TIDMAN26
PRESS RELEASE
Calgary, June 9, 2017
Repsol Oil & Gas Canada Inc. Announces Consent Solicitations and Debt
Tender Offers and guarantee of Notes by Repsol SA
CALGARY, Alberta, June 9, 2017 -- Repsol Oil & Gas Canada Inc. (formerly
known as Talisman Energy Inc.), a Canadian-based upstream oil and gas
company (the "Company"), announced today that it commenced 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 proposed amendments (the "Proposed Amendments") to certain
provisions of the indentures governing the Notes (the "Indentures"), and
also commenced tender offers to purchase for cash (the "Tender Offers"
and each a "Tender Offer") any and all of the outstanding Notes.
The Company also announced that Repsol, S.A., a sociedad anónima
organized in Spain (the "Guarantor"), has fully and unconditionally
guaranteed the due and punctual payment of the principal of, premium, if
any, and interest on each series of Notes, when and as the same shall
become due and payable (the "Guarantees"). The Guarantees will remain
effective regardless of the outcome of the Consent Solicitations and the
Tender Offers.
Holders have the option to either:
(1) deliver consents at or prior to the Consent/Early Tender Deadline
(as defined below) without tendering the related Notes; or
(2) tender Notes and thereby deliver the related consents at or prior to
the Expiration Time (as defined below), provided that holders must
tender at or prior to the Consent/Early Tender Deadline (as defined
below) to be eligible to receive the Total Consideration (as defined
below).
Holders may validly deliver consents without also tendering Notes.
Upon the terms and subject to the conditions of the Consent
Solicitations, holders delivering consents without tendering the related
Notes will receive the Consent Only Payment of U.S.$2.50 per U.S.$1,000
principal amount of Notes (the "Consent Only Payment") on the initial
settlement date, which is expected to be June 27, 2017 (the "Initial
Settlement Date"), provided that such holders validly deliver consents
(without also tendering the related Notes) at or prior to the
consent/early tender deadline of 5:00 p.m., New York City time, on June
22, 2017, unless extended or earlier terminated by the Company in its
sole discretion, subject to applicable law (such time and date, as the
same may be extended or earlier terminated with respect to each series
of Notes, the "Consent/Early Tender Deadline").
The Proposed Amendments would amend the reporting covenant and eliminate
the merger covenant in the Indentures, as well as make certain other
related changes. The purpose of the Consent Solicitations is to effect
the Proposed Amendments to reduce administrative complexity and provide
operational and financial flexibility for the Company and its
affiliates.
Adoption of the Proposed Amendments requires the consent of the holders
of at least a majority in principal amount of each series of Notes then
outstanding affected thereby (or in the case of the Proposed Amendments
with respect to the 2027 Debentures, holders of at least 66(2/3) % in
principal amount of the 2027 Debentures then outstanding).
Holders of Notes who validly deliver consents at or prior to the
Consent/Early Tender Deadline, without also tendering the related Notes,
and do not validly revoke their consents at or prior to the
revocation/withdrawal deadline of 5:00 p.m., New York City time, on June
22, 2017, unless extended with respect to a series of Notes by the
Company in its sole discretion, subject to applicable law (the
"Revocation/Withdrawal Time"), will be eligible to receive the Consent
Only Payment in respect of their Notes.
The following table summarizes, with respect to each series of Notes,
the applicable Consent Only Payment for each U.S.$1,000 principal amount
of Notes.
Title Security CUSIP Number ISIN Number Outstanding Consent Only
Principal Payment(2)
Amount(1)
2006 Indenture
7.75% Senior 87425E AL7 US87425EAL74 U.S.$363,935,00 U.S.$2.50
Notes due 2019 0
3.75% Senior 87425E AM5 US87425EAM57 U.S.$240,726,00 U.S.$2.50
Notes due 2021 0
5.85% Senior 87425E AJ2 US87425EAJ29 U.S.$131,145,00 U.S.$2.50
Notes due 2037 0
6.25% Senior 87425E AK9 US87425EAK91 U.S.$118,813,00 U.S.$2.50
Notes due 2038 0
5.50% Senior 87425E AN3 US87425EAN31 U.S.$96,685,000 U.S.$2.50
Notes due 2042
2005 Indenture
5.75% Senior 87425E AH6 US87425EAH62 U.S.$89,494,000 U.S.$2.50
Notes due 2035
1997 Indenture
7.25% Debentures 87425E AE3 US87425EAE32 U.S.$54,464,000 U.S.$2.50
due 2027
(1) As of June 9, 2017.
(2) Per U.S.$1,000 principal amount of Notes as to
which consents are validly delivered and not revoked at or prior to the
Consent/Early Tender Deadline without the related Notes being tendered.
Holders may tender Notes and thereby deliver the related consents.
Upon the terms and subject to the conditions of the Tender Offers,
holders tendering Notes in a Tender Offer will receive in respect of
Notes accepted for purchase the applicable Total Consideration (as
defined below) or Tender Offer Consideration (as defined below), as the
case may be, and accrued and unpaid interest from the applicable last
interest payment date to, but not including, the applicable settlement
date ("Accrued Interest"), but will not receive the Consent Only
Payment. Holders that tender Notes will be automatically deemed to have
delivered consents to the Proposed Amendments in respect of such Notes.
