Hess Corporation (NYSE:HES) announced today the early tender
results of the previously announced cash tender offer (the “Maximum
Tender Offer”) to purchase up to approximately $324.0 million of
the following series of notes issued by Hess (the “Notes”):
- 7.875% Notes due 2029;
- 7.300% Notes due 2031; and
- 7.125% Notes due 2033.
The Maximum Tender Offer was made pursuant to the terms and
conditions set forth in the offer to purchase dated September 19,
2016 (the “Offer to Purchase”).
As of 5:00 p.m., New York City time, on September 30, 2016 (the
"Early Tender Date"), as reported by Global Bondholder Services
Corporation, the tender and information agent for the Maximum
Tender Offer, the principal amounts of the Notes listed in the
table below had been validly tendered and not validly
withdrawn.
Security (CUSIP No.)
Initial Principal Amount
AcceptancePriorityLevel
Principal AmountTendered
7.875% Notes due October 1,
2029(023551AF1)
$700,000,000 1 $196,004,000
7.300% Notes due August 15,
2031(023551AJ3)
$750,000,000 2 $185,455,000
7.125% Notes due March 15,
2033(023551AM6)
$600,000,000 3 $117,498,000
The applicable total consideration for the Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Date and accepted for purchase pursuant to the Maximum Tender Offer
will be determined in the manner described in the Offer to Purchase
at 2:00 p.m., New York City time, on October 3, 2016. Holders of
such Notes will be eligible to receive the total consideration for
any such Notes, including the applicable early tender payment
specified in the Offer to Purchase, plus accrued and unpaid
interest up to, but not including, October 4, 2016, the expected
settlement date of the Notes tendered at or prior to the Early
Tender Date.
The Maximum Tender Offer will expire at 11:59 p.m., New York
City time, on October 17, 2016, unless extended or earlier
terminated. Because the Maximum Tender Offer has been fully
subscribed as of the Early Tender Date, holders who tender Notes
after the Early Tender Date will not have any of their Notes
accepted for purchase. Any Notes tendered after the Early Tender
Date, together with any Notes tendered at or prior to the Early
Tender Date but not accepted for purchase by Hess, will be returned
to the holders thereof as described in the Offer to Purchase.
The withdrawal deadline for the Maximum Tender Offer was 5:00
p.m., New York City time, on September 30, 2016 (the “Withdrawal
Deadline”) and has not been extended. Accordingly, previously
tendered Notes and Notes tendered after the Withdrawal Deadline may
not be withdrawn, subject to applicable law.
Hess plans to fund the Maximum Tender Offer with part of the
proceeds from the sale of its 4.30% Notes due 2027 and its 5.80%
Notes due 2047, which was completed on September 28, 2016.
Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan
Stanley & Co. LLC are acting as lead dealer managers for the
Maximum Tender Offer and Mizuho Securities USA Inc. and MUFG
Securities Americas Inc. are acting as co-dealer managers for the
Maximum Tender Offer. Global Bondholder Services Corporation is
acting as the tender and information agent for the Maximum Tender
Offer.
For additional information regarding the terms of the Maximum
Tender 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 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 Maximum Tender Offer and may
postpone the acceptance for purchase of, and payment for, the Notes
so tendered. The Maximum Tender 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
Maximum Tender 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 Hess’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/20160930005999/en/
For Hess CorporationInvestors:Jay Wilson,
212-536-8940orMedia:Sard Verbinnen & CoMichael Henson /
Patrick Scanlan, 212-687-8080
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