Nexen Announces Consent Solicitation and Offer of Guarantees by CNOOC Limited
CALGARY, Alberta, March 7, 2013
CALGARY, Alberta, 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
CUSIP Principal Amount
Title of Security Indenture Numbers Outstanding(1)
1998 Indenture Notes
5.20% Notes due March 10,
2015 1998 Indenture 65334HAD4 $125,844,000
7.40% Notes due May 1, 2028 1998 Indenture 136420AF3 $200,000,000
7.875% Notes due March 15,
2032 1998 Indenture 65334HAA0 $500,000,000
5.875% Notes due March 10,
2035 1998 Indenture 65334HAE2 $790,000,000
2007 Indenture Notes
5.65% Notes due May 15, 2017 2007 Indenture 65334HAF9 $62,250,000
6.20% Notes due July 30, 2019 2007 Indenture 65334HAK8 $300,000,000
6.40% Notes due May 15, 2037 2007 Indenture 65334HAG7 $1,250,000,000
7.50% Notes due July 30, 2039 2007 Indenture 65334HAJ1 $700,000,000
(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
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
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.
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.
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.
For further information:
For investor relations inquiries, please contact: Ms. Kim Woima Senior
Manager, Investor Relations +1-403-699-5821
For media and general inquiries, please contact: Mr. Pierre Alvarez Vice
President, Corporate Relations +1-403-699-5202 801 - 7 ^th Ave SWCalgary,
Alberta, Canada T2P 3P7 http://www.nexeninc.com
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