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Noble Energy Commences Exchange Offers For Rosetta Resources Senior Notes

Houston, June 29, 2015 (GLOBE NEWSWIRE) -- Noble Energy, Inc. ("Noble Energy") (NYSE: NBL) announced today that it has commenced offers to exchange any and all senior notes of Rosetta Resources Inc. ("Rosetta") validly tendered (and not validly withdrawn) and accepted for exchange by Noble Energy for senior notes to be issued by Noble Energy as described in the table below. The exchange offers are conditioned upon, among other things, the receipt of valid consents to the Proposed Amendments (as defined below) from the holders of a majority in outstanding principal amount of each series of Rosetta Notes (as defined below) and consummation of Noble Energy's previously announced acquisition of all of the common stock of Rosetta through the merger of Rosetta with a newly formed, wholly owned subsidiary of Noble Energy. The obligations of Noble Energy and Rosetta to complete the merger are each subject to the satisfaction (or waiver by both Rosetta and Noble Energy) of certain conditions, including approval of the merger by vote of the holders of a majority of the outstanding shares of Rosetta common stock. A Registration Statement on Form S-4 (the "Registration Statement") relating to the issuance of the Noble Notes (as defined below) was filed with the Securities and Exchange Commission ("SEC") on June 29, 2015 but has not yet been declared effective.

Aggregate Principal Amount Outstanding Series of Notes Issued by Rosetta to be Exchanged (collectively, the ''Rosetta Notes") CUSIP No. Series of Notes to be Issued by Noble Energy (collectively, the ''Noble Notes") Exchange Consideration (1)(2) Early Participation Premium (1)(2) Total Consideration (1)(2)(3)
Noble Notes
(principal amount)
Cash Noble Notes
(principal amount)
Noble Notes
(principal amount)
Cash
$700,000,000 5.625% Senior Notes due May 1, 2021 777779 AD1 5.625% Senior Notes due May 1, 2021 $970 $2.50 $30 $1,000 $2.50
$600,000,000 5.875% Senior Notes due June 1, 2022 777779 AE9 5.875% Senior Notes due June 1, 2022 $970 $2.50 $30 $1,000 $2.50
$500,000,000 5.875% Senior Notes due June 1, 2024 777779 AF6 5.875% Senior Notes due June 1, 2024 $970 $2.50 $30 $1,000 $2.50

(1) Consideration per $1,000 principal amount of Rosetta Notes validly tendered, subject to any rounding as described herein.

(2) The term "Noble Notes" in this column and elsewhere in this news release refers, in each case, to the series of Noble Notes corresponding to the series of Rosetta Notes of like tenor and coupon.

(3) Includes the Early Participation Premium for Rosetta Notes validly tendered prior to the Early Consent Date described below and not validly withdrawn.

In connection with the exchange offers, Noble Energy is also soliciting consents from holders of the Rosetta Notes to amend (the "Proposed Amendments") the indentures governing the Rosetta Notes to eliminate substantially all of the restrictive covenants in the indentures and permit Noble Energy's filing of its periodic reports under the Exchange Act to satisfy the reporting covenant in the indentures.

The exchange offers and consent solicitations for each series of Rosetta Notes (together, the "Exchange Offers") commenced on June 29, 2015, and expire at 11:59 p.m., New York City time, on July 27, 2015, unless extended or terminated (the "Expiration Date"). On the terms and subject to the conditions of the exchange offers set forth in the Prospectus (as defined below) and the Letter of Transmittal (as defined below), in exchange for each $1,000 principal amount of the Rosetta Notes that is validly tendered prior to 5:00 p.m., New York City time, on July 13, 2015 (the "Early Consent Date") and not validly withdrawn and is accepted for exchange by Noble Energy, holders will receive the total exchange consideration set out in the table above (the "Total Consideration"), which consists of $1,000 principal amount of the Noble Notes and a cash amount of $2.50. The Total Consideration includes the early participation premium set out in the table above (the "Early Participation Premium"), which consists of $30 principal amount of Noble Notes. On the terms and subject to the conditions of the exchange offers set forth in the Prospectus and the Letter of Transmittal, in exchange for each $1,000 principal amount of the Rosetta Notes that is validly tendered after the Early Consent Date but prior to the Expiration Date and not validly withdrawn and is accepted for exchange by Noble Energy, holders will receive only the exchange consideration set out in the table above, which is equal to the Total Consideration less the Early Participation Premium and therefore consists of $970 principal amount of the Noble Notes and a cash amount of $2.50.

Each series of Noble Notes will have an interest rate and maturity date that is identical to the interest rate and maturity date, respectively, as well as identical interest payment dates and redemption provisions (except that the Noble Notes will not contain an equity clawback redemption provision) as the corresponding series of Rosetta Notes for which they are being offered in exchange. The Noble Notes will be senior unsecured obligations of Noble Energy and will rank equally in right of payment with all other existing and future senior unsecured indebtedness of Noble Energy.

The dealer managers for the Exchange Offers are:

BofA Merrill Lynch
214 North Tryon Street
21st Floor
Charlotte, NC 28255
Attention: Liability Management Group
Collect: (980) 683-3215
Toll-Free: (888) 292-0070
Deutsche Bank Securities
60 Wall Street
New York, NY 10005
Attention: Liability Management Group
Collect: (212) 250-2955
Toll-Free: (866) 627-0391
J.P. Morgan
383 Madison Avenue
New York, NY 10179
Attention: Liability Management Group
Collect: (212) 834-2494
Toll-Free: (866) 834-4666

The exchange agent and information agent for the Exchange Offers is:

D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Attn: Krystal Scrudato
Bank and Brokers Call Collect: (212) 269-5550
All Others, Please Call Toll-Free: (877) 283-0320

Email: rosetta@dfking.com

The Exchange Offers are being made pursuant to the terms and conditions set forth in Noble's Energy's preliminary prospectus, dated as of June 29, 2015 (the "Prospectus"), which forms a part of the Registration Statement, and the related Letter of Transmittal and Consent (the "Letter of Transmittal"). Tendered Rosetta Notes, and related consents, may be validly withdrawn at any time prior to the Expiration Date and Noble Energy may terminate or withdraw the Exchange Offers at any time for any reason.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities described herein and is also not a solicitation of the related consents. The Exchange Offers may be made only pursuant to the terms and conditions of the Prospectus, the Letter of Transmittal and the other related materials. A Registration Statement relating to the Noble Notes has been filed with the SEC but has not yet become effective. The Noble Notes may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement is declared effective by the SEC.

CONTACT: Brad Whitmarsh (281) 943-1670 brad.whitmarsh@nblenergy.com John Nicholson (281) 876-6186 john.nicholson@nblenergy.com

Source:Noble Energy