StatoilHydro seeks consents to amend several series of notes

By Susanna Moon

Chicago, June 10 - StatoilHydro ASA said it began a consent solicitation to amend certain outstanding debt securities of the issuer and its wholly-owned subsidiary StatoilHydro Petroleum AS.

StatoilHydro is seeking to amend the following bonds:

• $300 million 6.36% notes due 2009 issued under the 1992 indenture;

• $350 million 9% debentures due 2012 issued under the 1992 indenture, of which $152.85 million is outstanding;

• $99.52 million 9 1/8% debentures due 2014 issued under the 1992 indenture;

• $300 million 7½% debentures due 2016 issued under the 1992 indenture, of which $243.83 million is outstanding;

• $250 million 6.7% debentures due 2018 issued under the 1992 indenture;

• $300 million 7¾% debentures due 2023 issued under the 1992 indenture;

• $250 million 7.15% debentures due 2025 issued under the 1992 indenture;

• $480.51 million 7¼% debentures due 2027 issued under the 1992 indenture;

• $250 million 6.8% debentures due 2028 issued under the 1992 indenture;

• $275 million 7.15% debentures due 2029 issued under the 1992 indenture;

• $500 million 7¼% debentures due 2027 issued under the 1994 indenture, of which $15.59 million is outstanding;

• $100 million 9 1/8% debentures due 2014 of StatoilHydro Petroleum issued under the 1994 indenture, of which $478,000 are outstanding;

• £225 million 6½% notes due 2021 issued under a trust deed, of which £1.02 million is outstanding;

• €400million 6¼% notes due 2010 issued under a trust deed, of which €300 million is outstanding,

• $500 million 5 1/8% notes due 2014 issued under a fiscal and paying agent agreement;

• $250 million 7 3/8% debentures due 2016 issued under a fiscal and paying agent agreement, of which $153 million is outstanding;

• $500 million 6½% debentures due 2028 issued under a fiscal and paying agent agreement;

• $250 million 7 7/8% notes due 2022 issued under an agency agreement; and

• $100 million 6% notes due 2023 issued under an agency agreement, of which $80,000,000 are outstanding.

The proposed amendments would allow StatoilHydro to restructure the group by permitting the transfer of assets to and among its principal subsidiaries without requiring them to assume the existing debt obligations of the parent company.

The amendments also would conform the negative pledge covenants in certain of its outstanding debt securities, according to the release.

The company said it would pay consent payments of $1.50 per $1,000 principal amount of any 1992 series, 1994 series, fiscal and paying agent agreement securities, and the agency securities; €1.50 per €1,000 principal amount of the euro notes; and £1.50 per £1,000 principal amount of the sterling notes. Holders must deliver consents by the early consent deadline of 5 p.m. ET on June 20.

The late consent payments are $0.50 per $1,000 principal amount of the 1992 series, 1994 series, fiscal and paying agent agreement securities, and the agency securities; €0.50 per €1,000 principal amount of the euro notes; and £0.50 per £1,000 principal amount of the sterling notes.

The offer expires at 5 p.m. ET on June 27 for the proposed amendments to the fiscal and paying agent agreement securities, and the agency securities; at 5 p.m. Central European Time on June 27, 2008 for the European securities; and at 5 p.m. ET on July 2 for the 1992 and 1994 securities.

Merrill Lynch International (44 0 20 7995-3715), Merrill Lynch, Pierce, Fenner & Smith Inc. (888 654-8637), UBS Ltd. (44 0 20 7567-7480) and UBS Securities LLC (888 719-4210 or collect at 203 719-4210) are joint solicitation agents.

Global Bondholder Services Corp. (866 387-1500 or 212 430-3774) is the information agent.

The issuer is an integrated oil and gas company based in Stavanger, Norway.

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