Hess Corporation Announces Pricing of Offer to Purchase Notes Due in 2019
September 23 2016 - 2:46PM
Business Wire
Hess Corporation (NYSE:HES) announced today the consideration to
be paid in the previously announced cash tender offer (the “Offer”)
for any and all of its outstanding 8.125% Notes due 2019 (the
“Notes”). The Offer will expire at 5:00 p.m., New York City time,
today, September 23, 2016, unless extended or earlier
terminated.
The applicable Reference Yield, Repurchase Yield and Total
Consideration are detailed in the table below:
Security
(CUSIPNo.)
Initial
PrincipalAmount
U.S.
TreasuryReferenceSecurity
Reference Yield Fixed
Spread
RepurchaseYield
TotalConsideration*
8.125% Notesdue February15,
2019(42809HAB3)
$1,000,000,000
0.875% USTdue 09/15/2019
0.888% +60 bps 1.488% $1,154.64 * Per
$1,000 principal amount of Notes.
Upon consummation of the Offer, Hess will pay Total
Consideration of $1,154.64 for each $1,000 principal amount of
Notes tendered and accepted for payment, plus accrued and unpaid
interest up to, but not including, September 28, 2016, the expected
settlement date, in the Offer. The Total Consideration was
calculated in the manner described in the Offer to Purchase, dated
September 19, 2016 (the “Offer to Purchase”), by reference to a
fixed spread specified in the table above plus the yield to
maturity based on the bid-side price of the applicable U.S.
Treasury Reference Security specified in the table above
at 2:00 p.m., New York City time, on September
23, 2016.
To receive such consideration, holders of Notes must validly
tender and not validly withdraw their Notes or timely comply with
the guaranteed delivery procedures set forth in the Offer to
Purchase prior to the expiration of the Offer. Notes tendered may
be withdrawn at any time prior to the expiration of the Offer, by
following the procedures described in the Offer to Purchase.
Holders of Notes are urged to read carefully the Offer to Purchase
before making any decision with respect to the Offer.
Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan
Stanley & Co. LLC are acting as lead dealer managers for the
Offer and Mizuho Securities USA Inc. and MUFG Securities Americas
Inc. are acting as co-dealer managers for the Offer. Global
Bondholder Services Corporation is acting as the information agent
and the depositary for the Offer.
For additional information regarding the terms of the Offer,
please contact the lead dealer managers: Goldman, Sachs & Co.
at 800-828-3182 (toll free) or 212-357-1039, J.P. Morgan Securities
LLC at 866-834-4666 (toll free) or 212-834-3424 or Morgan Stanley
& Co. LLC at 800-624-1808 (toll free) or 212-761-1057. The
Offer to Purchase and the related notice of guaranteed delivery may
be accessed at the following link http://www.gbsc-usa.com/Hess/ or
obtained from Global Bondholder Services Corporation, free of
charge, by calling toll-free at (866) 470-4500 (bankers and brokers
can call collect at (212) 430-3774).
The obligation of Hess to accept any Notes tendered and to pay
the consideration for Notes is subject to satisfaction or waiver of
certain conditions and other terms set forth solely in the Offer to
Purchase.
This news release shall not be construed as an offer to purchase
or sell or a solicitation of an offer to purchase or sell any of
the Notes or any other securities. Hess, subject to applicable law,
may amend, extend or terminate the Offer and may postpone the
acceptance for purchase of, and payment for, the Notes so tendered.
The Offer is not being made 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. None of
Hess, the dealer managers, the information agent or the depositary
makes any recommendations as to whether holders of the Notes should
tender their Notes pursuant to the Offer.
Hess Corporation is a leading global independent energy company
engaged in the exploration and production of crude oil and natural
gas. More information on Hess Corporation is available at
http://www.hess.com.
Cautionary Statements
This news release contains statements about future events and
expectations, or forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, as amended. These projections and
statements reflect the company’s current views with respect to
future events and financial performance. No assurances can be
given, however, that these events will occur or that these
projections will be achieved, and actual results could differ
materially from those projected as a result of certain risk
factors, including those described in and incorporated by reference
into the Offer to Purchase. Hess undertakes no obligation to update
the information contained in this news release to reflect
subsequently occurring events or circumstances.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20160923005808/en/
For Hess CorporationInvestors:Jay Wilson,
212-536-8940orMedia:Sard Verbinnen & CoMichael
Henson/Patrick Scanlan212-687-8080
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