
English law, the UK Market Abuse Regulation, and the Disclosure Guidance and
Transparency Rules and UK Listing Rules of the FCA and information disclosed
may not be the same as that which would have been prepared in accordance with
the laws of jurisdictions outside England. This announcement shall not
constitute or form part of any offer to issue or sell, or the solicitation of
any offer to purchase, subscribe for or otherwise acquire, any securities of
the Company in the United States (including its territories and possessions,
any state of the United States and the District of Columbia) or any other
jurisdiction where such offer or sale would be unlawful. The securities
referred to in this announcement have not been and will not be registered
under the U.S. Securities Act of 1933, as amended, or with any securities
regulatory authority of any state or other jurisdiction of the United States
and may not be re‑offered or resold in the United States, except pursuant to
an applicable exemption from, or in a transaction not subject to, the
registration requirements of the United States and in compliance with any
applicable securities laws of any state or other jurisdiction of the United
States. There will be no public offering of the securities referred to herein
in the United States.

 

Forward‑looking statements

 

Certain statements in this announcement are forward‑looking statements. In
some cases, these forward‑looking statements can be identified by the use of
forward‑looking terminology including the terms "believes", "expects",
"estimates", "anticipates", "intends", "may", "will" or "should" or, in each
case, their negative, or other variations or comparable terminology. These
forward‑looking statements reflect Harbour's current expectations concerning
future events and speak only as of the date of this announcement. They involve
various risks, uncertainties and other factors which may cause actual results,
performance or achievements to be materially different from any future
results, performance or achievements expressed or implied by such
forward‑looking statements. No statement in this announcement is intended as
a profit forecast or estimate for any period and no statement should be
interpreted to mean that earnings, EPS, income, cash flow from operations or
free cash flow for the Harbour group or the post‑completion Harbour group
for the current or future years would necessarily match or exceed historical
amounts.

 

 

 

 

 Enquiries
 Harbour Energy plc                                           +44 (0) 203 833 2421
 Elizabeth Brooks, SVP Investor Relations

 Andy Norman, SVP Communications

 Email: CorporateExternalCommunications@harbourenergy.com
 (mailto:CorporateExternalCommunications@harbourenergy.com)

 

Harbour Energy plc LEI: 213800YPC42DYBKVPF97

 

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