Offers are for 23 Series of Notes Issued by
Offers are for 23 Series of Notes Issued by
The Offers are made upon the terms and subject to the conditions set forth in the Offer to Purchase dated
Acceptance
|
Title of Security |
Issuer |
CUSIP/ISIN |
Par Call Date(2) |
Maturity Date |
Principal
|
Reference
|
Fixed
|
||||||||
1 |
7.250% Senior Debentures Due 2097 |
Noble Energy, Inc. |
655044AS4/ US655044AS49 |
NA |
|
|
2.375% due |
170 |
||||||||
2 |
5.250% Notes due 2043 |
|
166756AU0/ US166756AU09 |
|
|
|
1.750% due |
82 |
||||||||
3 |
5.250% Notes due 2043 |
Noble Energy, Inc. |
655044AG0/ US655044AG01 |
|
|
|
1.750% due |
82 |
||||||||
4 |
6.000% Notes due 2041 |
|
166756AT3 /US166756AT36 |
|
|
|
1.750% due |
67 |
||||||||
5 |
6.000% Notes due 2041 |
Noble Energy, Inc. |
655044AE5 /US655044AE52 |
|
|
|
1.750% due |
67 |
||||||||
6 |
5.050% Notes due 2044 |
|
166756AV8 /US166756AV81 |
|
|
|
1.750% due |
85 |
||||||||
7 |
5.050% Notes due 2044 |
Noble Energy, Inc. |
655044AJ4 /US655044AJ40 |
|
|
|
1.750% due |
85 |
||||||||
8 |
4.950% Notes due 2047 |
|
166756AW6 /US166756AW64 |
|
|
|
2.375% due |
75 |
||||||||
9 |
4.950% Notes due 2047 |
Noble Energy, Inc. |
655044AN5 /US655044AN51 |
|
|
|
2.375% due |
75 |
||||||||
10 |
7.840% Medium-Term Notes, Series 1992 due 2033 |
|
88168LCV6 /US88168LCV62 |
NA |
|
|
1.250% due |
93 |
||||||||
11 |
8.000% Debentures due 2032* |
|
881685BB6 /US881685BB68 |
NA |
|
|
1.250% due |
90 |
||||||||
12 |
2.978% Notes Due 2040 |
|
166764BZ2 /US166764BZ29 |
|
|
|
1.750% due |
60 |
||||||||
13 |
8.625% Debentures due 2032* |
|
881685AY7 /US881685AY70 |
NA |
|
|
1.250% due |
90 |
||||||||
14 |
8.625% Debentures due 2031 |
|
881685AX9 /US881685AX97 |
NA |
|
|
1.250% due |
85 |
||||||||
15 |
4.200% Notes due 2049 |
|
166756AX4 /US166756AX48 |
|
|
|
2.375% due |
75 |
||||||||
16 |
4.200% Notes due 2049 |
Noble Energy, Inc. |
655044AR6 /US655044AR65 |
|
|
|
2.375% due |
75 |
||||||||
17 |
7.250% Notes due 2023 |
|
166756AM8 /US166756AM82 |
NA |
|
|
0.250% due |
18 |
||||||||
18 |
7.250% Notes due 2023 |
Noble Energy, Inc. |
654894AE4 /US654894AE49 |
NA |
|
|
0.250% due |
18 |
||||||||
19 |
3.191% Notes Due 2023 |
|
166764AH3 /US166764AH30 |
|
|
|
0.250% due |
-2 |
||||||||
20 |
2.566% Notes Due 2023 |
|
166764BK5 /US166764BK59 |
|
|
|
0.250% due |
-2 |
||||||||
21 |
3.900% Notes due 2024 |
|
166756AP1 /US166756AP14 |
|
|
|
0.375% due |
5 |
||||||||
22 |
3.900% Notes due 2024 |
Noble Energy, Inc. |
655044AH8 /US655044AH83 |
|
|
|
0.375% due |
5 |
||||||||
23 |
2.895% Notes Due 2024 |
|
166764BT6 /US166764BT68 |
|
|
|
0.375% due |
-8 |
(1) |
|
Subject to the satisfaction or waiver of the conditions of the Offers described in the Offer to Purchase, if the Maximum Purchase Condition (as defined below) is not satisfied with respect to every series of Notes, |
(2) |
|
For each series of Notes in respect of which a par call date is indicated, the calculation of the applicable Total Consideration will be performed taking into account such par call date. |
(3) |
|
The Total Consideration for each series of Notes (such consideration, the “Total Consideration”) payable per each |
* |
Denotes a series of Notes, a portion of which is held in physical certificated form (such portion, the “Certificated Notes”) and is not held through the |
The Offers will each expire at
For Holders who deliver a Notice of Guaranteed Delivery and all other required documentation at or prior to the Expiration Date, upon the terms and subject to the conditions set forth in the Tender Offer Documents, the deadline to validly tender Notes using the Guaranteed Delivery Procedures will be the second business day after the Expiration Date and is expected to be
The Initial Settlement Date will be the first business day after the Expiration Date and is expected to be
Upon the terms and subject to the conditions set forth in the Offer to Purchase, Holders whose Notes are accepted for purchase in the Offers will receive the applicable Total Consideration for each
In addition to the applicable Total Consideration, Holders whose Notes are accepted for purchase will receive a cash payment equal to the accrued and unpaid interest on such Notes from and including the immediately preceding interest payment date for such Notes to, but excluding, the Initial Settlement Date (the “Accrued Coupon Payment”). Interest will cease to accrue on the Initial Settlement Date for all Notes accepted in the Offers and Holders whose Notes are tendered pursuant to the Guaranteed Delivery Procedures and are accepted for purchase will not receive payment in respect of any interest for the period from and including the Initial Settlement Date.
