Noble Energy, Inc. (“Noble Energy” or “the Company”) (NYSE:
NBL) today announced a series of transactions,
consisting of a new term loan and cash tender offers for certain
outstanding notes, which collectively enhance its financial
flexibility.
Noble Energy has entered into a new three-year term loan
agreement with seven lending institutions for a principal amount of
up to $1.4 billion. Provisions of the term loan agreement,
including pricing and covenants, are consistent with those
contained in the Company’s existing $4.0 billion revolving credit
facility. Borrowings under the term loan agreement may be pre-paid
in full or in part at any time prior to its maturity without
premium.
In connection with the foregoing term loan commitments, Noble
Energy has simultaneously launched cash tender offers (the “Tender
Offers”) for the following series of its notes (collectively the
“Notes”): 5.875% Senior Notes due 2024, 5.875% Senior Notes due
2022 and 5.625% Senior Notes due 2021, all of which were originally
assumed as part of the Rosetta Resources Inc. merger. The maximum
aggregate purchase price (exclusive of accrued interest) of Notes
to be purchased will be limited to approximately $1.4 billion, as
further described below. The borrowings under the term loan
facility will be used solely to fund the Tender Offers.
Kenneth M. Fisher, the Company’s Executive Vice President and
CFO, commented, “Today’s announcement represents a significant
additional synergy from the Rosetta merger. These transactions
create significant value for Noble Energy, improving profitability
through annual interest savings of up to $50 million and
substantially enhancing our deleveraging flexibility. We ended 2015
with $5 billion in liquidity and are committed to continuing a
disciplined capital program.”
Detailed Description of the Cash Tender
Offers
Noble Energy today commenced Tender Offers to purchase up to an
aggregate principal amount of the Notes that will not result in an
“Aggregate Purchase Price” exceeding $1.39 billion (subject to
increase by Noble Energy, the “Aggregate Maximum Tender
Amount”). The Aggregate Purchase Price refers to the
aggregate amount that holders are entitled to receive, excluding
Accrued Interest (as defined below), for notes that are validly
tendered and accepted for purchase.
The terms and conditions of the Tender Offers are described in
an Offer to Purchase, dated January 6, 2016 (the “Offer
to Purchase”), and the related Letter of Transmittal. Noble
Energy reserves the right, but is under no obligation, to increase
the Aggregate Maximum Tender Amount at any time, subject to
applicable law. If the Company increases the Aggregate
Maximum Tender Amount, it does not expect to extend the Withdrawal
Deadline, subject to applicable law. The
amounts of each series of Notes to be purchased may be prorated as
set forth in the Offer to Purchase. The order of priority for
the purchase of the Notes (the “Acceptance Priority Levels”) is
shown in the chart below, with 1 being the highest Acceptance
Priority Level and 3 being the lowest Acceptance Priority
Level.
|
|
|
|
Dollars per
$1,000 Principal Amount of Notes |
Title of
Notes |
CUSIP
Number |
Aggregate
Principal Amount Outstanding |
Acceptance Priority
Level |
Tender Offer
Consideration(1) |
Early Tender
Premium(1) |
Total
Consideration(1)(2) |
5.875% Senior Notes due 2024 |
655044 AM7 |
$ |
498,786,000 |
|
1 |
$ |
970 |
|
$ |
30 |
|
$ |
1,000 |
|
5.875% Senior Notes due 2022 |
655044 AL9 |
$ |
597,436,000 |
|
2 |
$ |
980 |
|
$ |
30 |
|
$ |
1,010 |
|
5.625% Senior Notes due 2021 |
655044 AK1 |
$ |
692,964,000 |
|
3 |
$ |
985 |
|
$ |
30 |
|
$ |
1,015 |
|
(1) Per $1,000 principal amount of Notes validly tendered (and
not validly withdrawn) and accepted for purchase by the Company.
Does not include accrued interest, which will be paid on Notes
accepted for purchase by the Company.
(2) Includes the Early Tender Premium for Notes validly tendered
prior to the Early Tender Date (and not validly withdrawn) and
accepted for purchase by the Company.
