Aker BP gives early results of capped tender offer for two 2026 notes

By Marisa Wong

Los Angeles, June 22 – Aker BP ASA announced the early results of its June 7 tender offer to purchase up to a maximum amount of its $500 million outstanding 2.875% senior notes due Jan. 15, 2026 (Cusip: 00973RAG8, R0139KAC4) and $1 billion outstanding 2% senior notes due July 15, 2026 (Cusip: 55037AAA6, N5369RAA7).

As of 5 p.m. ET on June 21, the early tender date, holders had tendered about $1.2 billion aggregate principal amount of notes.

Specifically, holders had tendered $370,267,000 of the January 2026 notes and $850,487,000 of the July 2026 notes as of the early deadline.

On June 14, the issuer set the capped maximum amount at $611.2 million aggregate purchase price, given the results of the any-and-all offer launched concurrently on June 7.

As reported June 8, the capped maximum amount is an amount of notes corresponding to a combined aggregate total consideration or late tender offer consideration, as applicable (excluding accrued interest), equal to $1 billion (increased from $500 million originally) less the aggregate total consideration (excluding accrued interest) applied in connection with the any-and-all tender offer.

The company will accept notes under the capped offer in the following order of priority:

• First, to the extent the capped maximum amount has not been exceeded, January 2026 notes that were tendered on or before the early tender date;

• Second, to the extent the capped maximum amount has not been exceeded, July 2026 notes that were tendered on or before the early tender date;

• Third, to the extent the capped maximum amount has not been exceeded, January 2026 notes tendered after the early tender date but on or before the expiration date; and

• Finally, to the extent the capped maximum amount has not been exceeded, July 2026 notes tendered after the early tender date but on or before the expiration date.

In other words, all notes tendered by the early tender date will be accepted in priority to all notes tendered after the early deadline, with the January 2026 notes having priority in acceptance over the July 2026 notes.

Pricing will be based on the 3.625% U.S. Treasury due May 15, 2026 and a fixed spread of 110 basis points for the January 2026 notes and 115 bps for the July 2026 notes.

Pricing was scheduled to be set at 11 a.m. ET on June 22.

The total consideration will include an early tender payment of $50 per $1,000 of notes tendered by the early tender date.

The company will also pay accrued interest.

Tenders may be subject to proration.

Tenders may no longer be withdrawn.

Settlement of early tenders under the capped offer will occur on June 23.

The capped offer will expire at 5 p.m. ET on July 7.

Final settlement of the capped offer is slated for July 11.

Any-and-all offer

Aker BP’s offer to purchase for cash any and all of its $500 million outstanding 3% senior notes due Jan. 15, 2025 (Cusip: 00973RAE3, R0139KAA8) expired at 5 p.m. ET on June 13.

Holders had tendered $403,532,000, or 80.71%, of the outstanding 2025 notes. The company accepted for purchase all of the tendered 2025 notes, as previously reported.

The $403,532,000 excluded $1.15 million of notes tendered under guaranteed delivery procedures. The guaranteed delivery expiration date was 5 p.m. ET on June 15.

Aker BP purchased the 2025 notes at $960.67 per $1,000 principal amount, plus accrued interest.

The purchase price was based on the 4.25% U.S. Treasury due May 31, 2025 and a fixed spread of 105 basis points. Pricing was set at 11 a.m. ET on June 13.

Settlement occurred on June 16.

More details

The offers are conditioned on the pricing of no less than $1 billion aggregate principal amount of new notes. Aker BP priced $1.5 billion of new notes with five- and 10-year tenors, as separately reported.

As previously reported, the company said it reserves the right to waive any and all conditions to any or all of the offers, including increasing the capped maximum amount.

The dealer managers for the tender offers are Citigroup Global Markets Ltd. (+44 20 7986 8969, 800 558-3745, 212 723-6106; liabilitymanagement.europe@citi.com), Credit Agricole Securities (USA) Inc. (866 807-6030; us.liabilitymanagement@ca-cib.com), DNB Markets, Inc. (212 681-3800; _minc_fis@dnb.no), ING Financial Markets LLC (+44 20 7767 6784, 646 424-8972; liability.management@ing.com), J.P. Morgan Securities LLC (212 834-4045, 866 834-4666) and MUFG Securities Americas Inc. (212 405-7481, 877 744-4532, +44 20 7628 5555, +33 1 70 91 42 55; DCM-LiabilityManagement@int.sc.mufg.jp).

The information and tender agent is D.F. King & Co., Inc. (212 269-5550, 800 549-6864; aker@dfking.com; www.dfking.com/aker).

Aker BP is a Lysaker, Norway-based oil exploration and development company.

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