The Company’s obligation to complete an Offer with respect to a particular series of Notes validly tendered is conditioned on the satisfaction of conditions described in the Offer to Purchase, including that the aggregate principal amount purchased for the Offers (the “Aggregate Purchase Amount”) not exceed
If the Maximum Purchase Condition is not satisfied with respect to each series of Notes, for (i) a series of Notes (the “First Non-Covered Notes”) for which the Maximum Purchase Amount is less than the sum of (x) the Aggregate Purchase Amount for all validly tendered First Non-Covered Notes and (y) the Aggregate Purchase Amount for all validly tendered Notes of all series having a higher Acceptance Priority Level as set forth in the table above (with 1 being the highest Acceptance Priority Level and 23 being the lowest Acceptance Priority Level) than the First Non-Covered Notes, and (ii) all series of Notes with an Acceptance Priority Level lower than the First Non-Covered Notes (together with the First Non-Covered Notes, the “Non- Covered Notes”), then
(a) terminate an Offer with respect to one or more series of Non-Covered Notes for which the Maximum Purchase Condition has not been satisfied, and promptly return all validly tendered Notes of such series, and any other series of Non-Covered Notes, to the respective tendering Holders; or
(b) waive the Maximum Purchase Condition with respect to one or more series of Non-Covered Notes and accept all Notes of such series, and of any series of Notes having a higher Acceptance Priority Level, validly tendered; or
(c) if there is any series of Non-Covered Notes with a lower Acceptance Priority Level than the First Non-Covered Notes for which:
(i) the Aggregate Purchase Amount necessary to purchase all validly tendered Notes of such series, plus
(ii) the Aggregate Purchase Amount necessary to purchase all validly tendered Notes of all series having a higher Acceptance Priority Level than such series of Notes, other than any series of Non-Covered Notes that has or have not also been accepted as contemplated by this clause (c), is equal to, or less than, the Maximum Purchase Amount, accept all validly tendered Notes of all such series having a lower Acceptance Priority Level, until there is no series of Notes with a higher or lower Acceptance Priority Level to be considered for purchase for which the conditions set forth above are met.
It is possible that a series of Notes with a particular Acceptance Priority Level will fail the meet the conditions set forth above and therefore will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority Level are accepted for purchase.
For purposes of determining whether the Maximum Purchase Condition is satisfied,
The tender offers are subject to the satisfaction of these conditions and certain other conditions.
If
Holders are advised to check with any bank, securities broker or other intermediary through which they hold Notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that Holder to be able to participate in, or withdraw their instruction to participate in the Offers before the deadlines specified herein and in the Offer to Purchase. The deadlines set by any such intermediary and
DTC for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the Offer to Purchase.
GENERAL
This announcement is for informational purposes only. This announcement is not an offer to purchase or a solicitation of an offer to sell any Notes or any other securities of the Company or any of its subsidiaries. The Offers are being made solely pursuant to the Offer to Purchase. The Offers are not being made to Holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. In any jurisdiction in which the securities laws or blue sky laws require the Offers to be made by a licensed broker or dealer, the Offers will be deemed to have been made on behalf of the Company by the Dealer Managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.
No action has been or will be taken in any jurisdiction that would permit the possession, circulation or distribution of either this announcement, the Offer to Purchase or any material relating to us or the Notes in any jurisdiction where action for that purpose is required. Accordingly, neither this announcement, the Offer to Purchase nor any other offering material or advertisements in connection with the Offers may be distributed or published, in or from any such country or jurisdiction, except in compliance with any applicable rules or regulations of any such country or jurisdiction.
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION
This news release contains forward-looking statements that are based on management's current expectations, estimates and projections. Words or phrases such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “advances,” “commits,” “drives,” “aims,” “forecasts,” “projects,” “believes,” “approaches,” “seeks,” “schedules,” “estimates,” “positions,” “pursues,” “may,” “can,” “could,” “should,” “will,” “budgets,” “outlook,” “trends,” “guidance,” “focus,” “on track,” “goals,” “objectives,” “strategies,” “opportunities,” “poised,” “potential, ” “ambitions,” “aspires” and similar expressions are intended to identify such forward-looking statements. Actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. The reader should not place undue reliance on these forward-looking statements, which speak only as of the date of this news release. Unless legally required,
Among the important factors that could cause actual results and future prospects or that could cause events or circumstances to differ materially from those in the forward-looking statements are: changing crude oil and natural gas prices and demand for our products, and production curtailments due to market conditions; crude oil production quotas or other actions that might be imposed by the
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