LONDON, March 20, 2025 — Harbour Energy plc, a public company limited by shares incorporated under the laws of Scotland (the “Offeror“), today announced that it has commenced a tender offer (the “Tender Offer“) to purchase for cash any and all of its outstanding 5½% Senior Notes due 2026 (the “Securities“).
The Tender Offer is being made pursuant to an Offer to Purchase, dated March 20, 2025 (the “Offer to Purchase“) and the accompanying Notice of Guaranteed Delivery (as they may each be amended or supplemented from time to time, the “Tender Offer Documents“), which set forth a more detailed description of the Tender Offer and are available online at https://deals.is.kroll.com/harbourenergy. Holders of the Securities are urged to read the Tender Offer Documents carefully before making any decision with respect to the Tender Offer.
The Offeror announced on March 20, 2025 its intention to issue and offer for sale new USD-denominated senior debt securities (the “New Notes“). The Offeror’s obligation to accept for purchase and pay for Securities that have been validly tendered, and not validly withdrawn, pursuant to the Tender Offer is conditioned on the successful completion, on or before the Settlement Date (as defined below), of the proposed concurrent offering of New Notes or one or more other offerings of senior debt securities, in each case, on terms and subject to conditions satisfactory to the Offeror in its sole discretion (the “Financing Condition“).
Certain information regarding the Securities is set forth in the table below.
|
Title of Security |
CUSIP / ISIN |
Principal Amount |
Maturity Date |
Purchase |
Amount subject to |
|
5½% Senior Notes |
144A: |
$500,000,000 |
October 15, 2026 |
$1,001.50 per |
Any and all |
|
* Accrued Interest (as defined below) will be paid in addition to the Purchase Price. |
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The Tender Offer will expire at 5:00 p.m., New York City time, on March 27, 2025 (such date and time, as it may be extended, the “Expiration Deadline“) unless extended or earlier terminated as described in the Offer to Purchase. Holders of the Securities must validly tender, and not validly withdraw, their Securities prior to or at the Expiration Deadline, or deliver a properly completed and duly executed Notice of Guaranteed Delivery prior to or at the Expiration Deadline and tender their Securities prior to or at 5:00 p.m., New York City time, on the business day immediately following the Expiration Deadline, to be eligible to receive the applicable Purchase Price for such Securities.
The Offeror will pay a purchase price (the “Purchase Price“) per $1,000 principal amount of Securities validly tendered, and not validly withdrawn, and accepted for payment pursuant to the Tender Offer of $1,001.50. In addition to the Purchase Price, the Offeror will also pay accrued and unpaid interest on Securities purchased pursuant to the Tender Offer up to, but not including, the settlement date for the Tender Offer (the “Accrued Interest“), which is expected to be on April 1, 2025 (the “Settlement Date“). The guaranteed delivery settlement date is also expected to be on April 1, 2025. For the avoidance of doubt, accrued interest will cease to accrue on the settlement date for Securities accepted for purchase pursuant to the Tender Offer, including those tendered by the guaranteed delivery procedures set forth in the Offer to Purchase.
Securities validly tendered pursuant to the Tender Offer may be withdrawn at any time prior to or at, but not after, 5:00 p.m., New York City time, on March 27, 2025, unless extended or the Tender Offer is earlier terminated as described in the Offer to Purchase (such date and time, as it may be extended, the “Withdrawal Deadline“). In addition, if the Tender Offer is extended, valid tenders of the Securities may be withdrawn at any time prior to the earlier of (i) the Expiration Deadline and (ii) the 10th business day after the commencement of the Tender Offer. Securities validly tendered may also be withdrawn at any time after the 60th business day after the commencement of the Tender Offer if for any reason the Tender Offer has not been consummated within 60 business days after commencement.
The Offeror’s obligation to accept for payment and to pay for Securities that have been validly tendered, and not validly withdrawn, pursuant to the Tender Offer is subject to the satisfaction or waiver of a number of conditions described in the Offer to Purchase, including the Financing Condition. Subject to applicable securities laws and the terms set forth in the Offer to Purchase, the Offeror reserves the right to (i) waive or modify in whole or in part any and all conditions of the Tender Offer, (ii) extend the Withdrawal Deadline and/or the Expiration Deadline, (iii) modify or terminate the Tender Offer or (iv) otherwise amend the Tender Offer in any respect. The Tender Offer is not conditioned on any minimum amount of Securities being tendered.
