Tullow Oil plc has announced the successful completion of the refinancing transaction.
Ian Perks, Chief Executive Officer of Tullow, explained: “The successful completion of this comprehensive refinancing agreement, supported by over 99% of bondholders and Glencore, is a significant achievement for Tullow.
By extending maturities and reducing our cash interest payments, we’ve strengthened our financial position to execute our business plan and realise the full potential of our assets.
“We are grateful for the support of our bondholders and Glencore, and look forward to continuing to work with them and all of our stakeholders going forward.”
Refinancing Transaction Summary
As part of the Refinancing Transaction, the Company or one of its subsidiaries:
- launched a consent solicitation from Eligible Holders of its Existing Notes pursuant to a consent solicitation statement dated 25 March 2026 (the “Consent Solicitation Statement”) to approve certain amendments and waivers to the indenture originally dated 17 May 2021 (as amended, restated and supplemented from time to time, including as amended and restated on 10 April 2026, the “Indenture”) and 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 and 24 April 2026),
- redeemed $100 million of its Existing Notes at par plus accrued and unpaid interest,
- released the remaining Existing Notes(together with all obligations and liabilities thereunder); (iv) issued c. $1.185 billion senior secured notes due 2028 (the “New Notes”) pursuant to the Indenture; (v) released all obligations and liabilities under its existing $400 million secured notes facility; (vi) issued c. $423 million of junior secured notes pursuant to a subscription agreement dated 24 April 2026; (vii) entered into a $100 million new super senior cargo prepayment facility; and (viii) issued $25 million of additional New Notes to Glencore pursuant a private placement subscription agreement. The New Notes issued pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) have been assigned ISIN US89941AAA07 and CUSIP 89941AAA0, and the New Notes issued pursuant to Regulation S under the Securities Act have been assigned ISIN USG9131AAA19 and CUSIP G9131AAA1.
As described in the Consent Solicitation Statement, the Implementation Deed entered into in connection with the Refinancing Transaction set out detailed, sequenced closing steps (the “Closing Steps”) and the mechanics to effect the Refinancing Transaction. The time at which all such Closing Steps have been completed, and the Refinancing Transaction fully implemented, is the “Transaction Effective Time”.
The Transaction Effective Time occurred today. As a result, the Lock-Up Agreement previously entered into with certain Noteholders and the NIF Noteholder has terminated in accordance with its terms.
