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Invitation by Tullow Oil plc (the “Company”) to the holders of its 7.00% Senior Notes due 2025 (the “Notes”).
November 15, 2023. The Company hereby announces the commencement of its invitation to holders of the Notes (the “Holders”) to submit tenders to the Company to purchase their Notes for cash on the terms and subject to the conditions contained in the Offer to Purchase dated November 15, 2023 (the “Tender Offer”) (the “Offer to Purchase”). Capitalized terms used in this announcement have the meanings ascribed to them in the Offer to Purchase, unless the context requires otherwise. The Offer to Purchase is available, subject to eligibility confirmation and registration, on the Tender Offer Website: https://projects.morrowsodali.com/tullowoilSUN.
OVERVIEW OF THE TENDER OFFER
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The Notes |
7.00% Senior Notes due 2025 (Regulation S Notes – ISIN: USG91237AA87, CUSIP: G91237AA8) (Rule 144A Notes – ISIN: US899415AE32, CUSIP: 899415AE3) |
|
Aggregate Tender Consideration |
It is the current intention of the Company that the aggregate cash consideration, excluding any accrued and unpaid interest, to be paid by the Company to purchase Notes validly tendered and accepted for purchase in the Tender Offer is an amount of up to U.S.$300,000,000 (the “Aggregate Tender Consideration”).(1) |
|
Early Tender Offer Consideration |
The clearing price per U.S.$1,000 principal amount of Notes (which shall include the Early Tender Offer Premium), which will be determined pursuant to a modified Dutch auction process such that the Aggregate Tender Consideration is not exceeded (the “Clearing Price” or “Early Tender Offer Consideration”, as applicable). |
|
Late Tender Offer Consideration |
The amount per U.S.$1,000 principal amount of Notes validly tendered after the Early Tender Deadline but at or before the Expiration Deadline, which shall equal the Early Tender Offer Consideration minus the Early Tender Offer Premium (the “Late Tender Offer Consideration”). |
|
Modified Dutch Auction Bid Range |
Between U.S.$900.00 (the “Minimum Purchase Price”) and U.S.$920.00 (the “Maximum Purchase Price”), inclusive of the Early Tender Offer Premium (the “Modified Dutch Auction Bid Range”)(1)(2) |
|
Early Tender Offer Premium |
U.S.$50.00 per U.S.$1,000 principal amount of Notes, payable only in respect of Notes validly tendered at or prior to the Early Tender Deadline and accepted for purchase by the Company. |
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Early Tender Deadline |
5:00 p.m. (New York City time) on November 29, 2023 (unless extended as provided in the Offer to Purchase) |
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Expiration Deadline |
5:00 p.m. (New York City time) on December 14, 2023 (unless the Tender Offer is extended, re-opened, amended and/or terminated as provided in the Offer to Purchase) |
|
Outstanding Principal Amount |
U.S.$633,463,0000 (as of the date of the Offer to Purchase) |
(1) Subject to applicable securities laws and the terms set forth in the Offer to Purchase, the Company reserves the right, in its sole discretion, to significantly increase or decrease the proposed Aggregate Tender Consideration. All Tender Instructions will be irrevocable except under limited circumstances described under “Expiration, Extension and Amendment-Revocation Rights” and, subject to applicable securities laws, for the avoidance of doubt, the Company will not grant revocation rights in the event that it increases or decreases the Aggregate Tender Consideration.
(2) Per U.S.$1,000 principal amount of Notes accepted for purchase. The Company will also pay accrued and unpaid interest to, but not including, the applicable Payment Date (as defined below).
(3) Holders who tender Notes at or prior to the Early Tender Deadline may specify a purchase price, which must be within the Modified Dutch Auction Bid Range, in increments of U.S.$1.25 per U.S.$1,000 principal amount of Notes.
More information is available HERE.
For further information contact:
| Tullow Oil Investor Relations | Camarco (Media) |
|---|---|
|
ir@tullowoil.com |
(+44) 20 3781 9244 |
Notes to Editors
Tullow Oil plc
Tullow is an independent oil & gas, exploration and production group, quoted on the London and Ghanaian stock exchanges (symbol: TLW). The Group has interests in over 30 licences across eight countries. In March 2021, Tullow committed to becoming Net Zero on its Scope 1 and 2 emissions by 2030. For further information, please refer to our website at www.tullowoil.com.
Follow Tullow on:
Twitter: www.twitter.com/TullowOilplc
YouTube: www.youtube.com/TullowOilplc
Facebook: www.facebook.com/TullowOilplc
LinkedIn: www.linkedin.com/company/Tullow-Oil
Website: www.Tullowoil.com