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Refinancing Transaction Update

In brief · summary, not quotable

Tullow Oil refinancing of $1.285bn notes approved by over 99% of holders; settlement expected 24 April 2026.

  • Outstanding Notes $1,285,245,000
  • Interest rate on existing Notes 10.25%
  • Consent rate over 99%
  • Settlement fee 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")

22 April 2026 - Further to recent announcements regarding the proposed refinancing transaction (the "Refinancing Transaction"), Tullow Oil plc ("Tullow" or the "Company") announces the expiration and results of the previously announced consent solicitation (the "Consent Solicitation") from Eligible Holders of the existing Notes, 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"), 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").

The Consent Solicitation expired at 11:59 P.M. New York City time on 21 April 2026 (the "Expiration Time"). As at the Expiration Time, the Company has received valid and unrevoked consents representing more than 99% of the outstanding principal amount of the existing Notes. The Settlement Date is expected to occur on 24 April 2026.

Eligible Holders may not revoke validly delivered consents as the Revocation Deadline has passed.

On 10 April 2026, Tullow, the trustee and the other parties to the Indenture executed (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"). The Second Supplemental Indenture became operative on the date thereof, but the other Amendments will only become operative on the Settlement Date upon the satisfaction of certain conditions set forth in the Consent Solicitation Statement.

As described in the Consent Solicitation Statement and subject to the satisfaction of certain conditions set forth therein, 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.

LinkedIn: www.linkedin.com/company/Tullow-Oil

X: www.X.com/TullowOilplc

Cleaned text: letterheads, contacts and legal notices removed. View the original announcement ↗ · Company filings. Not investment advice.

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