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Any and All of the Outstanding Securities Listed Below: |
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Security (CUSIP No.) |
Initial Principal |
U.S. Treasury |
Bloomberg |
Fixed Spread |
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8.125% Notes due February 15, 2019 (42809HAB3) | $1,000,000,000 | 0.875% UST due 09/15/2019 | FIT1 | +60 bps |
Up to the Aggregate Maximum Repurchase Amount of the Outstanding Securities Listed Below(a): |
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Security |
Initial |
Acceptance |
U.S. |
Bloomberg |
Fixed |
Early |
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7.875% notes due October 1, 2029 (023551AF1) | $700,000,000 | 1 | 1.50% UST due 08/15/2026 | FIT1 | +360 bps | $30 | ||||||||||||||||||
7.300% notes due August 15, 2031 (023551AJ3) | $750,000,000 | 2 | 1.50% UST due 08/15/2026 | FIT1 | +365 bps | $30 | ||||||||||||||||||
7.125% notes due March 15, 2033 (023551AM6) | $600,000,000 | 3 | 2.50% UST due 05/15/2046 | FIT1 | +327 bps | $30 |
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(a) | The offers with respect to the Maximum Tender Offer Notes are subject to the Aggregate Maximum Repurchase Amount which is defined as the lesser of (i) $375,000,000 and (ii) $1,075,000,000 less the aggregate Total Consideration (as defined below) for the Any and All Notes (as defined below) validly tendered and accepted for purchase in the Any and All Tender Offer (as defined below). The Company will allocate the Aggregate Maximum Repurchase Amount to purchase Maximum Tender Offer Notes subject to the Acceptance Priority Level as more fully set forth in the Offer to Purchase. | |
(b) | Per $1,000 principal amount. | |
(c) | The Total Consideration for Maximum Tender Offer Notes validly tendered prior to or at the Early Tender Date (as defined below) and accepted for purchase is calculated using the applicable Fixed Spread (as defined below) and is inclusive of the Early Tender Payment. | |
The Offers consist of offers to purchase for cash (1) any and all (the
“Any and All Tender Offer”) of its 8.125% Notes due 2019 (the “Any and
All Notes”) and (2) up to (the “Maximum Tender Offer”) a total purchase
price of the lesser of (a)
The Aggregate Maximum Repurchase Amount will not be determined until the
aggregate total consideration for the Any and All Notes validly tendered
and accepted in the Any and All Tender Offer is determined. The Any and
All Tender Offer will expire at
The Maximum Tender Offer will expire at
All Maximum Tender Offer Notes tendered prior to or at the Early Tender Date will be accepted based on the acceptance priority levels noted in the second table above and will have priority over Maximum Tender Offer Notes tendered after the Early Tender Date, regardless of the acceptance priority levels of the Maximum Tender Offer Notes tendered after the Early Tender Date. Subject to applicable law, the Company may increase or decrease the amounts of cash available for purchase of any of the Maximum Tender Offer Notes in its sole discretion.
The Offers are being made pursuant to an Offer to Purchase dated
The applicable consideration (the “Total Consideration”) payable for
each
The Any and All Notes may be validly withdrawn at any time prior to or
at
The obligation of Hess to accept for purchase and to pay the Total Consideration and the accrued and unpaid interest on Notes purchased pursuant to the Offers is not subject to any minimum tender condition, but is subject to satisfaction or waiver of certain other conditions described in the Offer to Purchase. These conditions include the consummation of a debt financing, which Hess is commencing concurrently with the Offers, on terms and conditions satisfactory to Hess and resulting in the receipt of gross proceeds sufficient to fund the Offers.
Hess has retained
Questions regarding the Offers may be directed to:
This news release shall not be construed as an offer to purchase or sell or a solicitation of an offer to purchase or sell any of the Notes or any other securities. Hess, subject to applicable law, may amend, extend or terminate the Offers and may postpone the acceptance for purchase of, and payment for, the Notes so tendered. The Offers are not being made 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. None of Hess, the dealer managers, the information agent or the depositary makes any recommendations as to whether holders of the Notes should tender their Notes pursuant to the Offers.
Cautionary Statements
This news release contains statements about future events and expectations, or forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. These projections and statements reflect the company’s current views with respect to future events and financial performance. No assurances can be given, however, that these events will occur or that these projections will be achieved, and actual results could differ materially from those projected as a result of certain risk factors, including those described in and incorporated by reference into the Offer to Purchase. Hess undertakes no obligation to update the information contained in this news release to reflect subsequently occurring events or circumstances.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160919005808/en/
Source:
For Hess Corporation
Investors:
Jay Wilson,
212-536-8940
or
Media:
Sard Verbinnen & Co
Michael
Henson/Patrick Scanlan, 212-687-8080