Pogo Begins Tender Offer for Senior Notes

Pogo has commenced cash tender offers for $450 million outstanding principal amount of its 7.875% Senior Subordinated Notes due 2013 (CUSIP No. 730448 AV9), $300 million outstanding principal amount of its 6.625% Senior Subordinated Notes due 2015 (CUSIP No. 730448 AR8) and $500 million outstanding principal amount of its 6.875% Senior Subordinated Notes due 2017 (CUSIP No. 730448 AT4) (the "Notes").

Concurrently with each tender offer, Pogo is soliciting related consents from the holders of the Notes to eliminate substantially all the restrictive covenants and certain events of default from the indentures governing the Notes. The tender offers and consent solicitations are being made on the terms and subject to the conditions set forth in the Offer to Purchase and Consent Solicitation Statement dated October 3, 2007 and are being undertaken in anticipation of Pogo's pending merger into a subsidiary of Plains Exploration & Production Company ("PXP").

Unless extended or earlier terminated, the tender offers will expire at 5:00 p.m. (New York City Time) on November 5, 2007, and the consent solicitations will expire at 11:59 p.m. (New York City Time) on October 17, 2007.

Holders who validly tender Notes pursuant to the tender offers must consent to the proposed amendments to the indenture governing such Notes, and may not deliver consents without tendering related Notes. Tendered Notes may not be withdrawn, and consents may not be revoked, after 11:59 p.m. (New York City Time) on October 17, 2007. The total consideration to be paid for validly tendered Notes will be $1,012.50 per $1,000 principal amount, plus accrued and unpaid interest, which includes a $10.00 per $1,000 principal amount consent payment to holders who provide consents to the proposed amendments and tender their Notes by 11:59 p.m. (New York City Time) on October 17, 2007. Holders who validly tender Notes after 11:59 p.m. (New York City Time) on October 17, 2007 and prior to 5:00 p.m. (New York City Time) on November 5, 2007 will only receive $1,002.50 per $1,000 principal amount, plus accrued and unpaid interest. Pogo reserves the right to terminate, withdraw or amend the tender offers and consent solicitations at any time subject to applicable law. As of September 30, 2007, Pogo had approximately $1.3 billion of cash and cash equivalents and no outstanding borrowings under its revolving credit facility.

Pogo's obligation to accept for purchase and to pay for Notes in each tender offer is conditioned on, among other things:

  • The consummation of the merger of Pogo with and into a subsidiary of PXP; and
  • The receipt of sufficient consents to the proposed amendments to the indenture relating to that series of Notes and execution of a supplemental indenture containing such amendments

Each tender offer and consent solicitation is independent of the others, and the complete terms and conditions of the tender offers and consent solicitations are set forth in the tender offer documents, which are being sent to holders of Notes. Holders of Notes are urged to read the tender offer documents carefully.

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