SOURCE: StatoilHydro

June 10, 2008 08:21 ET

STATOILHYDRO ASA ANNOUNCES CONSENT SOLICITATION RELATING TO OUTSTANDING NOTES AND DEBENTURES

STAVANGER, NORWAY--(Marketwire - June 10, 2008) -


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Stavanger, Norway - June 10, 2008. StatoilHydro ASA ("StatoilHydro") announced today the commencement of a solicitation of consents to amendments to certain of its outstanding debt securities and to certain outstanding debt securities of its wholly-owned subsidiary, StatoilHydro Petroleum AS ("StatoilHydro Petroleum"). The proposed amendments would give StatoilHydro the flexibility to restructure the group more along the lines of that which is customary for oil and gas companies including its market peers by permitting the transfer of assets substantially as an entirety to and among its principal subsidiaries without requiring such subsidiaries to assume the existing debt obligations of the parent company. In addition, the proposed amendments would conform the negative pledge covenants in certain of its outstanding debt securities.

The consent solicitation relates to (i) the Indenture (the "1992 Indenture") relating to its $300,000,000 6.36% Notes due 2009, $350,000,000 9.00% Debentures due 2012 (of which $152,853,000 are outstanding), $99,522,000 9.125% Debentures due 2014, $300,000,000 7.50% Debentures due 2016 (of which $243,825,000 are outstanding), $250,000,000 6.70% Debentures due 2018, $300,000,000 7.75% Debentures due 2023, $250,000,000 7.15% Debentures due 2025, $480,512,000 7.25% Debentures due 2027, $250,000,000 6.80% Debentures due 2028, and $275,000,000 7.15% Debentures due 2029 (collectively, the "1992 Indenture Securities"); (ii) the indenture (the "1994 Indenture") relating to its $500,000,000 7.25% Debentures due 2027 (of which $15,588,000 are outstanding), and the $100,000,000 9.125% Debentures due 2014 of StatoilHydro Petroleum (of which $478,000 are outstanding) (the "1994 Indenture Securities"); (iii) the Trust Deed (the "Trust Deed") relating to its £225,000,000 6.50% Notes due 2021 (of which £1,020,000 are outstanding, the "Sterling Notes") and EUR 400,000,000 6.25% Notes due 2010 (of which EUR 300,000,000 are outstanding, the "Euro Notes", and together with the Sterling Notes, the "European Securities"); (iv) the Fiscal and Paying Agency Agreements (the "Fiscal and Paying Agency Agreements") relating to its $500,000,000 5.125% Notes due 2014, $250,000,000 7.375% Debentures due 2016 (of which $153,000,000 are outstanding) and $500,000,000 6.50% Debentures due 2028 (collectively, the "Fiscal and Paying Agency Agreement Securities"); and (v) the Agency Agreement relating to its $250,000,000 77/8 per cent. Notes due 2022 and $100,000,000 6¿ per cent. Notes due 2023 (of which $80,000,000 are outstanding) (the "Agency Agreement Securities").

Subject to satisfaction of all acceptance conditions, StatoilHydro will make:

* early consent payments of $1.50 per $1,000 principal amount of the Securities of any series of the 1992 Indenture Securities, the 1994 Indenture Securities, the Fiscal and Paying Agency Agreement Securities, and the Agency Agreement Securities, EUR 1.50 per EUR 1,000 principal amount of the Euro Notes and £1.50 per £1,000 principal amount of the Sterling Notes to holders of such securities who have properly delivered valid and unrevoked consents with respect to such Securities on or prior to 5:00 p.m., New York City Time on June 20, 2008, or 5:00 p.m., Central European Time on June 20, 2008, in the case of the European Securities; or

* late consent payments of $0.50 per $1,000 principal amount of the Securities of any series of the 1992 Indenture Securities, the 1994 Indenture Securities, the Fiscal and Paying Agency Agreement Securities and the Agency Agreement Securities, and EUR 0.50 per EUR 1,000 principal amount of the Euro Notes and £0.50 per £1,000 principal amount of the Sterling Notes to holders of such Securities who have properly delivered valid consents with respect to such Securities on or prior to the Late Expiration Dates defined below.

The consent solicitation for the proposed amendments to the Fiscal and Paying Agent Agreement Securities and the Agency Securities will expire at 5:00 p.m., New York City Time, on June 27, 2008, the consent solicitation for the Proposed Amendments to the European Securities will expire at 5:00 p.m., Central European Time, on June 27, 2008, and the consent solicitation for the Proposed Amendments to the 1992 Indenture Securities and the 1994 Indenture Securities will expire at 5:00 p.m., New York City Time, on July 2, 2008 (the "Late Expiration Dates"), unless extended by StatoilHydro.

The consent solicitations for the 1992 Indenture Securities, the 1994 Indenture Securities, the Fiscal and Paying Agency Agreement Securities and the Agency Agent Securities are being made upon the terms and are subject to the conditions set forth in the respective consent solicitation statements dated June 10, 2008, which are being distributed to all holders of record as of June 9, 2008. The consent solicitation for the European Securities is being made upon the terms and is subject to the conditions set forth in a consent solicitation statement dated June 10, 2008. Meetings of the holders of the Fiscal and Paying Agency Agreement Securities, the Agency Agreement Securities and the Trust Deed Securities will be held on July 2, 2008, unless the consent solicitations are extended by StatoilHydro.

Merrill Lynch International, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Limited and UBS Securities LLC are acting as Joint Solicitation Agents. Questions with respect to the terms of the consent solicitation should be directed to Merrill Lynch, Pierce, Fenner & Smith Incorporated at +1 (888) ML4-TNDR (toll-free) and +1 (888) 654-8637, to Merrill Lynch International at +44 (0)20 7995-3715, to UBS Securities LLC at +1 (203) 719-4210 (collect) and +1 (888) 719-4210 (toll free) and to UBS Limited at +44 (0)20 7567-7480.

Global Bondholder Services Corporation ("GBSC") has been retained to act as Information Agent and Tabulation Agent with respect to the consent solicitation. Requests for assistance in completing and delivering the Consent Solicitation Statements, Consent Offer Statement, related documents, requests for additional copies of such documents and questions relating to the payment of the consent payments should be directed to GBSC at +1 866 387-1500 (toll-free) or +1 212 430-3774 (banks and brokers).

This document does not constitute an offer to exchange or sell or an offer to exchange or buy any securities.

Copyright © Hugin AS 2008. All rights reserved.

Contact Information

  • Reidar Gjærum
    senior vice president for corporate communication at StatoilHydro:
    Telephone: +47 908 55 101