|Hess Corporation Announces Concurrent Offerings of Common Stock and Depositary Shares Representing an Interest in Mandatory Convertible Preferred Stock|
Hess plans to use the net proceeds from these offerings to strengthen the Company's balance sheet and for general corporate purposes including funding its longer term capital needs and the cost of the capped call transactions described below.
The depositary shares entitle the holders, through the bank depositary,
to a proportional fractional interest in the rights and preferences of
the Convertible Preferred Stock, including conversion, dividend,
liquidation and voting rights, subject to certain limited exceptions.
Unless converted earlier at the option of the holders, each share of
Convertible Preferred Stock will automatically convert into a variable
number of shares of common stock on or around
In connection with the pricing of the depositary shares, Hess expects to enter into one or more privately negotiated capped call transactions with one or more of the underwriters or their affiliates (the “option counterparties”). The capped call transactions are expected generally to reduce the potential dilution to Hess’ common stock upon conversion of the Convertible Preferred Stock, with such reduction subject to a cap. If the underwriters of the depositary shares offering exercise their over-allotment option, Hess intends to enter into additional capped call transactions with the option counterparties.
In connection with establishing their initial hedge of the capped call transactions, the option counterparties or their respective affiliates expect to enter into various derivative transactions with respect to Hess’ common stock concurrently with, or shortly after, the pricing of the depositary shares. These activities could increase (or reduce the size of any decrease in) the market price of Hess’ common stock or the depositary shares at that time.
In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding derivative transactions with respect to Hess’ common stock and/or by purchasing or selling shares of Hess’ common stock or other securities of Hess in secondary market transactions following the pricing of the depositary shares and prior to the mandatory conversion date of the Convertible Preferred Stock (and are likely to do so during the final averaging period relating to the mandatory conversion of the Convertible Preferred Stock). This activity could also cause or avoid an increase or a decrease in the market price of Hess’ common stock or the depositary shares, which could affect the value of the shares of Hess’ common stock that a holder of depositary shares will receive upon conversion of the Convertible Preferred Stock and, to the extent the activity occurs during the final averaging period relating to the mandatory conversion of the Convertible Preferred Stock, it could also affect the number of shares of Hess’ common stock that a holder of depositary shares will receive upon conversion.
The common stock and the depositary shares are being offered pursuant to
an effective shelf registration statement on Form S-3 that was
previously filed with the
Hess has filed a registration statement (including a prospectus and a
preliminary prospectus supplement) with the
This news release contains statements about future events and
expectations, or “forward-looking statements,” all of which are
inherently uncertain. These forward-looking statements are based on
management’s current expectations and assumptions and not on historical
facts. Examples of these statements include, but are not limited to, our
ability to complete the offerings, the anticipated use of proceeds from
the offerings, our intention to enter into capped call transactions, the
expected impact of the capped calls and the expected actions of the
option counterparties, our intention to list the depositary shares on
For Hess Corporation