Nexen Announces Consent Solicitation and Offer of Guarantees by CNOOC Limited
CALGARY, March 7, 2013 /PRNewswire/ – Nexen Inc. (“Nexen” or the “Company”)
announced today that Nexen has commenced a solicitation of consents
from holders of each of the following senior unsecured notes:
___________________________________________________________________
| | | |Principal Amount|
|Title of Security | Indenture |CUSIP Numbers| Outstanding(1) |
|_____________________|______________|_____________|________________|
|1998 Indenture Notes | | | |
|_____________________|______________|_____________|________________|
| 5.20% Notes due |1998 Indenture| 65334HAD4 | $125,844,000|
|March 10, 2015 | | | |
|_____________________|______________|_____________|________________|
| 7.40% Notes due |1998 Indenture| 136420AF3 | $200,000,000|
|May 1, 2028 | | | |
|_____________________|______________|_____________|________________|
| 7.875% Notes due|1998 Indenture| 65334HAA0 | $500,000,000|
|March 15, 2032 | | | |
|_____________________|______________|_____________|________________|
| 5.875% Notes due|1998 Indenture| 65334HAE2 | $790,000,000|
|March 10, 2035 | | | |
|_____________________|______________|_____________|________________|
|2007 Indenture Notes | | | |
|_____________________|______________|_____________|________________|
| 5.65% Notes due |2007 Indenture| 65334HAF9 | $62,250,000|
|May 15, 2017 | | | |
|_____________________|______________|_____________|________________|
| 6.20% Notes due |2007 Indenture| 65334HAK8 | $300,000,000|
|July 30, 2019 | | | |
|_____________________|______________|_____________|________________|
| 6.40% Notes due |2007 Indenture| 65334HAG7 | $1,250,000,000|
|May 15, 2037 | | | |
|_____________________|______________|_____________|________________|
| 7.50% Notes due |2007 Indenture| 65334HAJ1 | $700,000,000|
|July 30, 2039 | | | |
|_____________________|______________|_____________|________________|
(1) Amounts in U.S. dollars.
Nexen is soliciting consents (the “Consents”) to approve certain
proposed amendments relating to each series of the notes listed above
(each such series a “Series” and such notes, collectively, the
“Notes”). The 1998 Indenture Notes, collectively, and each Series of
the 2007 Indenture Notes, individually, are referred to herein as a
“Solicited Class” or as a “Solicited Class of Notes.” Nexen is
soliciting Consents with respect to each Solicited Class of Notes (each
such solicitation, a “Consent Solicitation” and, together, the “Consent
Solicitations”). The Consent Solicitations are being made pursuant to
the Consent Solicitation/Prospectus Supplement dated March 7, 2013 (the
“Consent Solicitation Statement”) and the related Consent Form.
If the Requisite Consents (as defined in the Consent Solicitation
Statement) are obtained for a Solicited Class of Notes and the other
conditions to the Consent Solicitation for such Solicited Class are
satisfied or waived, then
-- Nexen and CNOOC Limited will amend the indenture governing the
Notes of such Solicited Class to delete or amend certain
restrictive covenants with respect to Nexen,
-- CNOOC Limited will unconditionally and irrevocably guarantee
the Notes of such Solicited Class in respect of which a Consent
has been validly delivered and not validly revoked (the
"Guaranteed Notes"),
-- Nexen will pay to Holders (as defined in the Consent
Solicitation Statement) who delivered their consent prior to
the Early Consent Deadline (as defined below) a fee (the "Early
Consent Fee") of $1.00 per $1,000 principal amount of the
Guaranteed Notes of such Solicited Class, and
-- Nexen and CNOOC Limited will amend the indentures governing the
Notes of such Solicited Class to add certain additional
covenants with respect to CNOOC Limited for the benefit only of
the Guaranteed Notes of such Solicited Class (such covenants,
together with the guarantee by CNOOC Limited, the "Guarantee").
