CALGARY, Alberta, March 7, 2013 /PRNewswire/ --
Nexen Inc. ("Nexen" or the "Company") announced today that Nexen
has commenced a solicitation of consents from holders of each of
the following senior unsecured notes:
CUSIP Principal Amount
Title of Security Indenture Numbers Outstanding(1)
1998 Indenture Notes
5.20% Notes due March 10,
2015 1998 Indenture 65334HAD4 $125,844,000
7.40% Notes due May 1, 2028 1998 Indenture 136420AF3 $200,000,000
7.875% Notes due March 15,
2032 1998 Indenture 65334HAA0 $500,000,000
5.875% Notes due March 10,
2035 1998 Indenture 65334HAE2 $790,000,000
2007 Indenture Notes
5.65% Notes due May 15, 2017 2007 Indenture 65334HAF9 $62,250,000
6.20% Notes due July 30, 2019 2007 Indenture 65334HAK8 $300,000,000
6.40% Notes due May 15, 2037 2007 Indenture 65334HAG7 $1,250,000,000
7.50% Notes due July 30, 2039 2007 Indenture 65334HAJ1 $700,000,000
(1) Amounts in U.S. dollars.
Nexen is soliciting consents (the "Consents") to approve certain
proposed amendments relating to each series of the notes listed
above (each such series a "Series" and such notes, collectively,
the "Notes"). The 1998 Indenture Notes, collectively, and
each Series of the 2007 Indenture Notes, individually, are referred
to herein as a "Solicited Class" or as a "Solicited Class of
Notes." Nexen is soliciting Consents with respect to each
Solicited Class of Notes (each such solicitation, a "Consent
Solicitation" and, together, the "Consent Solicitations"). The
Consent Solicitations are being made pursuant to the Consent
Solicitation/Prospectus Supplement dated March 7, 2013 (the "Consent Solicitation
Statement") and the related Consent Form.
If the Requisite Consents (as defined in the Consent
Solicitation Statement) are obtained for a Solicited Class of Notes
and the other conditions to the Consent Solicitation for such
Solicited Class are satisfied or waived, then
- Nexen and CNOOC Limited will amend the indenture governing the
Notes of such Solicited Class to delete or amend certain
restrictive covenants with respect to Nexen,
- CNOOC Limited will unconditionally and irrevocably guarantee
the Notes of such Solicited Class in respect of which a Consent has
been validly delivered and not validly revoked (the "Guaranteed
Notes"),
- Nexen will pay to Holders (as defined in the Consent
Solicitation Statement) who delivered their consent prior to the
Early Consent Deadline (as defined below) a fee (the "Early Consent
Fee") of $1.00 per $1,000 principal amount of the Guaranteed Notes
of such Solicited Class, and
- Nexen and CNOOC Limited will amend the indentures governing the
Notes of such Solicited Class to add certain additional covenants
with respect to CNOOC Limited for the benefit only of the
Guaranteed Notes of such Solicited Class (such covenants, together
with the guarantee by CNOOC Limited, the "Guarantee").
Each Consent Solicitation expires at 5:00
p.m., New York time, on
March 20, 2013, unless extended or
earlier terminated by Nexen (each such time and date, as it may be
extended from time to time, an "Expiration Time"). Consents must be
delivered prior to the applicable Expiration Time. Holders who
deliver their Consents by 5:00 p.m.,
New York time, on March 18, 2013 (such time and date, with respect
to each Consent Solicitation, as it may be extended, an "Early
Consent Deadline") will be eligible to receive the Early Consent
Fee. Holders who deliver their Consents after the applicable Early
Consent Deadline but prior to the Expiration Time will not be
eligible to receive the Early Consent Fee. Consents may be revoked
prior to 5:00 p.m., New York time, on March
18, 2013 (such time and date, with respect to each Consent
Solicitation, as it may be extended, a "Revocation Deadline").
Nexen reserves the right to extend, amend or terminate each Consent
Solicitation as described in the Consent Solicitation
Statement.
If the Proposed Amendments (as defined in the Consent
Solicitation Statement) become effective with respect to a Series
of Notes but Consents of Holders of less than 100% of the
outstanding principal amount of the Notes of such Series have been
validly delivered and not validly revoked, the Guaranteed Notes of
such Series will trade under a new CUSIP number to reflect the
Guarantee and the Notes of such Series in respect of which a
Consent has not been validly delivered or was validly revoked will
continue to trade under the existing CUSIP number for such Series
(the "Non-Guaranteed Notes"). The Guarantee will only apply to the
Notes of such Series under the new CUSIP and Notes of such Series
as to which no Consent was given or was validly revoked will trade
under the existing CUSIP for such Series and will not benefit from
the Guarantee. Notwithstanding the different CUSIP numbers, the
Guaranteed Notes of a particular Series and the Non-Guaranteed
Notes of such Series will continue to be treated as a single Series
for purposes of the 1998 Indenture or the 2007 Indenture, as
applicable, except as expressly contemplated by the applicable
supplemental indenture.
The Guarantee would be an unsecured obligation and would rank
pari passu in right of payment of principal and interest and
premium, if any, with all existing and future unsubordinated,
unsecured obligations of CNOOC Limited.
