CALGARY, ALBERTA–(Marketwired – Dec. 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 Notes due 2037 | 87425E AJ2 US87425EAJ29 |
$500,000,000 | $359,879,000 | 1 | $359,879,000 | $802.13 | $50.00 | $852.13 | |||||||
| 5.50% Senior Notes due 2042 | 87425E AN3 US87425EAN31 |
$600,000,000 | $467,670,000 | 2 | $467,670,000 | $757.82 | $50.00 | $807.82 | |||||||
| 6.25% Senior Notes due 2038 | 87425E AK9 US87425EAK91 |
$600,000,000 | $468,053,000 | 3 | $468,053,000 | $838.06 | $50.00 | $888.06 | |||||||
| 7.25% Debentures due 2027 | 87425E AE3 US87425EAE32 |
$300,000,000 | $201,615,000 | 4 | $201,615,000 | $1,018.17 | $50.00 | $1,068.17 | |||||||
| 5.75% Senior Notes due 2035 | 87425E AH6 US87425EAH62 |
$125,000,000 | $27,314,000 | 5 | $27,314,000 | $797.29 | $50.00 | $847.29 |
| (1) | Principal amount of the Securities that were validly tendered and not validly withdrawn on or before the Early Tender Date.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| (2) | Principal amount of the Securities validly tendered and not validly withdrawn on or before the Early Tender Date that have been accepted for purchase.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having an aggregate principal amount equal to the Maximum Tender Amount that were validly tendered and not validly withdrawn on or before the Early Tender Date (as defined below).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.
