The tender offer will expire at
|Title of Security||CUSIP / ISIN||Outstanding |
|8.25% Senior |
Notes due 2019
|1.375% UST |
The "Tender Offer Consideration" for each
Holders will also receive accrued and unpaid interest on the 2019 notes validly tendered and accepted for purchase from the
Tendered notes may be withdrawn at any time at or prior to the Expiration Time. The Company reserves the right to terminate, withdraw or amend the tender offer at any time, subject to applicable law.
The tender offer is subject to the satisfaction or waiver of certain conditions, including receipt by the Company of proceeds from a proposed debt financing on terms reasonably satisfactory to the Company that generates net proceeds in an amount that is sufficient to effect the repurchase of the 2019 notes validly tendered and accepted for purchase pursuant to the tender offer. If any 2019 notes remain outstanding after the consummation of the tender offer, the Company expects (but is not obligated) to redeem such notes in accordance with the terms and conditions set forth in the related indenture.
The Company has engaged Citigroup to act as dealer manager in connection with the tender offer, and has appointed
For additional information regarding the terms of the tender offer, please contact Citigroup at 800-558-3745 (toll-free) or 212-723-6106 (collect). Questions regarding the tender offer should be directed to GBS at 212-430-3774 (banks and brokers) or 866-470-3700 (all others).
The complete terms and conditions of the tender offer are described in the offer to purchase and the related letter of transmittal and notice of guaranteed delivery. These documents are available at http://www.gbsc-usa.com/Noble/ and may also be obtained by contacting GBS by telephone.
None of the Company, its board of directors, the dealer manager, GBS or the trustee for the notes, or any of their respective affiliates, is making any recommendation as to whether holders should tender any 2019 notes in response to the tender offer. Holders must make their own decision as to whether to tender any of their 2019 notes and, if so, the principal amount of 2019 notes to tender.
This announcement is not an offer to purchase or a solicitation of an offer to sell any securities and shall not constitute a notice of redemption under the indenture governing the 2019 notes. The tender offer is being made solely by means of the offer to purchase and the related letter of transmittal.
Forward Looking Statements
This news release contains certain "forward-looking statements" within the meaning of federal securities laws. Words such as "anticipates", "believes", "expects", "intends", "will", "should", "may", and similar expressions may be used to identify forward-looking statements. Forward-looking statements are not statements of historical fact and reflect Noble Energy's current views about future events and are subject to a number of risks and uncertainties that could
cause actual results to differ materially from those projected. These risks and uncertainties include, without limitation, the effects of global, national and regional economic and market conditions, changes in the financial markets and interest rates, the volatility in commodity prices for crude oil and natural gas, the ability to consummate the tender offer or redemption and other risks inherent in Noble Energy's businesses that are discussed in Noble Energy's most recent annual report on Form 10-K and in other
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