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Aker BP ASA - Tender Offer - Pricing

Aker BP ASA Announces Pricing of its Cash Tender Offer for Any and All of its Outstanding 2025 Notes


13 JUNE 2023


Full announcement including disclaimers and offer restrictions available via Prnewswire (Source: Aker BP ASA)


"LYSAKER, Norway, June 13, 2023 /PRNewswire/ -- Aker BP ASA (the "Company") announced today the pricing of its previously announced tender offer for cash (the "Any and All Tender Offer") of any and all of its 3.000% Senior Notes due 2025 (the "2025 Notes").


The Any and All Tender Offer was made upon and is subject to the terms and conditions set forth in the Offer to Purchase dated June 7, 2023 (the "Offer to Purchase"). Capitalized terms used in this announcement but not defined herein have the meanings given to them in the Offer to Purchase.


The "Total Consideration" for each U.S.$1,000 principal amount of 2025 Notes validly tendered and accepted for payment pursuant to the Any and All Tender Offer (including 2025 Notes delivered by the Any and All Guaranteed Delivery Expiration Date in respect of which a notice of guaranteed delivery is delivered at or prior to the Any and All Expiration Date) was determined in the manner described in the Offer to Purchase by reference to the fixed spread specified in the Offer to Purchase and table below (the "Fixed Spread") over the yield based on the bid-side price of the U.S. Treasury Reference Security specified in the Offer to Purchase and table below (the "Reference Yield") at 11:00 a.m., New York City time, on June 13, 2023 (the "Any and All Price Determination Date") by the Dealer Managers.


In accordance with the terms of the Any and All Tender Offer, the Any and All Tender Offer will remain open until 5:00 p.m., New York City time, on June 13, 2023 (the "Any and All Expiration Date") and the Any and All Guaranteed Delivery Expiration Date will be 5:00 p.m., New York City time, on June 15, 2023 (the "Any and All Guaranteed Delivery Expiration Date"), in each case unless extended by the Company. 2025 Notes tendered may be validly withdrawn prior to 5:00 p.m., New York City time, on June 13, 2023 but not thereafter, excepted in certain limited circumstances where additional withdrawal rights are required by law. The results announcement is expected as soon as practicable on the day following the Any and All Expiration Date, expected to be June 14, 2023, unless extended by the Company.



Notes:

(1)As of the commencement date of the Any and All Tender Offer.

(2)As at the Any and All Price Determination Date.

(3)For each U.S.$1,000 principal amount of 2025 Notes validly tendered and accepted for payment pursuant to the Any and All Tender Offer. Does not include Accrued Interest (as defined below).


Holders will also receive with respect to any 2025 Notes validly tendered and accepted for purchase in the Any and All Tender Offer (including 2025 Notes delivered by the Any and All Guaranteed Delivery Expiration Date in respect of which a notice of guaranteed delivery is delivered at or prior to the Any and All Expiration Date) accrued and unpaid interest on such 2025 Notes from, and including, the last interest payment date applicable to such 2025 Notes to, but not including, the Any and All Settlement Date ("Accrued Interest"). The Any and All Settlement Date is expected to be June 16, 2023, unless extended by the Company.


The Company's obligation to accept for purchase and pay for validly tendered 2025 Notes is subject to, and conditioned upon, satisfaction or waiver of the conditions set out in the Offer to Purchase."


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Aker BP ASA Announces Upsize of Previously Announced Capped Maximum Amount in Capped Tender Offers


08 JUNE 2023


Full announcement including disclaimers and offer restrictions available via Prnewswire (Source: Aker BP ASA)


"LYSAKER, Norway, June 8, 2023 /PRNewswire/ -- Aker BP ASA (the "Company") incorporated as a public limited liability company (Nw. allmennaksjeselskap) under the laws of Norway, announced today that it has increased the Capped Maximum Amount (as defined below) previously disclosed in the Offer to Purchase dated June 7, 2023 (the "Offer to Purchase"). Other than the upsize of the Capped Maximum Amount, no other terms of the Offers (as defined below) are being amended in this announcement and there is no change to the terms of the Any and All Tender Offer (as defined below) contained in the Offer to Purchase.


The Company 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 the upsized amount of U.S.$1,000 million (previously 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."


...


"The following tables summarize certain information regarding the Offers:



Notes:


(1) As at the date of the Offer to Purchase.


(2)

The Total Consideration (as defined below) for Capped 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 when calculated in such manner is already inclusive of the Early Tender Payment equal to the applicable amount set forth in the second table above. Capped Tender Offer Notes validly tendered after the Early Tender Date but prior to or at the Capped Tender Offers Expiration Date will be eligible to receive the Late Tender Offer Consideration, which is equal to the Total Consideration minus the Early Tender Payment.


(3)

The Company is offering to purchase Capped Tender Offer Notes for an aggregate Total Consideration and/or Late Tender Offer Consideration, as applicable, (in each case excluding Accrued Interest) up to and including the Capped Maximum Amount. If the aggregate Total Consideration and/or Late Tender Offer Consideration, as applicable, (in each case excluding Accrued Interest) required for Capped Tender Offer Notes validly tendered in the Offers exceeds the Capped Maximum Amount, the Company will accept such Notes in accordance with the acceptance priority levels set forth above (the "Acceptance Priority Levels")."



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Aker BP ASA Offer to Purchase For Cash Any and All of the Outstanding 2025 Notes and Offer to Purchase for Cash an Amount Subject to the Capped Maximum Amount of the Outstanding January 2026 Notes and July 2026 Notes


07 JUNE 2023


Full announcement including disclaimers and offer restrictions available via Prnewswire (Source: Aker BP ASA)


"LYSAKER, Norway, June 7, 2023 /PRNewswire/ -- 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."

...


"The following tables summarize certain information regarding the Offers:


Notes:


(1)As at the date of the Offer to Purchase. (2)The Total Consideration (as defined below) for Capped 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 when calculated in such manner is already inclusive of the Early Tender Payment equal to the applicable amount set forth in the second table above. Capped Tender Offer Notes validly tendered after the Early Tender Date but prior to or at the Capped Tender Offers Expiration Date will be eligible to receive the Late Tender Offer Consideration, which is equal to the Total Consideration minus the Early Tender Payment. (3)The Company is offering to purchase Capped Tender Offer Notes for an aggregate Total Consideration and/or Late Tender Offer Consideration, as applicable, (in each case excluding Accrued Interest) up to and including the Capped Maximum Amount. If the aggregate Total Consideration and/or Late Tender Offer Consideration, as applicable, (in each case excluding Accrued Interest) required for Capped Tender Offer Notes validly tendered in the Offers exceeds the Capped Maximum Amount, the Company will accept such Notes in accordance with the acceptance priority levels set forth above (the "Acceptance Priority Levels")."


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