Houston, July 14, 2015 (GLOBE NEWSWIRE) -- Noble Energy, Inc. ("Noble Energy") (NYSE: NBL) announced today that, as of 5:00 p.m., New York City time, on July 13, 2015 (the "Early Consent Date"), the aggregate principal amounts of each series of notes listed in the table below (collectively, the "Rosetta Notes") previously issued by Rosetta Resources Inc. ("Rosetta") had been validly tendered in connection with Noble Energy's previously announced offers to exchange the Rosetta Notes for new notes to be issued by Noble Energy (collectively, the "Noble Notes"), and the related solicitation of consents to amend the indentures governing the Rosetta Notes (collectively, the "Exchange Offers"). The Exchange Offers are conditioned upon, among other things, the receipt of valid consents from the holders of a majority in outstanding principal amount of each series of Rosetta Notes and consummation of Noble Energy's previously announced acquisition of all of the common stock of Rosetta through the merger of Rosetta with a newly formed, wholly owned subsidiary of Noble Energy. The obligations of Noble Energy and Rosetta to complete the merger are each subject to the satisfaction (or waiver by both Rosetta and Noble Energy) of certain conditions, including approval of the merger by vote of the holders of a majority of the outstanding shares of Rosetta common stock. A Registration Statement on Form S-4 (File No. 333-205313) (the "Registration Statement") relating to the issuance of the Noble Notes was filed with the Securities and Exchange Commission ("SEC") on June 29, 2015, but has not yet been declared effective.
| Series of Rosetta Notes to be Exchanged | CUSIP | Aggregate Principal Amount Outstanding | Tenders and Consents Received as of the Early Consent Date | Percentage of Total Outstanding Principal Amount of such Series of Rosetta Notes |
| 5.625% Senior Notes due May 1, 2021 | 777779 AD1 | $700,000,000 | $691,359,000 | 98.77% |
| 5.875% Senior Notes due June 1, 2022 | 777779 AE9 | $600,000,000 | $597,491,000 | 99.58% |
| 5.875% Senior Notes due June 1, 2024 | 777779 AF6 | $500,000,000 | $498,651,000 | 99.73% |
The Exchange Offers are being made pursuant to the terms and conditions set forth in Noble Energy's preliminary prospectus, dated as of June 29, 2015, which forms a part of the Registration Statement, and the related Letter of Transmittal and Consent (the "Letter of Transmittal") that contain a more complete description of the terms and conditions of the Exchange Offers. Tendered Rosetta Notes, and related consents, may be validly withdrawn at any time prior to the Expiration Date (as defined below) and Noble Energy may terminate or withdraw the Exchange Offers at any time for any reason. Subject to the Registration Statement being declared effective, the Exchange Offers will expire at 11:59 p.m., New York City time, on July 27, 2015, unless extended or terminated (the "Expiration Date").
The dealer managers for the Exchange Offers are:
| BofA Merrill Lynch 214 North Tryon Street 21st Floor Charlotte, NC 28255 Attention: Liability Management Group Collect: (980) 683-3215 Toll-Free: (888) 292-0070 |
Deutsche Bank Securities 60 Wall Street New York, NY 10005 Attention: Liability Management Group Collect: (212) 250-2955 Toll-Free: (866) 627-0391 |
J.P. Morgan 383 Madison Avenue New York, NY 10179 Attention: Liability Management Group Collect: (212) 834-2494 Toll-Free: (866) 834-4666 |
The exchange agent and information agent for the Exchange Offers is:
D.F. King & Co., Inc.
48 Wall Street, 22nd Floor
New York, New York 10005
Attn: Krystal Scrudato
Bank and Brokers Call Collect: (212) 269-5550
All Others, Please Call Toll-Free: (877) 283-0320
Email: rosetta@dfking.com
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities described herein and is also not a solicitation of the related consents. The Exchange Offers may be made only pursuant to the terms and conditions of the Prospectus, the Letter of Transmittal and the other related materials. A Registration Statement relating to the Noble Notes has been filed with the SEC but has not yet become effective. The Noble Notes may not be sold, nor may offers to buy be accepted, prior to the time the Registration Statement is declared effective by the SEC.