StatoilHydro cancels consent bids for seven series of notes

By Susanna Moon

Chicago, Aug. 18 - StatoilHydro ASA said it is terminating consent solicitations for its 9% debentures due 2012, 7½% debentures due 2016, 6.7% debentures due 2018, 7¾% debentures due 2023, 7.15% debentures due 2025, 7¼% debentures due 2027 issued under the 1992 indenture and its 7¼% debentures due 2027 issued under the 1994 indenture.

The company said on July 25 that holders approved amendments for the 6.36% notes due 2009, 9 1/8% debentures due 2014, 6.8% debentures due 2028 and 7.15% debentures due 2029 issued under the 1992 indenture and the 9 1/8% debentures due 2014 issued under the 1994 indenture by its wholly owned subsidiary StatoilHydro Petroleum AS.

On Aug. 1, StatoilHydro made consent payments of $1.50 per $1,000 principal amount of these securities delivered by 5 p.m. ET on July 24.

StatoilHydro said the consent solicitations were for 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; and

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

Concurrent consent solicitations expired on June 27 for StatoilHydro's £225 million 6½% notes due 2021 issued under a trust deed, of which £1.02 million is outstanding, and its €400 million 6¼% notes due 2010 issued under a trust deed, of which €300 million is outstanding.

The company said that at a meeting of the 6½% and 6¼% noteholders on July 2, a quorum was not present and the meeting was adjourned until 6 a.m. ET on July 18.

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 some of its outstanding debt securities.

The company will pay consent fees of $1.50 per $1,000 principal amount of 1992 series and 1994 series notes, €1.50 per €1,000 principal amount of the euro notes and £1.50 per £1,000 principal amount of the sterling notes.

On June 23, StatoilHydro amended the consent solicitations so that all holders who consent by the offer expiration will receive the full consent fees.

When the consent solicitations were first announced, holders who consented after 5 p.m. ET on June 20 would have received $0.50 per $1,000 principal amount of the 1992 series and 1994 series notes, €0.50 per €1,000 principal amount of the euro notes and £0.50 per £1,000 principal amount of the sterling notes.

On June 30, the company terminated its concurrent consent solicitations for five series of notes: the $500 million 5 1/8% notes due 2014, $250 million 7 3/8% debentures due 2016 and $500 million 6½% debentures due 2028, each issued under a fiscal and paying agent agreement, and the $250 million 7 7/8% notes due 2022 and $100 million 6% notes due 2023, each issued under an agency agreement.

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.

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

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