Aker BP ASA (the "Company") incorporated as public limited liability company (Nw. allmennaksjeselskap) under the laws of Norway, is offering to purchase for cash any and all of its outstanding 3.000% Senior Notes due 2025 (the "2025 Notes") validly tendered on or before the Any and All Expiration Date (the "Any and All Tender Offer").
In addition, the Company is offering to purchase for cash Capped Tender Offer Notes (as defined below) up to an amount corresponding to a combined aggregate Total Consideration and/or Late Tender Offer Consideration, as applicable, (each as defined below) (in each case excluding Accrued Interest payable in respect of Capped Tender Offer Notes validly tendered equal to U.S.$500 million less the aggregate Total Consideration (excluding Accrued Interest) applied in connection with the Any and All Tender Offer (the "Capped Maximum Amount") in the following order of priority:
- in the first instance, to the extent the Capped Maximum Amount has not been exceeded, 2.875% Senior Notes due 2026 issued by the Company (the "January 2026 Notes") which are validly tendered on or before the Early Tender Date (as defined below);
- in the second instance, to the extent the Capped Maximum Amount has not been exceeded, 2.000% Senior Notes due 2026 issued by the Company (with Lundin Energy Finance B.V. as original issuer) (the "July 2026 Notes", together with the January 2026 Notes, the "Capped Tender Offer Notes") which are validly tendered on or before the Early Tender Date;
- in the third instance, to the extent the Capped Maximum Amount has not been exceeded, January 2026 Notes which are validly tendered after the Early Tender Date but on or before the Capped Tender Offers Expiration Date; and
- finally, to the extent the Capped Maximum Amount has not been exceeded, July 2026 Notes which are validly tendered after the Early Tender Date but on or before the Capped Tender Offers Expiration Date.
As set out above, and for the avoidance of doubt, all Capped Tender Offer Notes validly tendered on or before the Early Tender Date shall be accepted in priority to Capped Tender Offer Notes validly tendered after the Early Tender Date but on or before the Capped Tender Offers Expiration Date. To the extent Capped Tender Offer Notes validly tendered on or before the Early Tender Date would cause the Capped Maximum Amount to be exceeded, then no Capped Tender Offer Notes tendered after the Early Tender Date shall be accepted.
The 2025 Notes and the Capped Tender Offer Notes are herein referred to as the "Notes". The offers to purchase the Capped Tender Offer Notes are herein referred to as the "Capped Tender Offers" and each a "Capped Tender Offer". The Capped Tender Offers together with the Any and All Tender Offer are herein referred to as the "Offers" and each an "Offer".
The purpose of the Offers, together with the proposed offering of the Senior Notes by the Company announced on the date hereof (the "Proposed New Notes Offering"), is to proactively manage the Company's debt portfolio and to extend the average maturity profile of the Company's existing debt. There can be no assurance that the Proposed New Notes Offering will be consummated, nor that the Proposed New Notes Offering will be consummated on the terms and amount stated herein or in the offering memorandum thereto. Consummation of each Offer is subject to the satisfaction of certain conditions, including, without limitation, the pricing of no less than $1,000 million in aggregate principal amount of the Proposed New Notes Offering (the "New Financing Condition") and the conditions set out in the Offer to Purchase dated June 7, 2023 relating to the Offers (the "Offer to Purchase"). Subject to applicable law, the Company reserves the right, in its sole discretion, to waive any and all conditions to any or all of the Offers, including to increase the Capped Maximum Amount. Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Offer to Purchase.
Allocations in the Proposed New Notes Offering will be determined by the Company and the Dealer Managers in their sole discretion based on a number of different factors, which may include an assessment of an investor's long-term interest in owning the Company's debt securities and the size and timing of such investor's indication of interest in the concurrent offering and in the Offers. However, neither the Company nor the Dealer Managers are obligated to consider participation in the Offers in making an allocation determination with respect to any particular investor.
The Any and All Tender Offer will expire at 5:00 p.m., New York City time, on June 13, 2023 unless the Company extends the Any and All Tender Offer (such date and time, the "Any and All Expiration Date"). The withdrawal deadline for the Any and All Tender Offer will be 5:00 p.m., New York City time, on June 13, 2023 (the "Any and All Withdrawal Deadline"), unless extended by the Company. Following the Any and All Expiration Date, the Company will accept 2025 Notes validly tendered at or prior to the Any and All Expiration Date (including those validly tendered by the guaranteed delivery procedures set forth in the Offer to Purchase) provided that all conditions set forth in the Offer to Purchase have been satisfied or waived by the Company and such accepted 2025 Notes will be settled promptly thereafter (the "Any and All Settlement Date"). It is anticipated that the Any and All Settlement Date for the 2025 Notes will be June 16, 2023, the third business day after the Any and All Expiration Date.
Concurrent with and in the same announcement of the results of the Any and All Tender Offer by the Company, the Company will announce the Capped Maximum Amount.