The Offeror intends, in connection with the allocation of the New Notes in the proposed concurrent offering of the New Notes, to consider among other factors whether or not the relevant investor seeking an allocation of the New Notes has validly tendered or indicated to the Offeror or the Dealer Managers (as defined below) a firm intention to tender any Securities it holds pursuant to the Tender Offer and, if so, the aggregate principal amount of such Securities tendered or intended to be tendered by such investor. When determining allocations of the New Notes, the Offeror intends to give some degree of preference to such investors. However, the Offeror will consider various factors in making allocation decisions and is not obliged to allocate the New Notes to any such investor or to allocate any such investor an amount of New Notes that corresponds to the amount of Securities tendered by such investor pursuant to the Tender Offer. Any potential allocation of the New Notes will be made at the sole discretion of the Offeror. Investors should note that the pricing and allocation of the New Notes may take place prior to the Expiration Deadline for the Tender Offer and any investor that wishes to subscribe for New Notes in addition to tendering existing Securities for purchase pursuant to the Tender Offer should therefore provide, as soon as practicable, to any Dealer Manager any indications of a firm intention to tender Securities for purchase pursuant to the Tender Offer and the quantum of Securities that it intends to tender in order for this to be taken into account as part of the New Notes allocation process. Please refer to the Offer to Purchase for further details.
The purpose of the Tender Offer and the proposed concurrent offering of New Notes is to refinance a portion of the existing debt of the Offeror, and to proactively manage the Offeror’s debt maturity profile. The Offeror intends to fund the purchase of any Securities validly tendered and accepted by it for purchase with available funds, including a portion of the net proceeds from the proposed concurrent offering of New Notes. Securities purchased in the Tender Offer will be retired and cancelled.
Dealer Managers
The Offeror has retained Citigroup Global Markets Limited and HSBC Securities (USA) Inc. and Merrill Lynch International as dealer managers for the Tender Offer (the “Dealer Managers“) and Kroll Issuer Services Limited as the information and tender agent for the Tender Offer (the “Information & Tender Agent“). For additional information regarding the terms of the Tender Offer, please contact:
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Citigroup Global Markets Limited Citigroup Centre Canada Square Canary Wharf London E14 5LB United Kingdom Attention: Liability Management Group
Telephone (Europe): +44 20 7986 8969 Telephone (U.S. Toll Free): +1 (800) 558 3745 Telephone (U.S.): +1 (212) 723 6106
Email: |
HSBC Securities (USA) Inc. 66 Hudson Boulevard New York New York 10001 United States of America Attention: Liability Management, DCM
Telephone (Europe): +44 (0) 20 7992 6237 Telephone (U.S. Toll Free): +1 (888) HSBC-4LM Collect: +1 (212) 525-5552
Email: |
Merrill Lynch International 2 King Edward Street London EC1A 1HQ United Kingdom Attention: Liability Management Group
Telephone (Europe): + 44 20 7996 5420 Telephone (U.S. Toll Free): +1 (888) 292-0070 Telephone (U.S.): +1 (980) 387-3907
Email: |
Statements of intent in this announcement shall not constitute a notice of redemption under the indenture governing the Securities. This announcement shall not constitute or form part of any offer, solicitation or invitation to sell, issue or subscribe for any securities, or a solicitation to buy or an offer to purchase any securities, nor shall there be any offer, solicitation or sale of any securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any jurisdiction. The Tender Offer is being made only pursuant to the Offer to Purchase and only in such jurisdictions as is permitted under applicable law.
