TIDMAN26
Talisman Energy Inc. Announces Early Tender Results of its Debt
Tender Offer and Increase to the Maximum Tender Amount
CALGARY, Alberta, December 9, 2015 - Talisman Energy Inc. (the
"Offeror") announced today the early tender results of its
previously announced 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"). In addition, the Offeror
announced that it has raised the Maximum Tender Amount to
$1,524,531,000.
The principal amount of each series of Securities that was
validly tendered and not validly withdrawn as of 5:00 p.m., New
York City time, on December 8, 2015 (the "Early Tender Date") is
specified in the table below and totals $1,524,531,000. 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.
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.
Title of CUSIP and ISIN Principal Principal Amount Acceptance
Security Numbers Amount Tendered Priority
Outstanding Level
5.85% Senior 87425E AJ2 $500,000,000 $359,879,000 1
Notes US87425EAJ29
due 2037
5.50% Senior 87425E AN3 $600,000,000 $467,670,000 2
Notes US87425EAN31
due 2042
6.25% Senior 87425E AK9 $600,000,000 $468,053,000 3
Notes US87425EAK91
due 2038
7.25% 87425E AE3 $300,000,000 $201,615,000 4
Debentures US87425EAE32
due 2027
5.75% Senior 87425E AH6 $125,000,000 $27,314,000 5
Notes US87425EAH62
due 2035
The Offer is being made upon the terms and subject to the
general conditions set forth in the Offer to Purchase, as amended
hereby. 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 will be
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 specified on the front cover of
the Offer to Purchase.
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.
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.
DISCLAIMER
This announcement must be read in conjunction with the Offer to
Purchase. This announcement and the Offer to Purchase contain
important information which must be read carefully before any
decision is made with respect to the Offer. If any holder of
Securities is in any doubt as to the action it should take, it is
recommended to seek its own legal, tax, accounting and financial
advice, including as to any tax consequences, immediately from its
stockbroker, bank manager, attorney, accountant or other
independent financial or legal adviser. Any individual or company
whose Securities are held on its behalf by a broker, dealer, bank,
custodian, trust company or other nominee or intermediary must
contact such entity if it wishes to participate in the Offer. None
of the Offeror, the Dealer Managers, the Tender Agent and
Information Agent and any person who controls, or is a director,
officer, employee or agent of such persons, or any affiliate of
such persons, makes any recommendation as to whether holders of
Securities should participate in the Offer.
OFFER AND DISTRIBUTION RESTRICTIONS
This announcement and the Offer to Purchase does not constitute
an offer or an invitation to participate in the Offer in any
jurisdiction in which, or to any person to or from whom, it is
unlawful to make such offer or invitation or for there to be such
participation under applicable laws. The distribution of this
announcement and the Offer to Purchase in certain jurisdictions may
be restricted by law. Persons into whose possession this
announcement or the Offer to Purchase comes are required by each of
the Offeror, the Dealer Managers and the Tender Agent and
Information Agent to inform themselves about and to observe any
such restrictions.
United Kingdom
The communication of the Offer to Purchase and any other
documents or materials relating to the Offer has not been approved
by an authorized person for the purposes of section 21 of the
Financial Services and Markets Act 2000 (the "FSMA"). Accordingly,
such documents and/or materials are not being distributed to, and
must not be passed on to, the general public in the United Kingdom.
The communication of such documents and/or materials is exempt from
the restriction on financial promotions under section 21(1) of the
FSMA on the basis that it is only directed at and may only be
communicated to (1) those persons who are existing members or
creditors of the Offeror or other persons within Article 43(2) of
the Financial Services and Markets Act 2000 (Financial Promotion)
Order 2005, and (2) any other persons to whom such documents and/or
materials may lawfully be communicated in circumstances in which
section 21(1) of the FSMA does not apply to the Offeror.
Belgium
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