CALGARY,
AB, June 25, 2024 /PRNewswire/ -- CNOOC
Petroleum North America ULC (the "Company") today announced the
pricing of its previously announced cash tender offer (the "Tender
Offer") to purchase outstanding debt securities of the Company
listed in the table below (collectively, the "Notes," and each a
"Series" of Notes) from each registered holder of the applicable
Series of Notes (each, a "Holder," and collectively, the "Holders")
up to a combined aggregate principal amount of the Notes equal to
$750,000,000 (which amount has been
increased as described herein) (the "Maximum Amount"), subject to
certain acceptance priority levels, each as specified in the table
below. As previously announced in the Company's press release dated
June 25, 2024, the Company has
amended the Tender Offer to increase the previously announced
Maximum Amount from $750,000,000 to
$951,123,000, and references to the
Maximum Amount are to such increased amount.
The complete terms of the Tender Offer are set forth in the
Offer to Purchase dated June 10,
2024, as amended and supplemented by the Company's press
release dated June 25, 2024 (as so
amended and supplemented and as it may be further amended or
supplemented from time to time, the "Offer to Purchase").
References in this news release to "$" or "US$" are to United States dollars, unless otherwise
indicated.
The "Total Consideration" for each $1,000 principal amount of Notes of any Series
tendered and accepted for purchase pursuant to the Tender Offer has
been determined in the manner described in the Offer to Purchase by
reference to the applicable fixed spread specified for such Series
in the table below over the yield corresponding to the bid-side
price of the applicable Reference U.S. Treasury Security specified
for such Series in the table below, as displayed on the applicable
Bloomberg Reference Page specified in the table below at
11:00 a.m., New York City time, on June 25, 2024 (such time and date, the "Price
Determination Time"). Holders of Notes must have validly tendered
and not validly withdrawn their Notes at or before 5:00 p.m., New York
City time, on June 24, 2024
(the "Early Tender Deadline") to be eligible to receive the
applicable Total Consideration for their tendered Notes, which
includes an early tender payment of $50 per $1,000
principal amount of the Notes accepted for purchase (the "Early
Tender Premium"). Holders whose Notes are accepted for purchase
pursuant to the Tender Offer will also receive accrued and unpaid
interest on their purchased Notes from the last interest payment
date for such Notes to, but excluding, the Settlement Date (as
defined below).
Title of
Security
|
CUSIP /
ISIN
|
Acceptance
Priority
Level
|
Reference
Security
|
Bloomberg
Reference
Page
|
Reference
Treasury
Yield
|
Fixed
Spread
|
Total
Consideration(1)
|
7.500% Notes
due July 30, 2039
|
65334HAJ1/
US65334HAJ14
|
1
|
4.375% U.S. Treasury
Notes
due May 15, 2034
|
FIT1
|
4.242 %
|
55 bps
|
$1,288.50
|
6.400% Notes
due May 15, 2037
|
65334HAG7/
US65334HAG74
|
2
|
4.375% U.S. Treasury
Notes
due May 15, 2034
|
FIT1
|
4.242 %
|
35 bps
|
$1,174.30
|
5.875% Notes
due March 10, 2035
|
65334HAE2/
US65334HAE27
|
3
|
4.375% U.S. Treasury
Notes
due May 15, 2034
|
FIT1
|
4.242 %
|
30 bps
|
$1,111.92
|
7.875% Notes
due March 15, 2032
|
65334HAA0/
US65334HAA05
|
4
|
4.375% U.S. Treasury
Notes
due May 15, 2034
|
FIT1
|
4.242 %
|
40 bps
|
$1,207.58
|
7.400% Notes
due May 1, 2028
|
136420AF3/
US136420AF31
|
5
|
4.500% U.S. Treasury
Notes
due May 31, 2029
|
FIT1
|
4.270 %
|
40 bps
|
$1,094.97
|
(1)
|
Per $1,000 principal
amount of Notes. Includes the Early Tender Premium. Holders whose
Notes are accepted for purchase pursuant to the Tender Offer will
also receive accrued and unpaid interest on their purchased Notes
from the last interest payment date for such Notes to, but
excluding, the Settlement Date (as defined below).
|
As previously announced, the Company has amended the Tender
Offer to increase the previously announced Maximum Amount to
$951,123,000 in order to accept for
payment all Notes validly tendered and not validly withdrawn at or
prior to the Early Tender Deadline. As a result, the Company
expects to accept for payment all Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline. In
addition, because the Company expects to accept for payment
approximately the Maximum Amount of Notes, no additional Notes will
be purchased pursuant to the Tender Offer after the Settlement
Date. As described in the Offer to Purchase, Notes tendered and not
accepted for purchase will be promptly returned to the tendering
Holder's account.