The Tender Offers will expire at 11:59 p.m., New York City time,
on February 3, 2016, unless extended or earlier terminated by Noble
Energy (the “Expiration Date”). No tenders submitted after
the Expiration Date will be valid. Subject to the terms and
conditions of the Tender Offers, the consideration for each $1,000
principal amount of Notes validly tendered (and not validly
withdrawn) and accepted for purchase pursuant to the Tender Offers
will be the tender offer consideration for such series of Notes set
forth in the table above (with respect to each series of Notes, the
“Tender Offer Consideration”). Holders of Notes that are
validly tendered (and not validly withdrawn) at or prior to 5:00
p.m., New York City time, on January 20, 2016 (such date and time,
as it may be extended, the “Early Tender Date”) and accepted for
purchase pursuant to the Tender Offers will receive the applicable
Tender Offer Consideration for such series, plus the early tender
premium for such series of Notes set forth in the table above (with
respect to each series of Notes, the “Early Tender Premium” and,
together with the applicable Tender Offer Consideration, the “Total
Consideration”). Holders of Notes tendering their Notes after
the Early Tender Date will not be eligible to receive the Early
Tender Premium.
All Notes validly tendered and accepted for purchase pursuant to
the Tender Offers will receive the applicable consideration set
forth in the table above, plus accrued and unpaid interest on such
Notes from the last interest payment date with respect to those
Notes to, but not including, the applicable Settlement Date (as
defined below) (“Accrued Interest”).
Tendered Notes may be withdrawn from the Tender Offers at or
prior to 5:00 p.m., New York City time, on January 20, 2016, unless
extended by Noble Energy (such date and time, as it may be
extended, the “Withdrawal Deadline”). Holders of Notes who
tender their Notes after the Withdrawal Deadline, but prior to the
Expiration Date, may not withdraw their tendered Notes.
Noble Energy reserves the right, but is under no obligation, at
any point following the Early Tender Date and before the Expiration
Date, subject to the satisfaction or waiver of the conditions to
the Tender Offers, to accept for purchase any Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Date (the settlement date of such purchase being the “Early
Settlement Date”), subject to the Aggregate Maximum Tender Amount,
the Acceptance Priority Levels and proration. The Early
Settlement Date will be determined at Noble Energy’s option and is
currently expected to occur on January 21, 2016, subject to all
conditions to the Tender Offers having been satisfied or waived by
Noble Energy. On such Early Settlement Date, the Company will
accept Notes validly tendered at or prior to the Early Tender Date,
subject to the Aggregate Maximum Tender Amount, the Acceptance
Priority Levels and proration. Noble Energy will purchase any
remaining Notes that have been validly tendered and not validly
withdrawn at or prior to the Expiration Date and that Noble Energy
chooses to accept for purchase, subject to all conditions to the
Tender Offers having been either satisfied or waived by Noble
Energy, promptly following the Expiration Date (the settlement date
of such purchase being the “Final Settlement Date,” the Final
Settlement Date and the Early Settlement Date each being a
“Settlement Date”). The Final Settlement Date is expected to
occur on February 4, 2016, the first business day following the
Expiration Date.
Subject to the Aggregate Maximum Tender Amount and proration,
Noble Energy will accept Notes for purchase as follows:
(1) with respect to Notes tendered at or before the Early
Tender Date, all Notes tendered at or before the Early Tender Date
having a higher Acceptance Priority Level will be accepted before
any Notes tendered at or before the Early Tender Date having a
lower Acceptance Priority Level are accepted, and (2) with
respect to Notes tendered after the Early Tender Date, all Notes
validly tendered after the Early Tender Date having a higher
Acceptance Priority Level will be accepted before any Notes
tendered after the Early Tender Date having a lower Acceptance
Priority Level are accepted. For the avoidance of doubt, if
the Tender Offers are not fully subscribed as of the Early Tender
Date, Notes tendered at or before the Early Tender Date will be
accepted for purchase in priority to Notes tendered after the Early
Tender Date, even if Notes tendered after the Early Tender Date
have a higher Acceptance Priority Level than Notes tendered prior
to the Early Tender Date.
Acceptance for tenders of any Notes may be subject to proration
if the aggregate principal amount for any series of Notes validly
tendered and not validly withdrawn would result in an Aggregate
Purchase Price that exceeds the Aggregate Maximum Tender
Amount. Furthermore, if the Tender Offers are fully
subscribed as of the Early Tender Date, holders who validly tender
Notes after the Early Tender Date will not have any of their Notes
accepted for purchase.
