NEW YORK--(BUSINESS WIRE)--Sep. 23, 2016--
Hess Corporation (NYSE:HES) announced today the consideration to be paid
in the previously announced cash tender offer (the “Offer”) for any and
all of its outstanding 8.125% Notes due 2019 (the “Notes”). The Offer
will expire at 5:00 p.m., New York City time, today, September 23, 2016,
unless extended or earlier terminated.
The applicable Reference Yield, Repurchase Yield and Total Consideration
are detailed in the table below:
* Per $1,000 principal amount of Notes.
Upon consummation of the Offer, Hess will pay Total Consideration of
$1,154.64 for each $1,000 principal amount of Notes tendered and
accepted for payment, plus accrued and unpaid interest up to, but not
including, September 28, 2016, the expected settlement date, in the
Offer. The Total Consideration was calculated in the manner described in
the Offer to Purchase, dated September 19, 2016 (the “Offer to
Purchase”), by reference to a fixed spread specified in the table above
plus the yield to maturity based on the bid-side price of the applicable
U.S. Treasury Reference Security specified in the table above at 2:00
p.m., New York City time, on September 23, 2016.
To receive such consideration, holders of Notes must validly tender and
not validly withdraw their Notes or timely comply with the guaranteed
delivery procedures set forth in the Offer to Purchase prior to the
expiration of the Offer. Notes tendered may be withdrawn at any time
prior to the expiration of the Offer, by following the procedures
described in the Offer to Purchase. Holders of Notes are urged to read
carefully the Offer to Purchase before making any decision with respect
to the Offer.
Goldman, Sachs & Co., J.P. Morgan Securities LLC and Morgan Stanley &
Co. LLC are acting as lead dealer managers for the Offer and Mizuho
Securities USA Inc. and MUFG Securities Americas Inc. are acting as
co-dealer managers for the Offer. Global Bondholder Services Corporation
is acting as the information agent and the depositary for the Offer.
For additional information regarding the terms of the Offer, please
contact the lead dealer managers: Goldman, Sachs & Co. at 800-828-3182
(toll free) or 212-357-1039, J.P. Morgan Securities LLC at 866-834-4666
(toll free) or 212-834-3424 or Morgan Stanley & Co. LLC at 800-624-1808
(toll free) or 212-761-1057. The Offer to Purchase and the related
notice of guaranteed delivery may be accessed at the following link http://www.gbsc-usa.com/Hess/
or obtained from Global Bondholder Services Corporation, free of charge,
by calling toll-free at (866) 470-4500 (bankers and brokers can call
collect at (212) 430-3774).
The obligation of Hess to accept any Notes tendered and to pay the
consideration for Notes is subject to satisfaction or waiver of certain
conditions and other terms set forth solely in the Offer to Purchase.
This news release shall not be construed as an offer to purchase or
sell or a solicitation of an offer to purchase or sell any of the Notes
or any other securities. Hess, subject to applicable law, may amend,
extend or terminate the Offer and may postpone the acceptance for
purchase of, and payment for, the Notes so tendered. The Offer is
not being made 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. None of Hess, the dealer
managers, the information agent or the depositary makes any
recommendations as to whether holders of the Notes should tender their
Notes pursuant to the Offer.
Hess Corporation is a leading global independent energy company engaged
in the exploration and production of crude oil and natural gas. More
information on Hess Corporation is available at http://www.hess.com.
This news release contains statements about future events and
expectations, or 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, as amended. These projections and
statements reflect the company’s current views with respect to future
events and financial performance. No assurances can be given, however,
that these events will occur or that these projections will be achieved,
and actual results could differ materially from those projected as a
result of certain risk factors, including those described in and
incorporated by reference into the Offer to Purchase. Hess undertakes no
obligation to update the information contained in this news release to
reflect subsequently occurring events or circumstances.
View source version on businesswire.com: http://www.businesswire.com/news/home/20160923005808/en/
Source: Hess Corporation
For Hess Corporation
Sard Verbinnen & Co