Consummation of the Tender Offer is subject to a number of
conditions, including the absence of certain adverse legal and
market developments. Subject to applicable law, the Company may
waive any and all of these conditions or extend, terminate or
withdraw the Tender Offer with respect to one or more Series of
Notes and/or increase or decrease the Maximum Amount. The Tender
Offer is not conditioned upon any minimum amount of Notes being
tendered. There are no guaranteed delivery provisions applicable to
the Tender Offer.
The Tender Offer will expire at 5:00
p.m., New York City time,
on July 10, 2024, unless extended
(such date and time, as the same may be extended, the "Expiration
Time") or earlier terminated by the Company. As of the Early Tender
Deadline, the Holders' withdrawal rights have expired. Assuming the
Tender Offer is not extended and the conditions to the Tender Offer
are satisfied or waived, the Company expects that settlement for
Notes validly tendered and not validly withdrawn on or before the
Early Tender Deadline that are accepted for purchase will be
June 27, 2024 (the "Settlement
Date").
This press release is for informational purposes only. This
press release does not constitute an offer to sell or purchase, or
a solicitation of an offer to sell or purchase, or the solicitation
of tenders with respect to, any security. No offer, solicitation,
purchase or sale will be made in any jurisdiction in which such
offer, solicitation, or sale would be unlawful. The Tender Offer is
being made solely pursuant to terms and conditions set forth in the
Offer to Purchase and only to such persons and in such
jurisdictions as are permitted under applicable law.
J.P. Morgan Securities LLC is serving as the sole Dealer Manager
in connection with the Tender Offer. Questions regarding the terms
of the Tender Offer should be directed to J.P. Morgan Securities
LLC at +1 (866) 834-4666 (toll free) or + 1 (212) 834-7489
(collect). Any questions or requests for assistance or additional
copies of the Offer to Purchase or the documents incorporated by
reference therein may be directed to D.F. King & Co., Inc.,
which is acting as the Tender Agent and the Information Agent for
the Tender Offer, at the following telephone numbers: banks and
brokers at (877) 478-5045 (toll free)Íž all others at (212) 269-5550
(all others); or by email to CNOOC@dfking.com.
About CNOOC Petroleum North America ULC
CNOOC Petroleum North America ULC is a British Columbia unlimited liability company
whose principal activities are the exploration, development and
production of petroleum and natural gas in Canada. CNOOC
Petroleum North America ULC is an indirect, wholly-owned subsidiary
of CNOOC Limited.
Forward-Looking Statements
This press release contains forward-looking statements based on
current expectations and assumptions that involve risks and
uncertainties. All statements other than statements of historical
fact are statements that could be deemed forward-looking
statements, including, but not limited to, statements about the
expected timing, size or other terms of the Tender Offer and the
Company's ability to complete the Tender Offer. Forward-looking
statements can also generally be identified by words such as
"future," "anticipates," "believes," "estimates," "expects,"
"intends," "plans," "predicts," "projects," "will," "would,"
"could," "can," "may," and similar terms. These statements are
based on assumptions and analyses made by the Company as of this
date in light of its experience and its perception of historical
trends, current conditions and expected future developments, as
well as other factors that the Company currently believes are
appropriate under the circumstances. However, whether actual
results and developments will meet the current expectations and
predictions of the Company is uncertain. Actual results,
performance and financial condition may differ materially from the
Company's expectations, as a result of salient factors including
but not limited to those associated with macro-political and
economic factors, fluctuations in crude oil and natural gas prices,
exchange rates, the highly competitive nature of the oil and
natural gas industry, climate change and environment policies, the
Company's price forecast, mergers, acquisitions and divestments
activities, health, safety, security and environment and insurance
policies and changes in anti-corruption, anti-fraud,
anti-money laundering and corporate governance laws.
All of the forward-looking statements made in this press release
are qualified by this cautionary statement. The Company cannot
assure that the results or developments anticipated will be
realised or, even if substantially realised, that they will have
the expected effect on the Company, its business or operations. The
Company does not assume any obligation or intend to update these
forward-looking statements.
Editorial Contacts
For further enquiries, please contact:
CNOOC North America Media Relations
Calgary, Alberta, Canada
media@intl.cnoocltd.com
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SOURCE CNOOC Petroleum North America ULC