W&T Offshore Commences Cash Tender Offer and Consent Solicitation
W&T Offshore (NYSE: WTI) has initiated a cash tender offer for all outstanding $275 million of its 11.750% Senior Second Lien Notes due 2026. The company is offering $1,036.25 per $1,000 principal amount for notes tendered by January 27, 2025 (Early Tender Payment Deadline), which includes a $30.00 early tender payment. Notes tendered after this deadline but before February 11, 2025 (Expiration Time) will receive $1,006.25 per $1,000.
Alongside the tender offer, W&T is soliciting consents to eliminate substantially all restrictive covenants and certain default provisions in the notes' indenture. The offer is contingent on several conditions, including the issuance of $350 million in new senior second lien notes due 2029. The company plans to redeem any remaining 2026 notes on August 1, 2025.
W&T Offshore (NYSE: WTI) ha avviato un'offerta di acquisto in contante per tutti i 275 milioni di dollari dei suoi 11.750% Senior Second Lien Notes in scadenza nel 2026. La compagnia offre $1,036.25 per ogni $1,000 di valore nominale per le note presentate entro il 27 gennaio 2025 (Scadenza per il pagamento anticipato), che include un pagamento anticipato di $30.00. Le note presentate dopo questa scadenza ma prima dell'11 febbraio 2025 (Data di scadenza) riceveranno $1,006.25 per ogni $1,000.
Insieme all'offerta di acquisto, W&T sta sollecitando consensi per eliminare sostanzialmente tutte le clausole restrittive e alcune disposizioni relative ai default nel contratto delle note. L'offerta è soggetta a diverse condizioni, tra cui l'emissione di $350 milioni in nuove note senior second lien in scadenza nel 2029. La compagnia prevede di riscattare tutte le note rimanenti del 2026 il 1° agosto 2025.
W&T Offshore (NYSE: WTI) ha iniciado una oferta de compra en efectivo por todos los 275 millones de dólares de sus 11.750% Senior Second Lien Notes con vencimiento en 2026. La compañía está ofreciendo $1,036.25 por cada $1,000 de monto principal para las notas presentadas antes del 27 de enero de 2025 (Fecha límite para el pago anticipado), que incluye un pago anticipado de $30.00. Las notas presentadas después de esta fecha pero antes del 11 de febrero de 2025 (Fecha de vencimiento) recibirán $1,006.25 por cada $1,000.
Junto con la oferta de compra, W&T está solicitando consentimientos para eliminar sustancialmente todas las cláusulas restrictivas y algunas disposiciones de incumplimiento en el contrato de las notas. La oferta está sujeta a varias condiciones, incluida la emisión de $350 millones en nuevas notas senior second lien con vencimiento en 2029. La compañía planea redimir cualquier nota restante de 2026 el 1 de agosto de 2025.
W&T Offshore (NYSE: WTI)는 2026년 만기 11.750% Senior Second Lien Notes의 모든 2억 7천5백만 달러에 대해 현금 입찰 제안을 시작했습니다. 회사는 2025년 1월 27일 (조기 입찰 지급 마감일) 이전에 제출된 증서에 대해 1,036.25달러당 1,000달러의 금액을 제안하며, 이는 30.00달러의 조기 입찰 지급금을 포함합니다. 이 마감일 이후, 그러나 2025년 2월 11일 (만료 시간) 이전에 제출된 증서는 1,006.25달러당 1,000달러를 받을 것입니다.
입찰 제안과 함께 W&T는 증서의 계약에서 대부분의 제한 조항 및 특정 기본 조항을 제거하기 위한 동의를 요청하고 있습니다. 이 제안은 2029년 만기의 3억 5천만 달러의 새로운 선순위 제2 저당 증서 발행 등 여러 조건에 달려 있습니다. 회사는 2025년 8월 1일에 2026년 만기의 남은 증서를 상환할 계획입니다.
W&T Offshore (NYSE: WTI) a lancé une offre de rachat en espèces pour tous les 275 millions de dollars de ses 11,750 % Senior Second Lien Notes arrivant à échéance en 2026. La société propose 1,036.25 $ pour chaque 1,000 $ de montant principal pour les notes soumises d'ici le 27 janvier 2025 (Date limite de paiement anticipé), ce qui inclut un paiement anticipé de 30,00 $. Les notes soumises après cette date limite mais avant le 11 février 2025 (Heure d'expiration) recevront 1,006.25 $ pour chaque 1,000 $.
