Result of the Offer for 2026 Notes

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO, OR TO ANY PERSON LOCATED OR RESIDENT IN, OR AT ANY ADDRESS IN, THE UNITED STATES OF AMERICA, ITS TERRITORIES AND POSSESSIONS (INCLUDING PUERTO RICO, THE U.S. VIRGIN ISLANDS, GUAM, AMERICAN SAMOA, WAKE ISLAND AND THE NORTHERN MARIANA ISLANDS), ANY STATE OF THE UNITED STATES OF AMERICA OR THE DISTRICT OF COLUMBIA (THE "UNITED STATES") OR TO ANY U.S. PERSON (AS DEFINED IN REGULATION S OF THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”)), OR IN OR INTO ANY JURISDICTION WHERE IT IS UNLAWFUL TO RELEASE, PUBLISH OR DISTRIBUTE THIS ANNOUNCEMENT.

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 (the “Company” or “Tullow”) announces the results of its offer to purchase a portion of its outstanding 10.25% Senior Secured Notes due 2026 bearing ISIN: USG91237AB60 and CUSIP: G91237AB6 (the “Reg S Notes”) for cash (the “Offer”), which was announced on November 15, 2023, on the terms and subject to the conditions set out in the Offer to Purchase dated November 15, 2023 (the “Offer to Purchase”) prepared in accordance with the Offer. Capitalized terms used and not otherwise defined in this announcement have the meanings ascribed to them in the Offer to Purchase.

Tullow has increased the aggregate Tender Consideration to $102,515,736.25.

The Final Acceptance Amount, representing the final aggregate principal amount of Reg S Notes accepted for purchase by the Company pursuant to the Offer, is $114,755,000.

Tullow will use approximately $102.5 million of cash on balance sheet to fund the purchase of $114,755,000 in aggregate principal amount of Reg S Notes, excluding Accrued Interest. This transaction delivers a value accretion of $41.1 million from a combination of $12.2 million net debt reduction and coupon savings to maturity of $28.9 million.

Tullow elects to set the Maximum Purchase Price, as determined pursuant to the Unmodified Dutch Auction Procedure, at 90.500%, achieving a weighted average purchase price of 89.334%.

Richard Miller, Chief Financial Officer, commented today:

“Deploying cash from our balance sheet to buy back the 2026 Notes demonstrates our confidence in the business and our ongoing cash flow generation. Through this transaction we are reducing gross debt by $114.8 million and we will be saving $28.9 million on coupon payments. Together with the $100 million annual repayment of 2026 Notes in May and the purchase of $166.5 million of 2025 Notes in June this brings our total debt reduction this year to $381.3 million and marks the next step in our objective to be a low-debt business by 2025.”

Full details of the results of the Offer are as follows:

As the aggregate principal amount of the Reg S Notes validly tendered up to and including the Maximum Purchase Price is equal to the Final Acceptance Amount, the Company has accepted for purchase Reg S Notes tendered at the Maximum Purchase Price without proration.

The Settlement Date for the Offer will be December 1, 2023. Notes accepted for purchase by the Company pursuant to the Offer will be retired and cancelled.

More information is available HERE.