TIDMAN26
Repsol Oil & Gas Canada Inc. Announces Final Results of
Consent Solicitations and Debt Tender Offers
CALGARY, Alberta, July 10, 2017-- Repsol Oil & Gas Canada
Inc. (formerly known as Talisman Energy Inc.), a Canadian-based
upstream oil and gas company (the "Company"), announced today the
final results of its previously announced solicitations of consents
(the "Consent Solicitations") from holders of its outstanding
-- 7.75% Senior Notes due 2019 (CUSIP No. 87425E AL7 and ISIN No.
US87425EAL74) (the "2019 Notes"),
-- 3.75% Senior Notes due 2021 (CUSIP No. 87425E AM5 and ISIN No.
US87425EAM57) (the "2021 Notes"),
-- 5.85% Senior Notes due 2037 (CUSIP No. 87425E AJ2 and ISIN No.
US87425EAJ29) (the "2037 Notes"),
-- 6.25% Senior Notes due 2038 (CUSIP No. 87425E AK9 and ISIN No.
US87425EAK91) (the "2038 Notes"),
-- 5.50% Senior Notes due 2042 (CUSIP No. 87425E AN3 and ISIN No.
US87425EAN31) (the "2042 Notes"),
-- 5.75% Senior Notes due 2035 (CUSIP No. 87425E AH6 and ISIN No.
US87425EAH62) (the "2035 Notes") and
-- 7.25% Debentures due 2027 (CUSIP No. 87425E AE3 and ISIN No.
US87425EAE32) (the "2027 Debentures" and together with the 2019
Notes,
the 2021 Notes, the 2037 Notes, the 2038 Notes, the 2042 Notes
and the
2035 Notes, the "Notes"; and each, a "series of Notes")
for amendments (the "Amendments") to certain provisions of the
indentures governing the Notes (the "Indentures"), and the final
results of its tender offers to purchase for cash (the "Tender
Offers" and each a "Tender Offer") any and all of the outstanding
Notes.
The following table summarizes, with respect to each series of
Notes, (1) the aggregate principal amount of Notes in respect of
which consents were validly delivered without tendering the related
Notes, (2) the aggregate principal amount of Notes validly tendered
(and in respect of which a consent was thereby validly delivered)
and (3) the total of the aggregate principal amount of Notes in
respect of which consents were validly delivered without tendering
the related Notes or by validly tendering Notes, in each case as of
12:00 midnight, New York City time, on July 7, 2017 (the
"Expiration Time").
In accordance with the terms and conditions of the Consent
Solicitations and Tender Offers, revocation rights with respect to
the consents and withdrawal rights with respect to the Notes
expired on 5:00 p.m., New York City time, on June 22, 2017.
Accordingly, consents and Notes delivered and tendered may not be
revoked or withdrawn.
Title Security CUSIP Number ISIN Number Principal Amount of Principal Amount Total Principal Amount
Notes in respect of Notes of Notes
of which Consents Tendered (and in respect of which
were Delivered Consents Consents were Delivered
without Tendering Thereby Delivered) (Percentage
Related Notes (Percentage of Series)
(Percentage of Series)
of Series)
2006 Indenture
7.75% Senior Notesdue 87425E AL7 US87425EAL74 U.S.$311,817,000(85.68%) U.S.$4,012,000(1.10%) U.S.$315,829,000(86.78%)
2019
3.75% Senior Notesdue 87425E AM5 US87425EAM57 U.S.$208,248,000(86.51%) U.S.$4,085,000(1.70%) U.S.$212,333,000(88.21%)
2021
5.85% Senior Notesdue 87425E AJ2 US87425EAJ29 U.S.$95,894,000(73.12%) U.S.$28,879,000(22.02%) U.S.$124,773,000(95.14%)
2037
6.25% Senior Notesdue 87425E AK9 US87425EAK91 U.S.$105,350,000(88.67%) U.S.$3,655,000 U.S.$109,005,000(91.75%)
2038 (3.08%)
5.50% Senior Notesdue 87425E AN3 US87425EAN31 U.S.$42,927,000(44.40%) U.S.$39,720,000 U.S.$82,647,000(85.48%)
2042 (41.08%)
2005 Indenture
5.75% Senior Notesdue 87425E AH6 US87425EAH62 U.S.$80,925,000(90.43%) U.S.$1,960,000 U.S.$82,885,000
2035 (2.19%) (92.62%)
1997 Indenture
7.25% Debenturesdue 87425E AE3 US87425EAE32 U.S.$47,447,000(87.12%) U.S.$4,082,000 U.S.$51,529,000(94.61%)
2027 (7.49%)
As of 5:00 p.m., New York City time, on June 22, 2017 (the
"Consent/Early Tender Deadline"), the consents received from
holders of Notes of each series exceeded the amount needed to adopt
the Amendments to each of the Indentures. Accordingly, on June 23,
2017, the Company, Repsol S.A., a sociedad anónima organized in
Spain, and the relevant trustee under each Indenture executed a
supplemental indenture to each Indenture effecting the Amendments
(each a "Supplemental Indenture"). Each Supplemental Indenture
became operative on the initial settlement date (the "Initial
Settlement Date"), which took place on June 27, 2017. Each
Supplemental Indenture amended the reporting covenant and
eliminated the merger covenant in the relevant Indenture, as well
as made certain other related changes.
