TIDMAN26
PRESS RELEASE
Calgary, June 23, 2017
Repsol Oil & Gas Canada Inc. Announces Early Results of Consent
Solicitations and Debt Tender Offers
CALGARY, Alberta, June 23, 2017-- Repsol Oil & Gas Canada Inc. (formerly
known as Talisman Energy Inc.), a Canadian-based upstream oil and gas
company (the "Company"), announced today the early results of its
previously announced 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
the early results of its tender offers to purchase for cash (the "Tender
Offers" and each a "Tender Offer") any and all of the outstanding Notes.
The following table summarizes, with respect to each series of Notes,
(1) the aggregate principal amount of Notes in respect of which consents
were validly delivered without tendering the related Notes, (2) the
aggregate principal amount of Notes validly tendered (and in respect of
which a consent was thereby validly delivered) and (3) the total of the
aggregate principal amount of Notes in respect of which consents were
validly delivered without tendering the related Notes or by validly
tendering Notes, in each case as of 5:00 p.m., New York City time, on
June 22, 2017 (the "Consent/Early Tender Deadline"). In accordance with
the terms and conditions of the Consent Solicitations and Tender Offers,
revocation rights with respect to the consents and withdrawal rights
with respect to the Notes expired on 5:00 p.m., New York City time, on
June 22, 2017. Accordingly, consents and Notes delivered and tendered in
the past or future may not be revoked or withdrawn.
Title Security CUSIP ISIN Number Principal Amount of Notes in respect of which Consents Principal Amount of Notes Tendered (and Consents Thereby Total Principal Amount of Notes in respect of which
Number were Delivered without Tendering Related Notes (Percentage Delivered) (Percentage of Series) Consents were Delivered (Percentage of Series)
of Series)
2006 Indenture
7.75% Senior 87425E US87425EAL74 U.S.$311,817,000 (85.68%) U.S.$4,008,000 U.S.$315,825,000 (86.78%)
Notes due 2019 AL7 (1.10%)
3.75% Senior 87425E US87425EAM57 U.S.$208,248,000 (86.51%) U.S.$4,044,000 U.S.$212,292,000 (88.19%)
Notes due 2021 AM5 (1.68%)
5.85% Senior 87425E US87425EAJ29 U.S.$95,894,000 U.S.$28,876,000 U.S.$124,770,000 (95.14%)
Notes due 2037 AJ2 (73.12%) (22.02%)
6.25% Senior 87425E US87425EAK91 U.S.$105,350,000 (88.67%) U.S.$3,455,000 U.S.$108,805,000 (91.58%)
Notes due 2038 AK9 (2.91%)
5.50% Senior 87425E US87425EAN31 U.S.$42,927,000 U.S.$39,542,000 U.S.$82,469,000
Notes due 2042 AN3 (44.40%) (40.90%) (85.30%)
2005 Indenture
5.75% Senior 87425E US87425EAH62 U.S.$80,925,000 U.S.$1,951,000 U.S.$82,876,000
Notes due 2035 AH6 (90.43%) (2.18%) (92.61%)
1997 Indenture
7.25% Debentures 87425E US87425EAE32 U.S.$47,447,000 U.S.$4,062,000 U.S.$51,509,000 (94.57%)
due 2027 AE3 (87.12%) (7.46%)
The consents received from holders of Notes of each series exceed the
amount needed to adopt the Proposed Amendments to each of the
Indentures. Accordingly, the Company, Repsol S.A., a sociedad
anónima organized in Spain, and the relevant trustee under each
Indenture will execute a supplemental indenture to each Indenture
effecting the Proposed Amendments (each a "Supplemental Indenture" and
collectively, the "Supplemental Indentures"). Each Supplemental
Indenture will become operative upon payment of the applicable Consent
Only Payment (as defined below) or Total Consideration (as defined
below). Each Supplemental Indenture will amend the reporting covenant
and eliminate the merger covenant in the relevant Indenture, as well as
make certain other related changes.
Holders that validly delivered consents at or prior to the Consent/Early
Tender Deadline 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") as to which they delivered (and did
not revoke) such consents on the initial settlement date, which is
expected to be June 27, 2017 (the "Initial Settlement Date").
Holders that validly tendered their Notes and thereby delivered the
related consents at or prior to the Consent/Early Tender Deadline will
receive in respect of Notes accepted for purchase the applicable Total
Consideration of U.S.$1,087.50 for each U.S.$1,000 principal amount of
2019 Notes, U.S.$1,000.00 for each U.S.$1,000 principal amount of 2021
Notes, U.S.$1,000.00 for each U.S.$1,000 principal amount of 2037 Notes,
U.S.$1,000.00 for each U.S.$1,000 principal amount of 2038 Notes,
U.S.$955.00 for each U.S.$1,000 principal amount of 2042 Notes,
U.S.$960.00 for each U.S.$1,000 principal amount of 2035 Notes and
U.S.$1,135.00 for each U.S.$1,000 principal amount of 2027 Debentures
(the "Total Consideration"), plus accrued and unpaid interest from the
applicable last interest payment date to, but not including, the
applicable settlement date ("Accrued Interest"), on the Initial
Settlement Date. Such holders will not receive the Consent Only Payment.
Each Tender Offer remains open and is scheduled to 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. Holders that validly tender their Notes
after the Consent/Early Tender Deadline but at or prior to the
Expiration Time will be eligible to receive in respect of Notes accepted
for purchase the applicable Tender Offer Consideration of U.S.$1,057.50
for each U.S.$1,000 principal amount of 2019 Notes, U.S.$970.00 for each
U.S.$1,000 principal amount of 2021 Notes, U.S.$970.00 for each
U.S.$1,000 principal amount of 2037 Notes, U.S.$970.00 for each
U.S.$1,000 principal amount of 2038 Notes, U.S.$925.00 for each
U.S.$1,000 principal amount of 2042 Notes, U.S.$930.00 for each
U.S.$1,000 principal amount of 2035 Notes and U.S.$1,105.00 for each
U.S.$1,000 principal amount of 2027 Debentures, plus Accrued Interest,
on the final settlement date, which is expected to be July 12, 2017.
Such holders 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.
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. 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 23, 2017 11:30 ET (15:30 GMT)
Copyright (c) 2017 Dow Jones & Company, Inc.
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