Noble Energy Announces Pricing and Expiration of the Tender Offer for Its 8.25% Senior Notes Due 2019
August 14 2017 - 6:42PM
Noble Energy, Inc. (NYSE:
NBL) (“Noble Energy” or
“the Company”) announced today the pricing of its previously
announced cash tender offer for any and all of its $1 billion 8.25%
senior notes due 2019 (“the 2019 notes”), which expired at 5:00
p.m., New York City time, on August 14, 2017 (“the Expiration
Time”).
Title of Security |
CUSIP Number/
ISIN |
OutstandingPrincipal
Amount |
U.S. Treasury Reference
Security |
Bloomberg Reference Page |
Fixed Spread |
Total Consideration
(1)(2) |
8.25%
Senior Notes due 2019 |
655044AD7US655044AD79 |
|
$1,000,000,000 |
1.375%
UST due 07/31/19 |
FIT1 |
+50
bps |
|
$1,097.44 |
(1) Per $1,000 principal amount.
(2) Total Consideration (as defined below) calculated on the
basis of pricing for the U.S. Treasury Reference Security as of
2:00 p.m., New York City time, on August 14, 2017.
The “Total Consideration” listed in the table above for each
$1,000 principal amount of 2019 notes validly tendered and accepted
for purchase pursuant to the tender offer was determined at 2:00
p.m., New York City time, on August 14, 2017. Holders will also
receive accrued and unpaid interest on 2019 notes validly tendered
and accepted for purchase from the March 1, 2017 interest payment
date up to, but not including, the date the Company makes payment
for such 2019 notes (the “Settlement Date”).
As of the Expiration Time, $666,564,000 aggregate principal
amount of the 2019 notes (66.66%) were validly tendered, which
excludes $2,219,000 aggregate principal amount of the 2019 notes
that remain subject to guaranteed delivery procedures. The Company
expects to accept for payment all 2019 notes validly tendered and
not validly withdrawn in the tender offer and expects to make
payment for the 2019 notes on August 15, 2017. Pursuant to the
terms of the tender offer, the 2019 notes not tendered in the
tender offer will remain outstanding.
On August 15, 2017, the Company expects to deliver a redemption
notice for all of its 2019 notes that remain outstanding following
settlement of the tender offer pursuant to the terms of the
indenture governing the 2019 notes, and all remaining outstanding
2019 notes will be redeemed (subject to the terms thereof) on
September 14, 2017.
This announcement is neither an offer to sell nor a solicitation
of an offer to buy any of these securities and shall not constitute
an offer, solicitation or sale in any jurisdiction in which such
offer, solicitation or sale is unlawful. This announcement shall
not constitute a notice of redemption under the indenture governing
the Notes.
Noble Energy (NYSE: NBL) is an independent oil
and natural gas exploration and production company with a
diversified high-quality portfolio of both U.S. unconventional and
global offshore conventional assets spanning three continents.
Founded more than 80 years ago, the company is committed to safely
and responsibly delivering our purpose: Energizing the World,
Bettering People’s Lives®. For more information, visit
www.nblenergy.com.
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 and are subject to a number of risks and
uncertainties that could cause actual results to differ materially
from those projected. These risks and uncertainties 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 ability to consummate the senior notes
offering, tender offer or redemption and other risks inherent in
Noble Energy’s businesses that are discussed in Noble Energy’s most
recent annual report on Form 10-K and in other Noble Energy reports
on file with the Securities and Exchange Commission.
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 any forward-looking
statements should circumstances or management’s estimates or
opinions change.
Investor Contacts:
Brad Whitmarsh
(281) 943-1670
brad.whitmarsh@nblenergy.com
Megan Dolezal
(281) 943-1861
megan.dolezal@nblenergy.com
Media Contacts:
Reba Reid
(713) 412-8441
media@nblenergy.com
Deena McMullen
(281) 943-1732
media@nblenergy.com
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