TIDMAN26
Talisman Energy Inc. Announces Pricing of its Debt Tender
Offer
CALGARY, Alberta, December 9, 2015 - Talisman Energy Inc. (the
"Offeror") announced today the pricing of its previously announced
tender offer (the "Offer") to purchase for cash up to
$1,524,531,000 aggregate principal amount (the "Maximum Tender
Amount") of the 5.85% Senior Notes due 2037 (CUSIP No. 87425E AJ2),
5.50% Senior Notes due 2042 (CUSIP No. 87425E AN3), 6.25% Senior
Notes due 2038 (CUSIP No. 87425E AK9), 7.25% Debentures due 2027
(CUSIP No. 87425E AE3) and 5.75% Senior Notes due 2035 (CUSIP No.
87425E AH6) issued by the Offeror (collectively, the
"Securities").
The following table sets forth certain terms of the Offer,
including the nominal pricing determined based on yields on the
applicable Reference U.S. Treasury Securities at 11:00 a.m., New
York City time, today:
Title of Security CUSIP and ISIN Numbers Principal Outstanding Amount Principal Amount Tendered(1) Acceptance Priority Level Principal Amount Accepted(2) Tender Offer Consideration (per $1,000) Early Tender Premium (per $1,000) Total Consideration (per $1,000)(3)
5.85% Senior Notesdue 2037 87425E AJ2 $500,000,000 $359,879,000 1 $359,879,000 $802.13 $50.00 $852.13
US87425EAJ29
5.50% Senior Notesdue 2042 87425E AN3 $600,000,000 $467,670,000 2 $467,670,000 $757.82 $50.00 $807.82
US87425EAN31
6.25% Senior Notesdue 2038 87425E AK9 $600,000,000 $468,053,000 3 $468,053,000 $838.06 $50.00 $888.06
US87425EAK91
7.25% Debentures due2027 87425E AE3 $300,000,000 $201,615,000 4 $201,615,000 $1,018.17 $50.00 $1,068.17
US87425EAE32
5.75% Senior Notesdue 2035 87425E AH6 $125,000,000 $27,314,000 5 $27,314,000 $797.29 $50.00 $847.29
US87425EAH62
______________________
(1) Principal amount of the Securities that were validly tendered and not validly withdrawn on or before the Early Tender Date.(2) Principal amount of the Securities validly tendered and not validly withdrawn on or before the Early Tender Date that have been accepted for purchase.(3) Inclusive of the Early Tender Premium.
The Offeror has accepted for purchase on the Early Settlement
Date Securities having an aggregate principal amount equal to the
Maximum Tender Amount that were validly tendered and not validly
withdrawn on or before the Early Tender Date (as defined below).
Settlement for Securities validly tendered on or prior to the Early
Tender Date and accepted for purchase pursuant to the Offer is
expected to occur on December 11, 2015.
The Offer is being made upon the terms and subject to the
general conditions set forth in the Offer to Purchase, as amended
by the Offeror's press release dated December 9, 2015 announcing an
increase in the Maximum Tender Amount to $1,524,531,000. The Offer
will expire at 12:00 midnight, New York City time, on December 22,
2015 (one minute after 11:59 p.m., New York City time, on December
22, 2015), unless extended or earlier terminated by the Offeror (as
it may be extended or earlier terminated, the "Expiration Date").
The deadline to validly withdraw tenders of Securities was 5:00
p.m., New York City time, on December 8, 2015; therefore,
Securities that have been tendered and not validly withdrawn, and
Securities tendered after that date, may not be withdrawn unless
otherwise required by applicable law.
