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Published on 11/5/2010 in the Prospect News High Yield Daily and Prospect News Liability Management Daily.

Frontier Oil begins tender offer, solicits consents for 6 5/8% notes

By Marisa Wong

Madison, Wis., Nov. 5 - Frontier Oil Corp. said it has started a cash tender offer and consent solicitation for any and all of its $150 million of outstanding 6 5/8% senior notes due 2011.

Frontier is soliciting consents to amend the indenture governing the notes.

The tender offer is scheduled to expire at midnight ET on Dec. 6.

Holders who deliver their consents before 5 p.m. ET on Nov. 19, the consent expiration, will receive the total consideration of $1,003 per $1,000 principal amount of notes. The total consideration includes a consent payment of $30 per $1,000 of notes.

Holders who tender their notes after the consent expiration but before the expiration time will receive a tender offer consideration of $973 per $1,000 of notes, which equals the total consideration less the consent payment.

Frontier will also pay accrued interest up to but excluding the payment date.

The tender offer is conditioned upon, among other things, holders of a majority of the outstanding principal amount tendering their notes and the company receiving replacement financing.

UBS Securities LLC (888 719-4210) and Credit Suisse Securities (USA) LLC (800 820-1653) are the dealer managers and solicitation agents for the tender offer and consent solicitation. Morrow & Co., Inc. (800 607-0088) is the information agent.

Frontier is a Houston-based independent oil refiner and wholesaler of refined petroleum products.


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