Forest Oil Announces Cash Tender Offer for Its 7.50% Senior Notes Due 2020 and Its 7.25% Senior Notes Due 2019

  Forest Oil Announces Cash Tender Offer for Its 7.50% Senior Notes Due 2020
  and Its 7.25% Senior Notes Due 2019

Business Wire

DENVER -- November 7, 2013

Forest Oil Corporation (NYSE:FST) (Forest or the Company) announced today that
it has commenced a cash tender offer to purchase up to $700 million aggregate
principal amount of its 7.50% Senior Notes due 2020 (the “2020 Notes”) and its
7.25% Senior Notes due 2019 (the “2019 Notes” and, together with the 2020
Notes, the “Notes”), subject to purchase in accordance with the Acceptance
Priority Level for each series of Notes and possible proration within the 2019
Notes as described in the Company’s Offer to Purchase dated November 7, 2013.

The offer will expire at 11:59 p.m., New York City time, on December 6, 2013
(as the same may be extended, the “Expiration Date”), unless earlier
terminated. Holders who tender their Notes prior to 5:00 p.m., New York City
time, on November 21, 2013 (as the same may be extended, the “Early Tender
Date”), will be eligible to receive the total consideration shown in the table
below, which includes the early tender premium. Holders who tender their Notes
after the Early Tender Date and prior to the Expiration Date will be eligible
to receive only the tender offer consideration shown in the table below,
namely the total consideration less the early tender premium. In addition,
holders whose Notes are purchased will receive accrued and unpaid interest
from the last interest payment date to, but not including, the applicable
settlement date.

Payment for all Notes tendered prior to the Early Tender Date and accepted for
purchase may be made, at Forest’s option, on the Early Settlement Date, which,
if it occurs, will be promptly after the Early Tender Date, provided all
conditions to the offer have been satisfied or waived. Forest anticipates that
the Early Settlement Date will occur on the same business day that it closes
the pending sale of the Company’s oil and gas assets in the Texas Panhandle
area or on the next business day. Payment for any tendered Notes accepted for
purchase and not acquired by the Company on the Early Settlement Day will be
made promptly following the Expiration Date.

Holders of Notes who tender their Notes before the withdrawal deadline, which
is 5:00 p.m., New York City time, on November 21, 2013, unless extended, may
not withdraw their Notes after the withdrawal deadline, unless otherwise
required by law. Holders who tender their Notes after the withdrawal deadline
may not withdraw their Notes, unless otherwise required by law.

The following table sets forth some of the terms of the offer:

                    Aggregate       Dollars per $1,000                      
         CUSIP        Principal        Principal Amount of Notes                 Acceptance
Title    Number       Amount           Tender Offer    Early     Total           Priority
of                    Outstanding      Consideration  Tender   Consideration   Level
Notes                                                  Premium
7.50%    346091BF7,
Senior   346091BG5
Notes    and          $500,000,000     $    985.00     $ 30.00   $   1,015.00    1
due      U3455PAF2
2020
                                                                                 
7.25%
Senior
Notes    346091AZ4    $1,000,000,000   $    997.67     $ 30.00   $   1,027.67    2
due
2019
                                                                                 

If we purchase any Notes in the Tender Offer, Notes tendered prior to the
Early Tender Date will be accepted for purchase in priority to other Notes
tendered after the Early Tender Date even if such Notes tendered after the
Early Tender Date have a higher acceptance priority level than Notes tendered
prior to the Early Tender Date.

If at the Early Tender Date the aggregate principal amount of Notes tendered
in the offer exceeds the aggregate maximum tender amount, the Company has the
option not to accept any additional Notes tendered after the Early Tender
Date. The Company reserves the right to increase or waive the aggregate
maximum tender amount in its sole discretion without extending or reinstating
withdrawal rights of holders of the Notes.

The offer is not contingent upon the tender of any minimum principal amount of
Notes, but the offer is conditioned upon the satisfaction or waiver of certain
conditions, including closing the pending sale of the Company’s oil and gas
assets in the Texas Panhandle area. The Company expects to use the remaining
net proceeds from the sale of the Texas Panhandle assets to reduce outstanding
borrowings under its credit facility. As of October 31, 2013, the Company had
outstanding borrowings of $136 million under its credit facility.

Full details of the terms and conditions of the offer are included in the
Offer to Purchase and the related letter of transmittal.

Wells Fargo Securities, LLC, BofA Merrill Lynch, and Citigroup Global Markets
Inc. are serving as Dealer Managers for the offer. Persons with questions
regarding the offer should contact any of the following: Wells Fargo
Securities, LLC, toll-free at 866-309-6316 or collect at 704-410-4760; BofA
Merrill Lynch, toll-free at 888-292-0070 or collect at 980-387-3907; or
Citigroup Global Markets Inc., toll-free at 800-558-3745 or collect at
212-723-6106. Requests for documents may be directed to Georgeson Inc., the
Information Agent, toll-free at 888-624-7035.

This press release is neither an offer to purchase nor a solicitation of an
offer to sell the Notes or any other security. The offer is made only by the
Offer to Purchase dated November 7, 2013 and the related letter of
transmittal. The offer is not being made to Noteholders 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. In any jurisdiction
in which the offer is required to be made by a licensed broker or dealer, it
shall be deemed to be made on behalf of the Company by the Dealer Managers or
one or more registered brokers or dealers licensed in such jurisdiction.

                          FORWARD-LOOKING STATEMENTS

This news release includes 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. All statements, other than statements of historical
facts, that address activities that Forest assumes, plans, expects, believes,
projects, estimates or anticipates (and other similar expressions) will,
should or may occur in the future are forward-looking statements. The
forward-looking statements provided in this press release are based on
management's current belief, based on currently available information, as to
the outcome and timing of future events. Forest cautions that future natural
gas and liquids production, revenues, cash flows, liquidity, plans for future
operations, expenses, outlook for oil and natural gas prices, timing of
capital expenditures, and other forward-looking statements relating to Forest
are subject to all of the risks and uncertainties normally incident to their
exploration for and development and production and sale of liquids and natural
gas.

These risks relating to Forest include, but are not limited to, oil and
natural gas price volatility, its level of indebtedness, its ability to
replace production, its ability to compete with larger producers,
environmental risks, drilling and other operating risks, regulatory changes,
credit risk of financial counterparties, risks of using third-party
transportation and processing facilities and other risks as described in
reports that Forest files with the SEC, including its Annual Report on Form
10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. Any of
these factors could cause Forest's actual results and plans to differ
materially from those in the forward-looking statements.

Forest Oil Corporation is engaged in the acquisition, exploration,
development, and production of natural gas and liquids in the United States
and selected international locations. Forest's estimated proved reserves and
producing properties are located in the United States in Arkansas, Louisiana,
Oklahoma, Texas, Utah, and Wyoming. Forest's common stock trades on the New
York Stock Exchange under the symbol FST. For more information about Forest,
please visit its website at www.forestoil.com.

November 7, 2013

Contact:

Forest Oil Corporation
Larry C. Busnardo, 303-812-1441
Director - Investor Relations
 
Press spacebar to pause and continue. Press esc to stop.