TIDMAN26
Talisman Energy Inc. Announces Debt Tender Offer
CALGARY, Alberta, November 24, 2015 - Talisman Energy Inc. (the
"Offeror") announced today that it has commenced a tender offer
(the "Offer") to purchase for cash up to $750 million 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 amounts of each
series of Securities that are purchased will be determined in
accordance with the acceptance priority levels specified in the
table below and on the cover page of the offer to purchase dated
November 24, 2015 (the "Offer to Purchase") in the column entitled
"Acceptance Priority Level" (the "Acceptance Priority Level"),
subject to the proration arrangements applicable to the Offer.
The following table sets forth certain terms of the Offer:
Title of CUSIP and Principal Acceptance Reference Bloomberg Fixed Spread Early Tender Hypothetical
Security ISIN Outstanding Priority U.S. Reference (basis Premium Total
Numbers Amount Level Treasury Page(1) points) (per $1,000) Consideration
Security (per
$1,000)(2)
(3)
5.85% Senior 87425E $500,000,000 1 2.875% FIT1 420 $50.00 $852.23
Notes AJ2 due
due 2037 US87425EAJ29 8/15/2045
5.50% Senior 87425E $600,000,000 2 2.875% FIT1 410 $50.00 $807.92
Notes AN3 due
due 2042 US87425EAN31 8/15/2045
6.25% Senior 87425E $600,000,000 3 2.875% FIT1 425 $50.00 $888.16
Notes AK9 due
due 2038 US87425EAK91 8/15/2045
7.25% 87425E $300,000,000 4 2.250% FIT1 415 $50.00 $1,068.51
Debentures AE3 due
due 2027 US87425EAE32 11/15/2025
5.75% Senior 87425E $125,000,000 5 2.875% FIT1 420 $50.00 $847.39
Notes AH6 due
due 2035 US87425EAH62 8/15/2045
(1) The applicable page on Bloomberg from which the Dealer
Managers will quote the bid-side prices of the applicable Reference
U.S. Treasury Security.
(2) Hypothetical Total Consideration calculated as of 11:00
a.m., New York City time, on November 23, 2015 assuming an Early
Settlement Date of December 11, 2015.
(3) Inclusive of the Early Tender Premium.
The Offer is being made upon the terms and subject to the
general conditions set forth in the Offer to Purchase. 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").
Tenders of Securities may be withdrawn at any time at or prior to
5:00 p.m., New York City time, on December 8, 2015, but may not be
withdrawn thereafter, except in certain limited circumstances where
additional withdrawal rights are required by law.
The consideration paid in the Offer for each series of
Securities that are purchased pursuant to the Offer will be
determined in the manner described in the Offer to Purchase by
reference to the applicable fixed spread over the yield to maturity
of the applicable U.S. Treasury Security specified in the table
above (the "Total Consideration"). Holders of the Securities that
are 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, which will equal the
applicable Total Consideration minus the applicable Early Tender
Premium. The Total Consideration will be determined at 11:00 a.m.,
New York City time, on December 9, 2015, unless extended by the
Offeror.
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 for such Securities
accepted for purchase (the "Accrued Interest"). Payment for
Securities that are 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 (such date, the
"EarlySettlement 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 (such date, the "Final
Settlement Date"; each of the Early Settlement Date and any Final
Settlement Date, a "Settlement Date"). Assuming that the general
conditions to the Offer are satisfied or waived, the Offeror
expects that the Early Settlement Date will be December 11, 2015,
and any Final Settlement Date will be December 24, 2015. No tenders
submitted after the Expiration Date will be valid.
Subject to the Maximum Tender Amount and the proration
arrangements applicable to the Offer, all Securities validly
tendered and not validly withdrawn on or before the Early Tender
Date having a higher Acceptance Priority Level will be accepted
before any tendered Securities having a lower Acceptance Priority
Level and will be purchased on the Early Settlement Date. Among any
Securities validly tendered following the Early Tender Date but on
or prior to the Expiration Date, Securities having a higher
Acceptance Priority Level will be accepted before any Securities
having a lower Acceptance Priority Level. If the Offer is not fully
subscribed as of the Early Tender Date, subject to the Maximum
Tender Amount, Securities validly tendered and not validly
withdrawn on or prior to the Early Tender Date will be accepted for
purchase in priority to other Securities tendered after the Early
Tender Date even if such Securities tendered after the Early Tender
Date have a higher Acceptance Priority Level than Securities
tendered on or prior to the Early Tender Date.
Securities of a series may be subject to proration if the
aggregate principal amount of Securities of such series validly
tendered and not validly withdrawn would cause the Maximum Tender
Amount to be exceeded. Furthermore, absent an amendment of the
Offer, if the Offer is fully subscribed as of the Early Tender
Date, holders who validly tender Securities following the Early
Tender Date will not have any of their Securities accepted for
purchase. Securities purchased pursuant to the Offer will be
cancelled.
The Offeror's obligation to accept for payment and to pay for
the Securities validly tendered in the Offer is subject to the
satisfaction or waiver of the general conditions set out in the
Offer to Purchase. The Offeror reserves the right, subject to
applicable law, to: (i) waive any and all of the conditions to the
Offer; (ii) extend or terminate the Offer; (iii) increase or
decrease the Maximum Tender Amount; or (iv) 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.
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