Given that the Aggregate Maximum Tender Amount is greater than
the aggregate outstanding principal amount of the 5.875% Senior
Notes due 2024 and the 5.875% Senior Notes due 2022, we will accept
for purchase any and all validly tendered Notes of such two series
at or prior to the Early Tender Date. If we receive
additional valid tenders of the 5.875% Senior Notes due 2024 and
the 5.875% Senior Notes due 2022 after the Early Tender Date, we
will only accept such tenders subject to the conditions and upon
the terms described herein, including but not limited to the
Acceptance Priority Levels, the Aggregate Maximum Tender Amount and
proration.
The consummation of the Tender Offers is not conditioned upon
any minimum amount of Notes being tendered. However, the
Tender Offers are subject to, and conditioned upon, the
satisfaction or waiver of certain conditions described in the Offer
to Purchase including, among others, Noble Energy having received
net proceeds through the new term loan sufficient to purchase all
Notes validly tendered (and not validly withdrawn) and accepted for
purchase by the Company in the Tender Offers and to pay all fees
and expenses in connection with the Tender Offers.
Citigroup Global Markets Inc. (“Citigroup”) and Mizuho
Securities USA Inc. (“Mizuho Securities”) are the dealer managers
in the Tender Offers. Global Bondholder Services Corporation
has been retained to serve as both the depositary and the
information agent for the Tender Offers. Persons with
questions regarding the Tender Offers should contact Citigroup at
(toll-free) (800) 558-3745 or (collect) (212) 723-6106 or Mizuho
Securities at (toll-free) (866) 271-7403 or (collect) (212)
205-7736. Requests for copies of the Offer to Purchase, the
related Letter of Transmittal and other related materials should be
directed to Global Bondholder Services Corporation at (toll-free)
(866) 794-2200 or (collect) (212) 430-3774.
None of Noble Energy, its board of directors, the dealer
managers, the depositary and the information agent, the trustee
with respect to the Notes or any of Noble Energy’s or their
respective affiliates, makes any recommendation as to whether
holders of the Notes should tender any Notes in response to the
Tender Offers. The Tender Offers are made only by the Offer
to Purchase and related Letter of Transmittal. The Tender
Offers are not being made to holders of Notes in any jurisdiction
in which the making or acceptance thereof would not be in
compliance with the securities, blue sky or other laws of such
jurisdiction. In any jurisdiction in which the Tender Offers
are required to be made by a licensed broker or dealer, the Tender
Offers will be deemed to be made on behalf of Noble Energy by the
dealer manager, or one or more registered brokers or dealers that
are licensed under the laws of such jurisdiction.
Forward Looking Statements
This news release contains certain "forward-looking statements"
within the meaning of federal securities laws. Words such as
"anticipates," "believes,” "expects," "intends," "will," "should,"
"may," and similar expressions may be used to identify
forward-looking statements. Forward-looking statements are
not statements of historical fact and reflect Noble Energy's
current views about future events. They include projected
cash flow and liquidity, future results of operations, business
strategy and other plans and objectives for future
operations. No assurances can be given that the
forward-looking statements contained in this news release will
occur as projected and actual results may differ materially from
those projected. Forward-looking statements are based on
current expectations, estimates and assumptions that involve a
number of risks and uncertainties that could cause actual results
to differ materially from those projected. These risks
include, without limitation, the effects of global, national and
regional economic and market conditions, changes in the financial
markets and interest rates, the volatility in commodity prices for
crude oil and natural gas, the presence or recoverability of
estimated reserves, the ability to replace reserves, environmental
risks, drilling and operating risks, exploration and development
risks, competition, government regulation or other actions, the
ability of management to execute its plans to meet its goals and
other risks inherent in Noble Energy's business that are discussed
in its most recent annual report on Form 10-K and in other reports
on file with the Securities and Exchange Commission. These reports
are also available from Noble Energy's offices or website,
http://www.nobleenergyinc.com. Forward-looking statements are
based on the estimates and opinions of management at the time the
statements are made. Noble Energy does not assume any
obligation to update forward-looking statements should
circumstances, management's estimates, or opinions change.
Investor Contacts
Brad Whitmarsh
(281) 943-1670
brad.whitmarsh@nblenergy.com
Megan Repine
(832) 639-7380
megan.repine@nblenergy.com
Media Contacts
Reba Reid
(713) 412-8441
media@nblenergy.com
Paula Beasley
(281) 876-6133
media@nblenergy.com
Noble Energy (NYSE:NBL)
Historical Stock Chart
From Mar 2024 to Apr 2024
Noble Energy (NYSE:NBL)
Historical Stock Chart
From Apr 2023 to Apr 2024