Holders that validly delivered consents at or prior to the
Consent/Early Tender Deadline without tendering the related Notes
received the Consent Only Payment of U.S.$2.50 per U.S.$1,000
principal amount of Notes (the "Consent Only Payment") as to which
they delivered (and did not revoke) such consents on the Initial
Settlement Date.
Holders that validly tendered their Notes and thereby delivered
the related consents at or prior to the Consent/Early Tender
Deadline received on the Initial Settlement Date in respect of
Notes accepted for purchase the applicable Total Consideration of
U.S.$1,087.50 for each U.S.$1,000 principal amount of 2019 Notes,
U.S.$1,000.00 for each U.S.$1,000 principal amount of 2021 Notes,
U.S.$1,000.00 for each U.S.$1,000 principal amount of 2037 Notes,
U.S.$1,000.00 for each U.S.$1,000 principal amount of 2038 Notes,
U.S.$955.00 for each U.S.$1,000 principal amount of 2042 Notes,
U.S.$960.00 for each U.S.$1,000 principal amount of 2035 Notes and
U.S.$1,135.00 for each U.S.$1,000 principal amount of 2027
Debentures (the "Total Consideration"), plus accrued and unpaid
interest from the applicable last interest payment date to, but not
including, the Initial Settlement Date. Such holders did not
receive the Consent Only Payment.
Each Tender Offer expired at the Expiration Time. Holders that
validly tendered their Notes after the Consent/Early Tender
Deadline but at or prior to the Expiration Time will be eligible to
receive in respect of Notes accepted for purchase the applicable
Tender Offer Consideration of U.S.$1,057.50 for each U.S.$1,000
principal amount of 2019 Notes, U.S.$970.00 for each U.S.$1,000
principal amount of 2021 Notes, U.S.$970.00 for each U.S.$1,000
principal amount of 2037 Notes, U.S.$970.00 for each U.S.$1,000
principal amount of 2038 Notes, U.S.$925.00 for each U.S.$1,000
principal amount of 2042 Notes, U.S.$930.00 for each U.S.$1,000
principal amount of 2035 Notes and U.S.$1,105.00 for each
U.S.$1,000 principal amount of 2027 Debentures, plus accrued and
unpaid interest from the applicable last interest payment date to,
but not including, the final settlement date, on the final
settlement date, which is expected to be July 12, 2017. Such
holders will not receive the Consent Only Payment.
The Consent Solicitations and the Tender Offers were made on the
terms and subject to the conditions set forth in the Consent
Solicitation Statement and Offer to Purchase dated June 9, 2017
(the "Consent Solicitation Statement and Offer to Purchase"), and
related consent and letter of transmittal.
This press release is not a solicitation of consents with
respect to the Amendments or any Notes. In addition, this press
release is neither an offer to purchase nor a solicitation of an
offer to sell any Notes. The Consent Solicitations and the Tender
Offers were made only pursuant to the Consent Solicitation
Statement and Offer to Purchase and related consent and letter of
transmittal, copies of which were delivered to holders of the
Notes. Persons with questions regarding the Consent Solicitations
and the Tender Offers should contact the solicitation agents and
dealer managers, Barclays Capital Inc. at (800) 438-3242 (U.S. toll
free), (212) 528-7581 (collect) or +44 20 3134 8515 (international)
and Merrill Lynch, Pierce, Fenner & Smith Incorporated at (888)
292-0070 (U.S. toll free), (980) 387-2907 (collect) or +44 20 7996
5420 (international) or the information agent, tabulation agent and
tender agent D.F. King & Co., Inc., at (212) 269-5550 (banks
and brokers) or (800) 499-8541 (toll-free) or email at
repsol@dfking.com.
About Repsol Oil & Gas Canada Inc.
Repsol Oil & Gas Canada Inc. is an upstream oil and gas
company, incorporated in Canada and is a wholly-owned subsidiary of
the Spanish integrated energy company Repsol, S.A.
Forward-Looking Statements
This news release contains information that constitutes
"forward-looking information" or "forward-looking statements"
(collectively "forward-looking information"). This forward-looking
information includes, among others, statements regarding the terms
and timing for completion of the Consent Solicitations and the
Tender Offers.
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
Company 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 timing for consummation of the
Consent Solicitations and the Tender Offers.
The above-mentioned risk factors are not exhaustive. Additional
information on these and other factors which could affect the
Company's operations or financial results or strategy are included
in the Company's most recent Annual Information Form, dated
February 23, 2017 (included in the Company's Annual Report on Form
40-F, dated February 23, 2017), and Restated Management's
Discussion and Analysis, dated May 12, 2017 (included in the
Company's Annual Report on Form 40-F/A, dated May 12, 2017) and
Interim Management's Discussion and Analysis dated May 12, 2017
(included in the Company's Report of Foreign Private Issuer on Form
6-K, dated May 12, 2017). In addition, information is available in
the Company'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 Company's management at the time the information is
presented. The Company assumes no obligation to update
forward-looking information should circumstances or management's
estimates or opinions change, except as required by law.
FOR FURTHER INFORMATION PLEASE CONTACT:
34 917 538 10034 917 538 00034 913 489 000
(Fax)www.repsol.com
View source version on businesswire.com:
http://www.businesswire.com/news/home/20170710006386/en/
This information is provided by Business Wire
(END) Dow Jones Newswires
July 11, 2017 02:00 ET (06:00 GMT)
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