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Tullow Oil plc announces its offer to purchase for cash its 10.25% senior secured notes due 2026 bearing ISIN: USG91237AB60 and CUSIP: G91237AB6 (the “Reg S Notes”) up to a total Tender Consideration of $100,000,000 at prices to be determined pursuant to an Unmodified Dutch Auction Procedure (as defined below).

November 15, 2023—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 $100,000,000 (although the Company reserves the right, in its sole discretion, to significantly increase or decrease the proposed Tender Consideration), on the terms and subject to the conditions set forth in the offer to purchase dated November 15, 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: 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

Titus - SSN Offer - Launch Press Release (November 14)(45965025.9).png

(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 US899415AG89 and CUSIP 899415AG8 (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, Morrow Sodali Limited (the “Information and Tender Agent”), ING Bank N.V., London Branch and Standard Chartered Bank (the “Lead Dealer Managers”) or Absa Bank Limited (acting through its Corporate and Investment Banking Division), DNB Markets, Inc., J.P. Morgan Securities plc, Nedbank Limited (acting through its Nedbank Corporate and Investment Banking Division) and The Standard Bank of South Africa Limited (the “Co-Dealer Managers” and, together with the Lead Dealer Managers, 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.


Calendar Date and Time


Launch Date

November 15, 2023

The Company makes an announcement to commence the Offer. The Offer to Purchase is made available to Eligible Holders (as defined below) via the Tender Offer Website.

Expiration Time

4:00 p.m., London time, on November 29, 2023, unless extended or earlier terminated by the Company.

Deadline for the receipt of all valid tenders of Reg S Notes by the Tender and Information Agent in the Offer (subject to the right of the Company to extend, re-open, amend and/or terminate the Offer in its sole discretion).


Announcement of Acceptance and Results

As soon as reasonably practicable on the Business Day following the Expiration Time.

Announcement by the Company of whether the Company will accept any valid tenders of Reg S Notes pursuant to the Offer, and if so accepted, the announcement of (i) the Final Acceptance Amount and (ii) any relevant Scaling Factor.

Settlement Date

The Settlement Date is expected to occur on December 4, 2023, being the second Business Day following the announcement of the results of the Offer.

We will deposit with the Clearing Systems the amount of cash necessary to pay the Tender Consideration plus Accrued Interest with respect to any Reg S Notes accepted for purchase on the Settlement Date. The Clearing Systems will pay to each Eligible Holder who tendered Reg S Notes by the Expiration Time and whose Reg S Notes are accepted for purchase the Purchase Consideration plus Accrued Interest for each such Note.

More information is available HERE

For further information contact:

Tullow Oil Investor Relations Camarco Media  
Nicola Rogers
Matthew Evans

(+44) 20 3781 9244
Billy Clegg
Andrew Turner 
Rebecca Waterworth

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

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