CALGARY, AB, June 25, 2024 /PRNewswire/ — CNOOC Petroleum North America ULC (the “Company”) today announced the pricing of 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 has been increased as described herein) (the “Maximum Amount”), subject to certain acceptance priority levels, each as specified in the table below. As previously announced in the Company’s press release dated June 25, 2024, the Company has amended the Tender Offer to increase the previously announced Maximum Amount from $750,000,000 to $951,123,000, and references to the Maximum Amount are to such increased amount.
The complete terms of the Tender Offer are set forth in the Offer to Purchase dated June 10, 2024, as amended and supplemented by the Company’s press release dated June 25, 2024 (as so amended and supplemented and as it may be further amended or supplemented from time to time, the “Offer to Purchase”). References in this news release to “$” or “US$” are to United States dollars, unless otherwise indicated.
The “Total Consideration” for each $1,000 principal amount of Notes of any Series tendered and accepted for purchase pursuant to the Tender Offer has been determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread specified for such Series in the table below over the yield corresponding to the bid-side price of the applicable Reference U.S. Treasury Security specified for such Series in the table below, as displayed on the applicable Bloomberg Reference Page specified in the table below at 11:00 a.m., New York City time, on June 25, 2024 (such time and date, the “Price Determination Time”). Holders of Notes must have validly tendered and not validly withdrawn their Notes at or before 5:00 p.m., New York City time, on June 24, 2024 (the “Early Tender Deadline”) to be eligible to receive the applicable Total Consideration 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”). 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 defined below).
| Title of Security | CUSIP / ISIN | Acceptance Priority Level |
Reference Security |
Bloomberg Reference Page |
Reference Treasury Yield |
Fixed Spread |
Total Consideration(1) |
| 7.500% Notes due July 30, 2039 |
65334HAJ1/ US65334HAJ14 |
1 | 4.375% U.S. Treasury Notes due May 15, 2034 |
FIT1 | 4.242 % | 55 bps | $1,288.50 |
| 6.400% Notes due May 15, 2037 |
65334HAG7/ US65334HAG74 |
2 | 4.375% U.S. Treasury Notes due May 15, 2034 |
FIT1 | 4.242 % | 35 bps | $1,174.30 |
| 5.875% Notes due March 10, 2035 |
65334HAE2/ US65334HAE27 |
3 | 4.375% U.S. Treasury Notes due May 15, 2034 |
FIT1 | 4.242 % | 30 bps | $1,111.92 |
| 7.875% Notes due March 15, 2032 |
65334HAA0/ US65334HAA05 |
4 | 4.375% U.S. Treasury Notes due May 15, 2034 |
FIT1 | 4.242 % | 40 bps | $1,207.58 |
| 7.400% Notes due May 1, 2028 |
136420AF3/ US136420AF31 |
5 | 4.500% U.S. Treasury Notes due May 31, 2029 |
FIT1 | 4.270 % | 40 bps | $1,094.97 |
| (1) | Per $1,000 principal amount of Notes. Includes the Early Tender Premium. 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 defined below). |
As previously announced, the Company has amended 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. 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 described in the Offer to Purchase, Notes tendered and not accepted for purchase will be promptly returned to the tendering Holder’s account.
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.
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. As of the Early Tender Deadline, the Holders’ withdrawal rights have expired. 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”).
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.