For further information, please contact:
Important Notice
This announcement must be read in conjunction with the Tender Offer Documents. This announcement and the Tender Offer Documents contain important information which should be read carefully before any decision is made with respect to the Tender Offer. If any holder of Securities is in any doubt as to the contents of the Tender Offer Documents or the action it should take, it is recommended to seek its own financial advice, including in respect of any tax consequences, from its broker, bank manager, solicitor, accountant or other independent financial, tax or legal adviser. Any individual or company whose Securities are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee must contact such entity if it wishes to tender such Securities pursuant to the Tender Offer. None of the Offeror, the Dealer Managers or the Information & Tender Agent or any of their respective directors, employees, officers, agents or affiliates expresses any opinion about the merits of the Tender Offer or makes any recommendation whether holders of Securities should tender Securities pursuant to the Tender Offer and no one has been authorized by the Offeror, the Dealer Managers or the Information & Tender Agent to make such recommendation.
Forward-Looking Statements
The Offeror considers portions of this announcement to be a forward-looking statement. Forward- looking statements can be identified typically by the use of forward-looking terminology such as “believes”, “expects”, “may”, “will”, “could”, “should”, “intends”, “estimates”, “plans”, “assumes”, “predicts” or “anticipates”, as well as the negatives of such words and other words of similar meaning in connection with discussions of future operating or financial performance or of strategy that involve risks and uncertainties. Although the Offeror believes that the expectations reflected in such forward-looking statements are based upon reasonable assumptions at the time made, these assumptions are inherently uncertain and involve a number of risks and uncertainties that are beyond the Offeror’s control; therefore, the Offeror can give no assurance that such expectations will be achieved. Future events and actual results, financial and otherwise, may differ materially from the results discussed in the forward-looking statements as a result of risks and uncertainties, including, without limitation, possible changes in the timing and consummation of the Offer.
You are cautioned not to place any undue reliance on the forward-looking statements contained in this announcement, which speak only as at their respective dates. Neither the Offeror nor any of its affiliates undertakes any obligation publicly to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise except as required by any applicable laws and regulations.
No Offer or Sale
This announcement does not constitute an offer to sell, or the solicitation of an offer to buy, securities in the United States or any other jurisdiction in which such an offer would be illegal. Any securities (including the New Notes) described in this announcement have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “U.S. Securities Act“), or the securities laws of any state or jurisdiction of the United States. Accordingly, such securities may not be offered or sold, directly or indirectly, in the United States or to any U.S. person (as defined in Regulation S under the U.S. Securities Act) unless they have been registered under the U.S. Securities Act (which neither the Offeror nor its affiliates has any obligation to do or procure) or are offered and sold in a transaction exempt from, or not subject to, the registration requirements of the U.S. Securities Act and applicable securities laws of any state or other jurisdiction of the United States.
Offer and Distribution Restrictions
The distribution of this announcement and/or the Tender Offer Documents in certain jurisdictions may be restricted by law. Persons in possession of this announcement and/or the Tender Offer Documents are required by the Offeror, the Dealer Managers and the Information & Tender Agent to inform themselves about, and to observe, any such restrictions. Neither this announcement nor the Tender Offer Documents constitute an offer to buy or the solicitation of an offer to sell Securities (and tenders of Securities in the Offer will not be accepted from holders of Securities) in any circumstances in which such offer or solicitation or acceptance is unlawful. In those jurisdictions where the securities, blue sky or other laws require the Tender Offer to be made by a licensed broker or dealer and any Dealer Manager or any of the Dealer Managers’ respective affiliates is such a licensed broker or dealer in any such jurisdiction, the Tender Offer shall be deemed to be made by such Dealer Manager or affiliate, as the case may be, on behalf of the Offeror in such jurisdiction.
Each holder of Securities participating in the Tender Offer will also be deemed to give certain representations in respect of the other jurisdictions generally as set out in the section “Procedures for Participating in the Offer—Holder Representations, Warranties and Undertakings” of the Offer to Purchase. Any tender of Securities for purchase from a holder of Securities that is unable to make these representations will not be accepted. Each of the Offeror, the Dealer Managers and the Information & Tender Agent reserves the right, in its absolute discretion, to investigate, in relation to any tender of Securities for purchase, whether any such representation given by a holder of Securities is correct and, if such investigation is undertaken and as a result the Offeror determines (for any reason) that such representation is not correct, such tender shall not be accepted.
SOURCE Harbour Energy plc
