Noble Energy Announces Successful Early Tender Results
January 21 2016 - 8:14AM
Noble Energy, Inc. (“Noble Energy” or “the Company”) (NYSE:
NBL) today announced the early tender results for
its previously announced tender offers to purchase up to
approximately $1.4 billion aggregate principal amount of its 5.875%
Senior Notes due 2024, 5.875% Senior Notes due 2022 and 5.625%
Senior Notes due 2021 (collectively, the “Notes”) that were validly
tendered and not validly withdrawn prior to 5:00 p.m., New York
City time, on January 20, 2016 (the “Early Tender Date”) pursuant
to its previously announced cash tender offers (each, a “Tender
Offer” and, collectively, the “Tender Offers”). All Notes
that have been validly tendered at or prior to the Early Tender
Date and are accepted in the Tender Offers will be purchased,
retired and cancelled by Noble Energy on the early settlement date,
which is expected to occur today. Borrowings under the recently
announced new term loan facility will be used to fund the Tender
Offers.
The following table sets forth details of the Notes that are
subject to the Tender Offers and the aggregate principal amounts of
Notes that were validly tendered and not validly withdrawn prior to
the Early Tender Date.
Title of
Security |
CUSIP /
ISIN |
PrincipalAmountOutstanding |
Acceptance
Priority Level |
Aggregate
Principal Amount Tendered
Prior to Early Tender
Date |
Aggregate
Principal Amount Accepted As Of
Early Tender Date |
5.875% Senior Notes due
2024 |
655044 AM7 |
$ |
498,786,000 |
|
1 |
$ |
490,442,000 |
|
$ |
490,442,000 |
|
5.875% Senior Notes due
2022 |
655044 AL9 |
$ |
597,436,000 |
|
2 |
$ |
579,151,000 |
|
$ |
579,151,000 |
|
5.625% Senior Notes due
2021 |
655044 AK1 |
$ |
692,964,000 |
|
3 |
$ |
651,292,000 |
|
$ |
313,906,000 |
|
The Tender Offers are being made pursuant to the offer to
purchase dated January 6, 2016 (as it may be amended or
supplemented from time to time, the “Offer to Purchase”) and the
related letter of transmittal for the Notes (as it may be amended
or supplemented from time to time, the “Letter of Transmittal”),
which set forth in more detail the terms and conditions of the
Tender Offers. Capitalized terms used but not otherwise
defined in this announcement shall have the meaning given to them
in the Offer to Purchase.
The Early Tender Date for the Tender Offers has now passed. All
the 5.875% Senior Notes due 2024 and 5.875% Senior Notes due 2022
that were validly tendered and not validly withdrawn at or prior to
the Early Tender Date will be accepted for purchase today.
Because the aggregate principal amount of the Notes tendered at or
prior to the Early Tender Date would result in an Aggregate
Purchase Price that exceeds the Aggregate Maximum Tender Amount,
the 5.625% Senior Notes due 2021 that were validly tendered and not
validly withdrawn at or prior to the Early Tender Date will be
prorated and accepted for purchase as set forth in the table above,
and Noble Energy will not accept for purchase any additional Notes
tendered after the Early Tender Date. The approximate proration
factor for the 5.625% Senior Notes due 2021 is 48%.
The Withdrawal Date for the Tender Offers has now passed.
Notes already tendered pursuant to the Tender Offers may no longer
be withdrawn.
The obligation of Noble Energy to accept for purchase and to pay
the Total Consideration for Notes validly tendered and not validly
withdrawn pursuant to the Tender Offers is subject to, and
conditional upon, the satisfaction or, where applicable, waiver of
a number of conditions described in the Offer to Purchase. Noble
Energy reserves the right, in its sole discretion, to waive any one
or more of the conditions at any time.
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.
This press release is neither an offer to purchase nor a
solicitation for acceptance of any of the Tender Offers. No
offer, solicitation, purchase or sale will be made in any
jurisdiction in which such offer, solicitation, purchase or sale
would be unlawful. The Tender Offers are being made solely pursuant
to terms and conditions set forth in the Offer to Purchase and,
where applicable, the related Letter of Transmittal.
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. Such statements are based on
Noble Energy's current views about future events and are subject to
certain risks and uncertainties that could cause actual results to
differ materially from those anticipated. These risks include
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 ability to
consummate the Tender Offers 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. 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
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