Each Consent Solicitation expires at 5:00 p.m., New York time, on March
20, 2013, unless extended or earlier terminated by Nexen (each such
time and date, as it may be extended from time to time, an “Expiration
Time”). Consents must be delivered prior to the applicable Expiration
Time. Holders who deliver their Consents by 5:00 p.m., New York time,
on March 18, 2013 (such time and date, with respect to each Consent
Solicitation, as it may be extended, an “Early Consent Deadline”) will
be eligible to receive the Early Consent Fee. Holders who deliver their
Consents after the applicable Early Consent Deadline but prior to the
Expiration Time will not be eligible to receive the Early Consent Fee.
Consents may be revoked prior to 5:00 p.m., New York time, on March 18,
2013 (such time and date, with respect to each Consent Solicitation, as
it may be extended, a “Revocation Deadline”). Nexen reserves the right
to extend, amend or terminate each Consent Solicitation as described in
the Consent Solicitation Statement.
If the Proposed Amendments (as defined in the Consent Solicitation
Statement) become effective with respect to a Series of Notes but
Consents of Holders of less than 100% of the outstanding principal
amount of the Notes of such Series have been validly delivered and not
validly revoked, the Guaranteed Notes of such Series will trade under a
new CUSIP number to reflect the Guarantee and the Notes of such Series
in respect of which a Consent has not been validly delivered or was
validly revoked will continue to trade under the existing CUSIP number
for such Series (the “Non-Guaranteed Notes”). The Guarantee will only
apply to the Notes of such Series under the new CUSIP and Notes of such
Series as to which no Consent was given or was validly revoked will
trade under the existing CUSIP for such Series and will not benefit
from the Guarantee. Notwithstanding the different CUSIP numbers, the
Guaranteed Notes of a particular Series and the Non-Guaranteed Notes of
such Series will continue to be treated as a single Series for purposes
of the 1998 Indenture or the 2007 Indenture, as applicable, except as
expressly contemplated by the applicable supplemental indenture.
The Guarantee would be an unsecured obligation and would rank pari passu
in right of payment of principal and interest and premium, if any, with
all existing and future unsubordinated, unsecured obligations of CNOOC
Limited.
In order for the Proposed Amendments to be approved with respect to the
1998 Indenture Notes, valid Consents of the Holders of not less than 66
2/3% of the principal amount of all outstanding 1998 Indenture Notes
must have been received (and not subsequently revoked) by the
Expiration Time and accepted by Nexen. In order for the Proposed
Amendments to be approved with respect to any Series of the 2007
Indenture Notes, valid Consents of the Holders of a majority in
aggregate principal amount of the 2007 Indenture Notes of such Series
must have been received (and not subsequently revoked) by the
Expiration Time and accepted by Nexen. We refer to the consents needed
for the Proposed Amendments to be approved with respect to the 1998
Indenture Notes or any Series of 2007 Indenture Notes, as applicable,
as the “Requisite Consents” for such Solicited Class.
The Proposed Amendments relating to each Solicited Class of the Notes
are interdependent with the Proposed Amendments relating to each other
Solicited Class of Notes, each Solicited Class being conditional on all
others being approved by the applicable Holders; provided that we may
waive such conditions in each case and proceed with the Proposed
Amendments relating to any one Solicited Class of Notes without
proceeding with the Proposed Amendments relating to any other Solicited
Class of Notes (such condition, the “Cross-Consent Condition”). A
Guarantee will only be provided in respect of a Note as to which (i)
the Requisite Consents for the Solicited Class of Notes of which such
Note forms a part are obtained; (ii) a Consent for such Note is validly
delivered and not validly revoked; (iii) the other conditions to the
applicable Proposed Amendments are satisfied or waived (including the
Cross-Consent Condition); and (iv) the Proposed Amendments become
effective with respect to the Solicited Class of which such Note forms
a part.
