Refinancing Transaction Update
Tullow Oil receives 97% noteholder consent for $1.285bn refinancing of 2026 senior notes.
- Outstanding principal amount of Notes $1,285,245,000
- Coupon on existing Notes 10.25%
- Maturity of existing Notes 2026
- Noteholder consent obtained 97%
- Consent threshold required 90%
- Redemption fee on new notes 1.00%
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(Regulation S Notes: ISIN USG91237AB60, Common Code G91237AB6; Rule 144A Notes: ISIN US899415AG89, Common Code 899415AG8)
(together, the "Notes")
8 April 2026 - Further to recent announcements regarding the proposed refinancing transaction (the "Refinancing Transaction"), Tullow Oil plc ("Tullow" or the "Company") is pleased to announce that as at 11 P.M. (UK time) on 7 April 2026, holders of the Notes (the "Holders") representing more than 97% of the aggregate outstanding principal amount of the existing Notes have provided consents to approve (i) certain amendments (the "Proposed Indenture Amendments") to the indenture dated as of 17 May 2021, as amended, supplemented or otherwise modified from time to time (including as supplemented by the first supplemental indenture dated 18 December 2025, the "Indenture") providing for the issuance of the Notes and to the intercreditor agreement originally dated 6 May 2021, as amended, supplemented or otherwise modified from time to time (including as amended and restated on 11 November 2023), (ii) the release of the existing Notes and issuance of New Notes as a new series of notes under the Amended and Restated Indenture and (iii) certain waivers under the Indenture to permit the release of Collateral in connection with the Refinancing Transaction (the "Waiver" and, together with (i) and (ii), the "Amendments"), in each case upon the terms, and subject to the conditions set forth in the consent solicitation statement, dated 25 March 2026 (the "Consent Solicitation Statement"). Adoption of the Amendments required the consent of Holders representing at least 90% in aggregate principal amount outstanding of the existing Notes (the "Requisite Consents"), which was obtained on 7 April 2026.
As soon as practicable following the receipt of the Requisite Consents, Tullow, the trustee and the other parties to the Indenture, inter alios, shall execute (such time of execution being the "Effective Time") (i) the second supplemental indenture to the Indenture to amend the Indenture to permit the redemption of the existing Notes on a pro rata basis, reduce the minimum denominations of the Notes and implement the Waiver (the "Second Supplemental Indenture") and (ii) the third supplemental indenture to the Indenture to amend the Indenture to reflect the other Proposed Indenture Amendments (the "Third Supplemental Indenture"). Subject to the required consents being received from required other parties to the Intercreditor Agreement, the parties to the Intercreditor Agreement will also enter into an amendment and restatement agreement to amend and restate the Intercreditor Agreement. As at the Effective Time, consents submitted are no longer permitted to be revoked. The Second Supplemental Indenture becomes effective and operative at the Effective Time. Although the Third Supplemental Indenture becomes effective at the Effective Time, neither the Proposed A&R Indenture Amendments nor the Proposed ICA Amendments will become operative until satisfaction of the terms and conditions set forth in the Consent Solicitation Statement at the Settlement Date. All present and future Holders of the existing Notes will be bound by the Second Supplemental Indenture, the Third Supplemental Indenture and the amended and restated Intercreditor Agreement, respectively, whether or not such Holder delivered a consent or participated in the Consent Solicitation.
Eligible Holders may still continue to vote in the Consent Solicitation until the Consent Solicitation expires at 11:59 P.M. (New York City time), 21 April 2026, unless extended by Tullow (the "Expiration Time"). Tullow may, in its sole discretion, terminate, extend or amend the Consent Solicitation at any time as described in the Consent Solicitation Statement.
As described in the Consent Solicitation Statement, all Holders (whether or not they have participated in the Consent Solicitation) shall (i) on 23 April 2026, have a portion of their existing Notes redeemed, at par and pro rata with all other Holders and receive accrued and unpaid interest on their share of the Existing Notes Redemption Amount and (ii) receive, on 24 April 2026, (a) the New Notes, (b) accrued and unpaid interest in connection with the existing Notes then outstanding and (c) a 1.00% fee calculated by reference to the aggregate principal amount of the existing Notes outstanding as of the Expiration Time.
Capitalized terms used, but not defined herein have the meanings ascribed to such terms in the Consent Solicitation Statement. Copies of the Consent Solicitation Statement pursuant to which the Consent Solicitation is being effectuated may be, together with any other documentation Tullow may publish from time to time, obtained from the information and tabulation agent Kroll Issuer Services Limited via the Transaction Website at https://deals.is.kroll.com/tullow.
LinkedIn: www.linkedin.com/company/Tullow-Oil
X: www.X.com/TullowOilplc
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