In order for the Proposed Amendments to be approved with respect
to the 1998 Indenture Notes, valid Consents of the Holders of not
less than 66 2/3% of the principal amount of all outstanding 1998
Indenture Notes must have been received (and not subsequently
revoked) by the Expiration Time and accepted by Nexen. In order for
the Proposed Amendments to be approved with respect to any Series
of the 2007 Indenture Notes, valid Consents of the Holders of a
majority in aggregate principal amount of the 2007 Indenture Notes
of such Series must have been received (and not subsequently
revoked) by the Expiration Time and accepted by Nexen. We refer to
the consents needed for the Proposed Amendments to be approved with
respect to the 1998 Indenture Notes or any Series of 2007 Indenture
Notes, as applicable, as the "Requisite Consents" for such
Solicited Class.
The Proposed Amendments relating to each Solicited Class of the
Notes are interdependent with the Proposed Amendments relating to
each other Solicited Class of Notes, each Solicited Class being
conditional on all others being approved by the applicable Holders;
provided that we may waive such conditions in each case and proceed
with the Proposed Amendments relating to any one Solicited Class of
Notes without proceeding with the Proposed Amendments relating to
any other Solicited Class of Notes (such condition, the
"Cross-Consent Condition"). A Guarantee will only be provided in
respect of a Note as to which (i) the Requisite Consents for the
Solicited Class of Notes of which such Note forms a part are
obtained; (ii) a Consent for such Note is validly delivered and not
validly revoked; (iii) the other conditions to the applicable
Proposed Amendments are satisfied or waived (including the
Cross-Consent Condition); and (iv) the Proposed Amendments become
effective with respect to the Solicited Class of which such Note
forms a part.
Holders of the Notes are referred to the Consent Solicitation
Statement and the related Consent Form for the detailed terms and
conditions of the Consent Solicitation.
Nexen has engaged Citigroup Global Markets Inc. to act as
solicitation agent for the Consent Solicitations. Global Bondholder
Services has been engaged to act as the Information and Tabulation
Agent for the Consent Solicitations. Questions or requests for
assistance or additional copies of the Consent Solicitation
Statement or Consent Form may be directed to the Information and
Tabulation Agent, at (866) 470-4300 (toll-free) or (212) 430-3774
(collect). Questions regarding the terms of the Consent
Solicitation may be directed to the Solicitation Agent at (800)
558-3745 (toll-free) or (212) 723-6106 (collect).
This press release is for informational purposes only and is not
a solicitation of consents. The Consent Solicitations are subject
to certain conditions and present certain risks for the holders, as
set forth more fully in the Consent Solicitation Statement. Nexen
retains the rights to waive or modify any term of, or to terminate,
the Consent Solicitation with respect to any or all Series of the
Notes for any reason prior to the date that the Proposed Amendments
become effective with respect to such Series of Notes.
For a discussion of factors you should consider before you
decide whether to consent, see "Risk Factors" outlined in the
Consent Solicitation Statement.
This press release is not an offer for sale of the Guarantee in
the United States or any other
state or jurisdiction, and there shall not be any sale of the
Guarantee in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Neither the Securities and Exchange Commission, nor any state or
Canadian provincial or territorial securities commission has
approved or disapproved of these securities, or determined if the
Consent Solicitation Statement or the accompanying prospectus is
truthful or complete. Any representation to the contrary is a
criminal offense. The Consent Solicitation Statement and the
prospectus to which it relates do not constitute an offer of
securities in any jurisdiction where such offer is not
permitted.
About Nexen
Nexen Inc. is a wholly-owned subsidiary of CNOOC Limited. Nexen
is focused on three growth strategies: oil sands and shale gas in
western Canada and conventional
exploration and development primarily in the North Sea, offshore
West Africa and deepwater
Gulf of Mexico.
Forward-Looking Statements
Certain statements in this Release
constitute "forward-looking statements" (within the meaning of the
United States Private Securities Litigation Reform Act of 1995, as
amended) or "forward-looking information" (within the meaning of
applicable Canadian securities legislation). Such statements or
information (together "forward-looking statements") are generally
identifiable by the forward-looking terminology used such as
"will", "intends", "expect", "should" or other similar words. Any
statements as to the ability of the parties to satisfy the
conditions to, and to complete, the consent solicitation; the
anticipated timing of the closing of the consent solicitation; and,
changes in any of the foregoing are forward-looking statements.
Forward-looking statements are
subject to known and unknown risks and uncertainties and other
factors, many of which are beyond our control and each of which
contributes to the possibility that our forward-looking statements
will not occur or that actual results and achievements may differ
materially from those expressed or implied by such statements. Such
factors include, among others: the possible failure of Nexen to
complete the consent solicitation, in a timely manner or at all,
and other factors, many of which are beyond our control. These
risks, uncertainties and other factors and their possible impact
are discussed more fully in the sections titled "Risk Factors" in
our 2012 Annual Information Form and "Quantitative and Qualitative
Disclosures About Market Risk" in our 2012 annual MD&A.
All of the forward-looking statements
in this Release are qualified by the assumptions that are stated or
inherent in such forward-looking statements. Although we believe
that these assumptions are reasonable based on the information
available to us on the date such assumptions were made, this list
is not exhaustive of the factors that may affect any of the
forward-looking statements and the reader should not place an undue
reliance on these assumptions and such forward-looking statements.
Nexen undertakes no obligation to update publicly or revise any
forward-looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by
applicable securities laws.
For further information:
For investor relations inquiries, please contact:
Ms. Kim Woima
Senior Manager, Investor Relations
+1-403-699-5821
For media and general inquiries, please contact:
Mr. Pierre Alvarez
Vice President, Corporate Relations
+1-403-699-5202
801 - 7th Ave SW
Calgary, Alberta, Canada T2P
3P7
http://www.nexeninc.com