Tullow launches Tender Offer for a portion of its 2025 Senior 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 announces its offer to purchase for cash its 7.00% senior notes due 2025 bearing ISIN: USG91237AA87 and CUSIP: G91237AA8 (the “Reg S Notes”) up to a total Tender Consideration of $75,000,000 at prices to be determined pursuant to an Unmodified Dutch Auction Procedure (as defined below)

Tullow Oil plc (referred to as the “Company,” “we,” or “us”), hereby announces an invitation to the Eligible Holders (as defined below) of its outstanding Reg S Notes to tender their Reg S Notes for cash (the “Offer”) for purchase by the Company at prices to be determined pursuant to an Unmodified Dutch Auction Procedure (as defined below) up to a Tender Consideration (as defined below) of $75,000,000 (although the Company reserves the right, in its sole discretion, to increase or decrease the proposed Tender Consideration), on the terms and subject to the conditions set forth in the offer to purchase dated June 12, 2023 (the “Offer to Purchase”) prepared in connection with the Offer.

Copies of the Offer to Purchase are available (subject to the "Offer and Distribution Restrictions"), subject to eligibility and registration, on the Tender Offer Website: https://projects.morrowsodali.com/tullowoil. Capitalized terms used in this announcement but not otherwise defined have the meanings given to them in the Offer to Purchase.

Purpose of the Offer

The Company is undertaking the Offer as part of its plan to optimize and proactively manage its cash, debt profile and capital structure. The Reg S Notes purchased by the Company pursuant to the Offer will be retired and cancelled.

Summary of the Offer

^{(1) The Company will only accept tenders with respect to Reg S Notes. The Company will not accept tenders with respect to the Notes held on the Rule 144A Global Note bearing ISIN US899415AE32 (the “Rule 144A Notes”). In order to participate in the Offer, each Holder of the Rule 144A Notes who is not a U.S. person and is located outside the United States and otherwise complies with the restrictions in the Offer to Purchase must, prior to the Expiration Time, exchange such Rule 144A Notes for Reg S Notes held through the Clearing Systems (being Euroclear and Clearstream only) in accordance with the procedures specified in the Indenture.}

^{(2) Tenders of Reg S Notes will be accepted only in principal amounts equal to $200,000 and in integral multiples of $1,000 in excess thereof; provided that Eligible Holders who tender less than all of their Reg S Notes or less than all of whose Reg S Notes are accepted for purchase must continue to hold Reg S Notes in principal amounts equal to minimum denominations of $200,000 and integral multiples of $1,000 in excess thereof.}

Expected Timetable

Please note the following important dates and times relating to the Offer. Each is indicative only and is subject to change as a result of any extension, termination, withdrawal or amendment as set out in the "Terms of the Offer—Expiration Time; Extensions; Amendments; Settlement Date" section of the Offer to Purchase.

None of the Company, the Information and Tender Agent or the Dealer Managers warrants that any or all of the events referred to below will take place as and/or when described including, in particular in the case of any publications or announcements made through or via any Clearing System or Recognised News Service nor shall they be liable for any failure of any Clearing System or Recognised News Service to deliver any notices to participants or Eligible Holders.

Further information is available HERE.