Holders of the Notes are referred to the Consent Solicitation Statement
and the related Consent Form for the detailed terms and conditions of
the Consent Solicitation.
Nexen has engaged Citigroup Global Markets Inc. to act as solicitation
agent for the Consent Solicitations. Global Bondholder Services has
been engaged to act as the Information and Tabulation Agent for the
Consent Solicitations. Questions or requests for assistance or
additional copies of the Consent Solicitation Statement or Consent Form
may be directed to the Information and Tabulation Agent, at (866)
470-4300 (toll-free) or (212) 430-3774 (collect). Questions regarding
the terms of the Consent Solicitation may be directed to the
Solicitation Agent at (800) 558-3745 (toll-free) or (212) 723-6106
(collect).
This press release is for informational purposes only and is not a
solicitation of consents. The Consent Solicitations are subject to
certain conditions and present certain risks for the holders, as set
forth more fully in the Consent Solicitation Statement. Nexen retains
the rights to waive or modify any term of, or to terminate, the Consent
Solicitation with respect to any or all Series of the Notes for any
reason prior to the date that the Proposed Amendments become effective
with respect to such Series of Notes.
For a discussion of factors you should consider before you decide
whether to consent, see “Risk Factors” outlined in the Consent
Solicitation Statement.
This press release is not an offer for sale of the Guarantee in the
United States or any other state or jurisdiction, and there shall not
be any sale of the Guarantee in any state or jurisdiction in which such
offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or
jurisdiction.
Neither the Securities and Exchange Commission, nor any state or
Canadian provincial or territorial securities commission has approved
or disapproved of these securities, or determined if the Consent
Solicitation Statement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense. The
Consent Solicitation Statement and the prospectus to which it relates
do not constitute an offer of securities in any jurisdiction where such
offer is not permitted.
About Nexen
Nexen Inc. is a wholly-owned subsidiary of CNOOC Limited. Nexen is
focused on three growth strategies: oil sands and shale gas in western
Canada and conventional exploration and development primarily in the
North Sea, offshore West Africa and deepwater Gulf of Mexico.
Forward-Looking Statements
Certain statements in this Release constitute “forward-looking
statements” (within the meaning of the United States Private Securities
Litigation Reform Act of 1995, as amended) or “forward-looking
information” (within the meaning of applicable Canadian securities
legislation). Such statements or information (together “forward-looking
statements”) are generally identifiable by the forward-looking
terminology used such as “will”, “intends”, “expect”, “should” or other
similar words. Any statements as to the ability of the parties to
satisfy the conditions to, and to complete, the consent solicitation;
the anticipated timing of the closing of the consent solicitation; and,
changes in any of the foregoing are forward-looking statements.
Forward-looking statements are subject to known and unknown risks and
uncertainties and other factors, many of which are beyond our control
and each of which contributes to the possibility that our
forward-looking statements will not occur or that actual results and
achievements may differ materially from those expressed or implied by
such statements. Such factors include, among others: the possible
failure of Nexen to complete the consent solicitation, in a timely
manner or at all, and other factors, many of which are beyond our
control. These risks, uncertainties and other factors and their
possible impact are discussed more fully in the sections titled “Risk
Factors” in our 2012 Annual Information Form and “Quantitative and
Qualitative Disclosures About Market Risk” in our 2012 annual MD&A.
All of the forward-looking statements in this Release are qualified by
the assumptions that are stated or inherent in such forward-looking
statements. Although we believe that these assumptions are reasonable
based on the information available to us on the date such assumptions
were made, this list is not exhaustive of the factors that may affect
any of the forward-looking statements and the reader should not place
an undue reliance on these assumptions and such forward-looking
statements. Nexen undertakes no obligation to update publicly or revise
any forward-looking statements or information, whether as a result of
new information, future events or otherwise, unless so required by
applicable securities laws.
SOURCE Nexen Inc.
