Harvest Operations Corp.

Harvest Operations Corp.

June 14, 2016 09:16 ET

Harvest Operations Announces Expiration of Exchange Offer and Consent Solicitation

CALGARY, ALBERTA--(Marketwired - June 14, 2016) - Harvest Operations Corp. ("Harvest") today announced that its previously announced offer to exchange (the "Exchange Offer") any and all of its outstanding 67/8% Senior Notes due 2017 (the "Old Notes") for new 2.33% Guaranteed Notes due 2021 (the "New Notes") issued by Harvest and unconditionally and irrevocably guaranteed (such guarantee, the "Guarantee") by Korea National Oil Corporation ("KNOC") and related consent solicitation (the "Consent Solicitation") to adopt amendments to the indenture governing the Old Notes, which include eliminating certain of the covenants therein expired at 11:59 p.m., New York City time, on June 13, 2016 (the "Expiration Time").

The Exchange Offer and Consent Solicitation were made pursuant to the terms and subject to the conditions set forth in the offering memorandum and consent solicitation statement dated May 16, 2016 (as amended or supplemented from time to time, the "Offering Memorandum") and the related letter of transmittal, and where applicable, the Canadian Private Placement Memorandum. Capitalized terms used and not defined in this announcement shall have the meaning given to them in the Offering Memorandum.

At the Expiration Time, valid tenders had been received in the amounts as set forth in the table below.

Title of Security CUSIP and ISIN Numbers Aggregate Principal Amount Outstanding
Aggregate Principal Amount Validly Tendered as of the Expiration Time

Percentage of Outstanding Amount Tendered
67/8% Senior Notes due 2017 CUSIP: 41754WAN1
ISIN: US41754WAN11
$500,000,000 $217,536,000 43.51%

Harvest expects to accept for exchange all Old Notes validly tendered and not validly withdrawn prior to the Expiration Time. Harvest had previously announced extending the Early Tender Time to the Expiration Time. Accordingly, Eligible Holders who validly tendered their Old Notes prior to the Expiration Time and are accepted by Harvest will receive the previously announced Total Exchange Consideration of $900 principal amount of New Notes for each 1,000 principal amount of Old Notes accepted for exchange (which includes an Early Tender Premium of $30 principal amount of New Notes for each $1,000 principal amount of Old Notes accepted for exchange). Eligible Holders will also receive in cash accrued and unpaid interest on any Old Notes accepted, from the last interest payment date up to, but excluding, the settlement date. The settlement date for the Exchange Offer and Consent Solicitation is expected to be within three business days after the Expiration Time.

Harvest has waived the conditions that (a) Harvest shall have received consents to the Proposed Amendments from holders of a majority of the outstanding principal amount of the Old Notes and (b) the Trustee for the Old Notes shall have executed and delivered a supplemental indenture relating to the Proposed Amendments. Accordingly, Harvest will not enter into a supplemental indenture effecting the Proposed Amendments in connection with the Consent Solicitation and, therefore, the terms of the Old Notes will remain unchanged.

Any questions or requests for assistance related to the Exchange Offer and Consent Solicitation or for copies of the Offering Memorandum and the related letter of transmittal may be directed to D.F. King & Co., Inc., the exchange agent and information agent in connection with the Exchange Offer and Consent Solicitation, at +1 (877) 732-3619 (U.S. toll-free) or +1 (212) 269-5550 (banks and brokers) or email at harvest@dfking.com.

This press release is not an offer to exchange or a solicitation of acceptance of an offer to exchange any securities and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful.

Neither the New Notes nor the Guarantee has been or will be qualified for distribution under applicable Canadian securities laws. The New Notes are being offered in the provinces and territories of Canada on a private placement basis in accordance with NI 45-106 without the filing of a prospectus. Neither the New Notes nor the Guarantee has been registered under the Securities Act, or any state securities laws of the United States, and they may not be offered or sold directly or indirectly within the United States or to or for the account or benefit of a U.S. person except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act.

HARVEST CORPORATE PROFILE

Harvest is a wholly-owned, subsidiary of KNOC. Harvest is a significant operator in Canada's energy industry offering stakeholders exposure to exploration, development and production of crude oil and natural gas (Upstream) and an oil sands project under construction and development in northern Alberta (BlackGold).

KNOC is a state owned oil and gas company engaged in the exploration and production of oil and gas along with storing petroleum resources. KNOC will fully establish itself as a global government-run petroleum company by applying ethical, sustainable and environment-friendly management and by taking corporate social responsibility seriously at all times. KNOC has also unconditionally and irrevocably guaranteed Harvest's 2.125% Guaranteed Notes due 2018. For more information on KNOC, please visit their website at www.knoc.co.kr/ENG/main.jsp.

ADVISORY

Certain information in this press release constitutes "forward-looking statements" which involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from future results, performance or achievements expressed or implied by such statements. Words such as "expects", "anticipates", "projects", "intends", "plans", "will", "believes", "seeks", "estimates", "should", "may", "could", and variations of such words and similar expressions are intended to identify such forward-looking statements. A list and description of the forward-looking statements contained herein and the risks, uncertainties and other matters regarding Harvest, KNOC, the Exchange Offer and Consent Solicitation, the New Notes and the Guarantee can be found in the Offering Memorandum.

Readers are cautioned that the forward-looking information may not be appropriate for other purposes and the actual results may differ materially from those anticipated. Although management believes that the forward-looking information is reasonable based on information available on the date such forward-looking statements were made, no assurances can be given as to future results, levels of activity and achievements. Therefore, readers are cautioned not to place undue reliance on forward-looking statements as there can be no assurance that the plans, intentions or expectations upon which they are based will occur. Although we consider such information reasonable at the time of preparation, it may prove to be incorrect and actual results may differ materially from those anticipated. Harvest assumes no obligation to update forward-looking statements should circumstances, estimates or opinions change, except as required by law. Forward-looking statements contained in this press release are expressly qualified by this cautionary statement

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