The consideration to be paid in the Offer for each series of
Securities that are purchased pursuant to the Offer was determined
in the manner described in the Offer to Purchase at 11:00 a.m., New
York City time, today by reference to the applicable fixed spread
over the yield to maturity of the applicable U.S. Treasury Security
(the "Total Consideration"). Holders of Securities that were
validly tendered and not withdrawn on or prior to 5:00 p.m., New
York City time, on December 8, 2015 (the "Early Tender Date") and
accepted for purchase will receive the applicable Total
Consideration, which includes an early tender premium of $50.00 per
$1,000 principal amount of the Securities accepted for purchase
(the "Early Tender Premium"). Holders of Securities who validly
tender their Securities following the Early Tender Date, but on or
prior to the Expiration Date, will receive the applicable "Tender
Offer Consideration" per $1,000 principal amount of any such
Securities that are accepted for purchase, namely the applicable
Total Consideration minus the applicable Early Tender Premium.
Payment for Securities that were validly tendered on or prior to
the Early Tender Date and that are accepted for purchase will be
made promptly following the Early Tender Date, expected to be
December 11, 2015 (such date, the "Early Settlement Date"). Payment
for any Securities that are validly tendered after the Early Tender
Date but on or prior to the Expiration Date and that are accepted
for purchase will be made promptly following the Expiration Date,
expected to be December 24, 2015 (such date, the "Final Settlement
Date"; each of the Early Settlement Date and any Final Settlement
Date, a "Settlement Date"). Payments for Securities purchased will
include accrued and unpaid interest from and including the last
interest payment date applicable to the relevant series of
Securities up to, but not including, the applicable Settlement Date
(the "Accrued Interest").
The Offeror reserves the right, subject to applicable law, to:
(i) extend the Offer; (ii) increase the Maximum Tender Amount; or
(iii) otherwise amend the Offer in any respect.
Citigroup Global Markets Limited and J.P. Morgan Securities LLC
are acting as dealer managers for the Offer (the "Dealer
Managers"). The tender agent and information agent (the "Tender
Agent and Information Agent") for the Offer is D.F. King & Co.,
Inc. Copies of the Offer to Purchase and related offering materials
are available by contacting the Tender Agent and Information Agent
at (866) 864-7964 or (212) 269-5550 (collect) or talisman
@dfking.com. Questions regarding the Offer should be directed to
Citigroup Global Markets Limited, Liability Management Group, at
(800) 558-3745 (toll-free) or (212) 723-6106 (collect) or
+44-20-7986-8969 and J.P. Morgan Securities LLC, Liability
Management Group, at (866) 834-4666 (toll-free) or (212) 834-3617
(collect).
This announcement shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
The Offer is being made only pursuant to the Offer to Purchase and
only in such jurisdictions as is permitted under applicable
law.
About Talisman Energy Inc.
Talisman Energy Inc. is a global upstream oil and gas company,
incorporated in Canada. Its assets are located in two core
operating areas: the Americas (North America and Colombia) and
Asia-Pacific. It was acquired by a wholly owned subsidiary of the
Spanish integrated energy company Repsol S.A. on May 8, 2015.
Forward-Looking Statements
This news release contains information that constitutes
"forward-looking information" or "forward-looking statements"
(collectively "forward-looking information") within the meaning of
applicable securities legislation. This forward-looking information
includes, among others, statements regarding the terms and timing
for completion of the Offer.
Undue reliance should not be placed on forward-looking
information. Forward-looking information is based on current
expectations, estimates and projections that involve a number of
risks which could cause actual results to vary and in some
instances to differ materially from those anticipated by the
Offeror and described in the forward-looking information contained
in this news release. The material risk factors include, but are
not limited to risks related to the successful consummation of the
Offer.
The foregoing list of risk factors is not exhaustive. Additional
information on these and other factors which could affect the
Offeror's operations or financial results or strategy are included
in the Offeror's most recent Annual Information Form (included in
the Offeror's Annual Report on Form 40-F). In addition, information
is available in the Offeror's other reports on file with the United
States Securities and Exchange Commission.
Forward-looking information is based on the estimates and
opinions of the Offeror's management at the time the information is
presented. The Offeror assumes no obligation to update
forward-looking information should circumstances or management's
estimates or opinions change, except as required by law.
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