CALGARY, AB, June 25, 2024 /PRNewswire/ — CNOOC Petroleum North America ULC (the “Company”) today announced the early tender results as of 5:00 p.m., New York City time, on June 24, 2024 (the “Early Tender Deadline”) for its previously announced cash tender offer (the “Tender Offer”) to purchase outstanding debt securities of the Company listed in the table below (collectively, the “Notes,” and each a “Series” of Notes) from each registered holder of the applicable Series of Notes (each, a “Holder,” and collectively, the “Holders”) up to a combined aggregate principal amount of the Notes equal to $750,000,000 (which amount is increased as described herein) (the “Maximum Amount”), subject to certain acceptance priority levels, each as specified in the table below. The Tender Offer will expire at 5:00 p.m., New York City time, on July 10, 2024, unless extended (such date and time, as the same may be extended, the “Expiration Time”) or earlier terminated by the Company.
The complete terms of the Tender Offer are set forth in the Offer to Purchase dated June 10, 2024, as amended and supplemented by this press release (as so amended and supplemented and as it may be further amended or supplemented from time to time, the “Offer to Purchase”). References in this news release to “$” or “US$” are to United States dollars, unless otherwise indicated.
The principal amount of each Series of Notes that were validly tendered and not validly withdrawn in the Tender Offer, according to information provided by D.F. King, the tender agent and information agent for the Tender Offer, as of the Early Tender Deadline is set forth in the table below.
| Title of Security | CUSIP / ISIN | Aggregate Principal Amount Outstanding |
Acceptance Priority Level |
Principal Amount Tendered as of the Early Tender Deadline |
Principal Amount Expected to be Accepted |
Percent of Amount Outstanding Tendered |
| 7.500% Notes due
July 30, 2039 |
65334HAJ1/ US65334HAJ14 |
US$690,200,000 | 1 | US$95,787,000 | US$95,787,000 | 13.88 % |
| 6.400% Notes due May 15, 2037 |
65334HAG7/ US65334HAG74 |
US$1,194,592,000 | 2 | US$442,140,000 | US$442,140,000 | 37.01 % |
| 5.875% Notes due March 10, 2035 |
65334HAE2/ US65334HAE27 |
US$728,246,000 | 3 | US$308,240,000 | US$308,240,000 | 42.33 % |
| 7.875% Notes due March 15, 2032 |
65334HAA0/ US65334HAA05 |
US$403,632,000 | 4 | US$89,060,000 | US$89,060,000 | 22.06 % |
| 7.400% Notes due May 1, 2028 |
136420AF3/ US136420AF31 |
US$160,000,000 | 5 | US$15,896,000 | US$15,896,000 | 9.94 % |
The Company is amending the Tender Offer to increase the previously announced Maximum Amount to $951,123,000 in order to accept for payment all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline. As a result, the Company expects to accept for payment all Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline. Except as described in this press release, all other terms of the Tender Offer, as previously announced, remain unchanged. In addition, because the Company expects to accept for payment approximately the Maximum Amount of Notes, no additional Notes will be purchased pursuant to the Tender Offer after the Settlement Date (as defined herein). As described in the Offer to Purchase, Notes tendered and not accepted for purchase will be promptly returned to the tendering Holder’s account.
The complete terms of the Tender Offer are set forth in the Offer to Purchase. Consummation of the Tender Offer is subject to a number of conditions, including the absence of certain adverse legal and market developments. Subject to applicable law, the Company may waive any and all of these conditions or extend, terminate or withdraw the Tender Offer with respect to one or more Series of Notes and/or increase or decrease the Maximum Amount. The Tender Offer is not conditioned upon any minimum amount of Notes being tendered. There are no guaranteed delivery provisions applicable to the Tender Offer.
Holders of Notes must have validly tendered and not validly withdrawn their Notes at or before the Early Tender Deadline to be eligible to receive the applicable Total Consideration (as defined herein) for their tendered Notes, which includes an early tender payment of $50 per $1,000 principal amount of the Notes accepted for purchase (the “Early Tender Premium”). The “Total Consideration” for each $1,000 principal amount of Notes of any Series tendered and accepted for purchase pursuant to the Tender Offer will be determined in the manner set forth in the Offer to Purchase by reference to the applicable fixed spread specified for such Series (as described in the Offer to Purchase) over the yield corresponding to the bid-side price of the applicable Reference U.S. Treasury Security specified for such Series at 11:00 a.m., New York City time, on June 25, 2024 (such time and date, as the same may be extended, the “Price Determination Time”), which Total Consideration will include the applicable Early Tender Premium.
Assuming the Tender Offer is not extended and the conditions to the Tender Offer are satisfied or waived, the Company expects that settlement for Notes validly tendered and not validly withdrawn on or before the Early Tender Deadline that are accepted for purchase will be June 27, 2024 (the “Settlement Date”). Holders whose Notes are accepted for purchase pursuant to the Tender Offer will also receive accrued and unpaid interest on their purchased Notes from the last interest payment date for such Notes to, but excluding, the Settlement Date. As of the Early Tender Deadline, the Holders’ withdrawal rights have expired.
This press release is for informational purposes only. This press release does not constitute an offer to sell or purchase, or a solicitation of an offer to sell or purchase, or the solicitation of tenders with respect to, any security. No offer, solicitation, purchase or sale will be made in any jurisdiction in which such offer, solicitation, or sale would be unlawful. The Tender Offer is being made solely pursuant to terms and conditions set forth in the Offer to Purchase and only to such persons and in such jurisdictions as are permitted under applicable law.
J.P. Morgan Securities LLC is serving as the sole Dealer Manager in connection with the Tender Offer. Questions regarding the terms of the Tender Offer should be directed to J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll free) or + 1 (212) 834-7489 (collect). Any questions or requests for assistance or additional copies of the Offer to Purchase or the documents incorporated by reference therein may be directed to D.F. King & Co., Inc., which is acting as the Tender Agent and the Information Agent for the Tender Offer, at the following telephone numbers: banks and brokers at (877) 478-5045 (toll free); all others at (212) 269-5550 (all others); or by email to CNOOC@dfking.com.
About CNOOC Petroleum North America ULC
CNOOC Petroleum North America ULC is a British Columbia unlimited liability company whose principal activities are the exploration, development and production of petroleum and natural gas in Canada. CNOOC Petroleum North America ULC is an indirect, wholly-owned subsidiary of CNOOC Limited.