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Published on 10/3/2007 in the Prospect News High Yield Daily.

Pogo tenders for 6 7/8%, 7 7/8% notes

New York, Oct. 3 - Pogo Producing Co. said it has begun a cash tender offer and consent solicitation for its $500 million of 6 7/8% senior subordinated notes due 2017 and $450 million of 7 7/8% senior subordinated notes due 2013.

The offer is being carried out as part of Pogo's planned acquisition by Plains Exploration and Production Co.

The consent solicitation is to eliminate substantially all the restrictive covenants and certain events of default from the note indentures.

The tender ends at 5 p.m. ET on Nov. 5.

Pogo is offering $1,012.50 per $1,000 principal amount for the notes plus accrued interest. The total includes a consent payment of $10.00 per $1,000 principal amount that will only be made to those who provide consents and tender by the consent deadline of 11:59 p.m. ET on Oct. 17.

Holders who tender must deliver consents and vice versa.

Completion of the tenders is subject to conditions including completion of the merger and the receipt of the necessary consents to amend the notes.

J.P. Morgan Securities Inc. is dealer manager and solicitation agent (call collect 212 270-3994). MacKenzie Partners, Inc. is the information agent (800 322-2885).

Pogo is a Houston-based natural gas production and exploration company.


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