Each Tender Offer will expire at 12:00 midnight, New York City time, on
July 7, 2017, unless such Tender Offer is extended or earlier terminated
by the Company in its sole discretion, subject to applicable law (such
time and date with respect to each Tender Offer, as the same may be
extended or earlier terminated, the "Expiration Time"). For the
avoidance of doubt, as used in this press release, midnight on a
particular day refers to the time one minute after 11:59 p.m. on such
day.
The following table summarizes, with respect to each series of notes,
the applicable Tender Offer Consideration (as defined below) and Total
Consideration (as defined below) for each U.S$1,000 principal amount of
Notes. Holders tendering Notes will not receive the Consent Only Payment,
and instead will receive the Tender Offer Consideration or Total
Consideration, as applicable, and Accrued Interest in respect of Notes
accepted for purchase.
Title Security CUSIP ISIN Number Outstanding Tender Offer Total
Number Principal Consideration(2)(3) Consideration(2)(3)
Amount(1)
2006 Indenture
7.75% Senior 87425E US87425EAL74 U.S.$363,935 U.S.$1,057.50 U.S.$1,087.50
Notes due 2019 AL7 ,000
3.75% Senior 87425E US87425EAM57 U.S.$240,726 U.S.$970.00 U.S.$1,000.00
Notes due 2021 AM5 ,000
5.85% Senior 87425E US87425EAJ29 U.S.$131,145 U.S.$970.00 U.S.$1,000.00
Notes due 2037 AJ2 ,000
6.25% Senior 87425E US87425EAK91 U.S.$118,813 U.S.$970.00 U.S.$1,000.00
Notes due 2038 AK9 ,000
5.50% Senior 87425E US87425EAN31 U.S.$96,685, U.S.$925.00 U.S.$955.00
Notes due 2042 AN3 000
2005 Indenture
5.75% Senior 87425E US87425EAH62 U.S.$89,494, U.S.$930.00 U.S.$960.00
Notes due 2035 AH6 000
1997 Indenture
7.25% Debentures 87425E US87425EAE32 U.S.$54,464, U.S.$1,105.00 U.S.$1,135.00
due 2027 AE3 000
(1) As of June 9, 2017.
(2) Per U.S.$1,000 principal amount of Notes accepted
for purchase.
(3) Excludes Accrued Interest, which will be paid in
addition to the Tender Offer Consideration or the Total Consideration,
as applicable.
Holders that validly tender their Notes and thereby deliver their
consents at or prior to the Consent/Early Tender Deadline, and do not
validly revoke such consents and concurrently withdraw such Notes at or
prior to the Revocation/Withdrawal Time, will be eligible to receive on
the Initial Settlement Date the amount set forth under the column "Total
Consideration" in the table above with respect to their Notes (the
"Total Consideration"), plus Accrued Interest.
Holders of Notes that are validly tendered (and not validly withdrawn),
and who validly deliver Consents to the Proposed Amendments, after the
Consent/Early Tender Deadline but at or prior to the Expiration Time,
and accepted for purchase, will be entitled to receive on the final
settlement date, which is expected to be July 12, 2017, the amount set
forth under the column "Tender Offer Consideration" in the table above
with respect to their Notes accepted for purchase (the "Tender Offer
Consideration"), plus Accrued Interest.
A holder that has previously tendered Notes may not revoke a consent
without withdrawing the previously tendered Notes to which such consent
relates. Consents may only be revoked, and Notes withdrawn, prior to
the Revocation/Withdrawal Time, unless extended by the Company in its
sole discretion, subject to applicable law. The Company will not be
required to extend the Revocation/Withdrawal Time, or to reinstate
revocation or withdrawal rights, in the event that it, in its sole
discretion, waives one or more conditions to the Consent Solicitations
and/or the Tender Offers, which conditions may relate to one or more
series of Notes.
The Consent Solicitations and the Tender Offers are being 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.
Consummation of the Consent Solicitations and the Tender Offers are
subject to the satisfaction or waiver of the conditions set forth in the
Consent Solicitation Statement and Offer to Purchase, including but not
limited to the receipt of the requisite consents in respect of all
series of Notes. The Company may amend, extend or terminate the Consent
Solicitations and the Tender Offers with respect to one or more series
of Notes in its sole discretion, subject to applicable law.
This press release is not a solicitation of consents with respect to the
Proposed 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 are being made
only pursuant to the Consent Solicitation Statement and Offer to
Purchase and related consent and letter of transmittal, copies of which
will be 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 successful
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:
34 917 538 100
34 917 538 000
34 913 489 000 (Fax)
www.repsol.com
This announcement is distributed by Nasdaq Corporate Solutions on behalf
of Nasdaq Corporate Solutions clients.
The issuer of this announcement warrants that they are solely
responsible for the content, accuracy and originality of the information
contained therein.
Source: Repsol Oil & Gas Canada Inc. via Globenewswire
https://www.repsol.com/ca_en/
(END) Dow Jones Newswires
June 09, 2017 11:30 ET (15:30 GMT)
Copyright (c) 2017 Dow Jones & Company, Inc.
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