REG - Tullow Oil PLC - Final Results of the Tender Offer for 2025 Notes

Tullow OilAnnouncement

15/12/2023 09:45

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RNS Number : 9898W  Tullow Oil PLC  15 December 2023

NOT FOR DISTRIBUTION IN ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO
DISTRIBUTE THIS DOCUMENT.

THIS ANNOUNCEMENT IS FOR INFORMATION ONLY AND IS NOT AN OFFER TO PURCHASE OR A
SOLICITATION OF AN OFFER TO SELL ANY NOTES.

Tullow Oil plc

 

 

Final Results of the Tender Offer for 2025 Notes

 

December 15, 2023 - Tullow Oil plc (the "Company") announces the final results
of its previously announced invitation to holders of its outstanding 7.00%
Senior Notes due 2025 (the "Notes") to tender such Notes for purchase by the
Company for cash (the "Tender Offer") up to an aggregate tender consideration,
excluding any accrued and unpaid interest, of U.S.$300,000,000 (the "Aggregate
Tender Consideration") in respect of tenders from registered holders of Notes
("Holders") who validly tendered their Notes on or prior to 5:00 p.m., New
York City time, on December 14, 2023 (the "Expiration Deadline").

As of the Expiration Deadline, U.S.$140,933,000  principal amount of Notes
were validly tendered (including Notes validly tendered prior to November 29,
2023 (the "Early Tender Deadline")). The table below identifies the principal
amount of Notes validly tendered and accepted as of the Expiration Deadline:

 Title of Security                          CUSIP/ISIN                                Outstanding Principal Amount as at the date of the Offer to Purchase  Principal               Principal Amount Outstanding after the Final Payment Date  Tender Consideration((1))

Amount

Tendered and Accepted
 7.00% Senior Notes due 2025 (the "Notes")  Rule 144A: 899415AE3 / US899415AE32       U.S.$633,463,000                                                      U.S.$140,933,000        U.S.$492,530,000                                           U.S.$920.00

                                            Regulation S: G91237AA8 / USG91237AA87

 

Notes:

(1)   The clearing price per U.S.$1,000 principal amount of Notes validly
tendered and accepted for purchase (the "Tender Consideration") (exclusive of
any accrued and unpaid interest on such Notes from, and including, the last
interest payment date applicable to such Notes, which will be paid in addition
to the Tender Consideration to, but not including, the Final Payment Date (as
defined herein)).

 

Richard Miller, Chief Financial Officer, Tullow, commented today:

"2023 has been a transformative year for our balance sheet. Following the
start-up of the Jubilee South East project earlier this year, we are now in a
period of material free cash flow, with approximately $800 million expected to
be generated between 2023 to 2025. This free cash flow, together with cash on
balance sheet and the $400 million notes facility commitment from Glencore,
will allow us to fully address all outstanding 2025 Notes and puts us in a
strong position to successfully refinance the remaining 2026 Notes. We have
reduced gross debt by almost $400 million this year and we remain on track to
becoming a low-debt business with a sustainable capital structure."

Capitalized terms used in this announcement but not defined herein have the
meanings given to them in the offer to purchase dated November 15, 2023 (the
"Offer to Purchase").

The Tender Consideration for each U.S.$1,000 principal amount of Notes validly
tendered on or prior to the Expiration Deadline and accepted for purchase
pursuant to the Tender Offer shall be U.S.$920.00.

Pursuant to the terms of the Tender Offer, the settlement date for the Notes
tendered on or prior to the Expiration Deadline and accepted for purchase will
be December 20, 2023 (the "Final Payment Date"). Holders will also receive
with respect to any Notes validly tendered and accepted for purchase accrued
and unpaid interest on such Notes from, and including, the last interest
payment date applicable to such Notes to, but not including, the Final Payment
Date.

 

Questions and requests for assistance in connection with the Tender Offer
should be directed to the Lead Dealer Managers:

 ING Bank N.V., London Branch                                                Standard Chartered Bank

                                                                             1 Basinghall Avenue

 8-10 Moorgate                                                               London EC2V 5DD

 London EC2R 6DA                                                             United Kingdom

 United Kingdom                                                              Attention: Liability Management

 Attention: Liability Management Group                                       Telephone: +1 212 667 0351 / +44 20 7885 5739 /

 Telephone: +44 20 7767 6784                                                 + 852 3983 8658 / +65 6557 8286

 Email: liability.management@ing.com (mailto:liability.management@ing.com)   Email: liability_management@sc.com (mailto:liability_management@sc.com)

The Co-Dealer Managers in connection with the Tender Offer are:

 Absa Bank Limited (acting through its Corporate and Investment Banking  DNB Markets, Inc.  J.P. Morgan Securities LLC  Nedbank Limited (acting through its Nedbank Corporate and Investment Banking  The Standard Bank of South Africa Limited
 Division)                                                                                                              Division)

Questions and requests for assistance in connection with the Tender Offer may
also be directed to the Information and Tender Agent:

 Information and Tender Agent
 Morrow Sodali Limited

29/F. No. 28 Stanley Street  103 Wigmore Street            333 Ludlow Street

 London W1U 1QS

 Central Hong Kong
               South Tower, 5(th) Floor

              United Kingdom

               Stamford, CT 06902

               United States

              Telephone: +44 20 4513 6933

 Telephone: +852 2319 4130                                  Telephone: +1 203 658 9457

Email: tullowoil@investor.morrowsodali.com
 (mailto:tullowoil@investor.morrowsodali.com)

Email: tullowoil@investor.morrowsodali.com
(mailto:tullowoil@investor.morrowsodali.com)

 

 

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