Holders of Capped Tender Offer Notes that are validly tendered and not validly withdrawn at or prior to 5:00 p.m., New York City time, on June 21, 2023 (the "Early Tender Date") and accepted for purchase will be eligible to receive the applicable Total Consideration. The Company will accept such Capped Tender Offer Notes validly tendered up to the Capped Maximum Amount, subject to the Acceptance Priority Level and proration, at or prior to the Early Tender Date provided that all conditions set forth in the Offer to Purchase have been satisfied or waived by the Company and such accepted Capped Tender Offer Notes will be settled promptly thereafter (the "Capped Tender Offers Early Settlement Date"). It is anticipated that the Capped Tender Offers Early Settlement Date will be June 23, 2023, the second business day after the Early Tender Date.
Each Capped Tender Offer will expire at 5:00 p.m., New York City time, on July 7, 2023, or any other date and time to which the Company extends such Capped Tender Offer (such date and time, as it may be extended with respect to a Capped Tender Offer, the "Capped Tender Offers Expiration Date"). The withdrawal deadline for the Capped Tender Offer will be 5:00 p.m., New York City time, June 21, 2023 (the "Capped Tender Offer Withdrawal Deadline"), unless extended by the Company. Holders of any Capped Tender Offer Notes that are validly tendered after the Early Tender Date but prior to or at the Capped Tender Offers Expiration Date and that are accepted for purchase will receive the applicable Late Tender Offer Consideration (as defined below). The Company will accept such Capped Tender Offer Notes validly tendered up to the Capped Maximum Amount, subject to the Acceptance Priority Level and proration, at or prior to the Capped Tender Offers Expiration Date provided that all conditions set forth in the Offer to Purchase have been satisfied or waived by the Company and such accepted Capped Tender Offer Notes will be settled promptly thereafter (the "Capped Tender Offers Final Settlement Date"). It is anticipated that the Capped Tender Offers Final Settlement Date for the Capped Tender Offer Notes will be July 11, 2023, the second business day after the Capped Tender Offers Expiration Date.
Such acceptance for the relevant series of Capped Tender Offer Notes subject to proration will be calculated by multiplying the principal amount of the relevant Capped Tender Offer Notes, represented by each tender instruction in respect of such series of Capped Tender Offer Notes requiring proration by a Scaling Factor. The Company will make any such calculations on or about the Early Tender Date and on or about the Capped Tender Offers Expiration Date, as applicable. Accordingly, Capped Tender Offer Notes will be prorated separately at each of the Early Tender Date and Capped Tender Offers Expiration Date, as applicable. For further details and conditions of proration, please see the section titled "The Offers – Acceptance Priority; Proration" in the Offer to Purchase.
The "Total Consideration" payable for each series of Notes will be a price per U.S.$1,000 principal amount of such series of Notes equal to an amount (rounded to the nearest cent, with half a cent rounded upwards), calculated in accordance with Appendix B of the Offer to Purchase and with reference to the Any and All Settlement Date or Capped Tender Offers Early Settlement Date, as applicable, that would reflect a yield to the applicable maturity date or par call date, as applicable, of such series of Notes equal to the sum of (i) the Reference Yield (as defined below) for such series, determined at 11:00 a.m. (New York City time), on the Any and All Expiration Date in the case of the Any and All Tender Offer and 11:00 a.m. (New York City time) on the business day following the Early Tender Date in the case of the Capped Tender Offers plus (ii) the fixed spread applicable to such series, as set forth in the tables above (the "Fixed Spread"). The "Reference Yield" means the bid side yield to maturity (rounded to the nearest 0.001% with 0.0005% rounded upwards), determined in accordance with market convention, of the applicable U.S. Treasury reference security listed in the tables above (the "Reference Security") for such series, based on the bid side price for the relevant Reference Securities as reporting on the relevant Bloomberg Reference Page (that appears in the two tables above) at the applicable price determination date, as the case may be. The sum of the Fixed Spread and the Reference Yield is referred to as the "Repurchase Yield". The Total Consideration, as calculated using the Fixed Spread for each series of Capped Tender Offer Notes set forth in the second table above, includes the Early Tender Payment. Holders of any Capped Tender Offer Notes that are validly tendered after the Early Tender Date but prior to or at the Capped Tender Offers Expiration Date and that are accepted for purchase will receive the applicable Total Consideration minus an amount in cash equal to the applicable amount set forth in the second table above under the heading "Early Tender Payment" (the "Early Tender Payment"). The Total Consideration minus the Early Tender Payment is referred to as the "Late Tender Offer Consideration."
In addition to the Total Consideration or the Late Tender Offer Consideration, as applicable, all Holders of Notes validly tendered and accepted for purchase will also receive accrued and unpaid interest on such Notes from, and including, the applicable last interest payment date up to, but not including, the Any and All Settlement Date, the Capped Tender Offers Early Settlement Date or the Capped Tender Offers Final Settlement Date (each as defined below), as applicable ("Accrued Interest"), payable on the Any and All Settlement Date, the Capped Tender Offers Early Settlement Date or the Capped Tender Offers Final Settlement Date (each, a "Settlement Date"), as applicable.
The Offer to Purchase sets out the full terms of the Offers. Copies of the Offer to Purchase are available from the Information and Tender Agents at the telephone number or e- mail address set out below. Holders may also contact the Dealer Managers at the telephone numbers or addresses set out below for information concerning the Offers. Holders may also contact their broker, dealer, commercial bank or trust company or other nominee for assistance concerning the Offers.
