Noble Energy offers to swap out three Rosetta series related to merger

By Susanna Moon

Chicago, June 29 – Noble Energy, Inc. said it began offers to exchange any and all senior notes issued by Rosetta Resources Inc.

Noble Energy is offering to issue new notes with the same coupon and maturity in exchange for the following Rosetta notes:

• $700 million 5.625% senior notes due May 1, 2021;

• $600 million 5.875% senior notes due June 1, 2022; and

• $500 million 5.875% senior notes due June 1, 2024.

The new notes also will have the same interest payment dates and redemption provisions, except that the Noble notes will not contain an equity clawback redemption provision, according to a company press release.

The total exchange value for each $1,000 principal amount will be par of new notes plus $2.50 in cash.

The total amount includes an early tender premium of $30 per $1,000 of notes tendered by 5 p.m. ET on July 13, the early tender date.

Those who tender their notes for exchange after the early deadline will receive $970 of new notes plus $2.50 in cash for each $1,000 principal amount.

The exchange offer will end at 11:59 p.m. ET on July 27.

The exchange offers are conditioned upon the company obtaining consents to amend the notes from the holders of a majority of the outstanding principal amount of each series of Rosetta notes and the completion of Noble Energy’s acquisition of Rosetta, the release noted.

In connection with the exchange offers, Noble Energy also is soliciting consents from holders of the Rosetta notes to amend the note indentures to eliminate substantially all of the restrictive covenants and permit Noble Energy’s filing of its periodic reports under the Exchange Act to satisfy the reporting covenant in the indentures, the release said.

The dealer managers are BofA Merrill Lynch (980 683-3215 or 888 292-0070), Deutsche Bank Securities (212 250-2955 or 866 627-0391) and J.P. Morgan (212 834-2494 or 866 834-4666). The exchange agent and information agent is D.F. King & Co., Inc. (212 269-5550, 877 283-0320 or rosetta@dfking.com).

Noble Energy is a Houston-based crude oil and natural gas exploration and production company. Rosetta is a Houston-based oil and gas exploration and production company.

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