En parallèle de l'offre de rachat, W&T sollicite des consentements pour éliminer substantiellement toutes les clauses restrictives et certaines dispositions de défaut dans l'acte des notes. L'offre est conditionnée par plusieurs facteurs, y compris l'émission de 350 millions de dollars de nouvelles Senior Second Lien Notes arrivant à échéance en 2029. La société prévoit de racheter toutes les notes restantes de 2026 le 1er août 2025.
W&T Offshore (NYSE: WTI) hat ein Bargeldangebot für alle ausstehenden 275 Millionen Dollar seiner 11,750% Senior Second Lien Notes mit Fälligkeit 2026 gestartet. Das Unternehmen bietet 1,036.25 Dollar pro 1,000 Dollar Nennwert für noten, die bis zum 27. Januar 2025 (Frist für vorzeitige Tenderzahlung) eingereicht werden, einschließlich einer vorzeitigen Tenderzahlung von 30,00 Dollar. Noten, die nach dieser Frist, aber vor dem 11. Februar 2025 (Ablaufzeit) eingereicht werden, erhalten 1,006.25 Dollar pro 1,000 Dollar.
Zusammen mit dem Tenderangebot bittet W&T um Zustimmung zur Aufhebung nahezu aller beschränkenden Vereinbarungen und bestimmter Zahlungsunfähigkeitsbestimmungen im Vertrag der Noten. Das Angebot ist von mehreren Bedingungen abhängig, einschließlich der Emission von 350 Millionen Dollar in neuen Senior Second Lien Notes mit Fälligkeit 2029. Das Unternehmen plant, alle verbleibenden Noten von 2026 am 1. August 2025 einzulösen.
- Debt refinancing initiative to potentially improve capital structure
- New notes due 2029 would extend debt maturity profile
- Early tender premium of $30.00 per $1,000 provides incentive for noteholders
- Total consideration of $1,036.25 per $1,000 represents premium over face value
- New $350 million notes issuance indicates continued high leverage
- Elimination of protective covenants could reduce bondholder rights
Insights
This debt refinancing initiative represents a strategic move to optimize W&T Offshore's capital structure. The company is offering to purchase
The proposed elimination of restrictive covenants through the consent solicitation suggests management is seeking increased operational flexibility. This refinancing could potentially reduce interest expenses and extend debt maturities, though the new notes' interest rate will be important in determining the net financial benefit. The
The tender offer's structure reveals important market dynamics. The two-tiered pricing mechanism ($1,036.25 for early tenders vs. $1,006.25 for standard) creates urgency and incentivizes quick participation. The
The backup redemption plan for remaining notes on August 1, 2025, at
HOUSTON, Jan. 13, 2025 (GLOBE NEWSWIRE) -- W&T Offshore, Inc. (NYSE: WTI) (“W&T” or the “Company”) announced today that it has commenced a cash tender offer (the “Tender Offer”) for any and all of the outstanding
In conjunction with the Tender Offer, the Company is also soliciting consents (the “Consent Solicitation”) from the holders of the 2026 Senior Second Lien Notes for the adoption of proposed amendments (the “Proposed Amendments”), which would, among other things, eliminate substantially all of the restrictive covenants, as well as various events of default and related provisions contained in the indenture governing the 2026 Senior Second Lien Notes (the “Indenture”).
The Tender Offer and the Consent Solicitation are being made pursuant to an Offer to Purchase and Consent Solicitation Statement, dated January 13, 2025 (as amended or supplemented from time to time, the “Offer to Purchase”).
Holders who tender 2026 Senior Second Lien Notes must also consent to the Proposed Amendments to the Indenture. Holders of 2026 Senior Second Lien Notes may not deliver consents to the Proposed Amendments without validly tendering the 2026 Senior Second Lien Notes in the Tender Offer and may not revoke their consents without withdrawing the previously tendered 2026 Senior Second Lien Notes to which they relate. The Proposed Amendments will be set forth in a supplemental indenture relating to the 2026 Senior Second Lien Notes and are described in more detail in the Offer to Purchase. Adoption of the Proposed Amendments requires the delivery of consents by holders of 2026 Senior Second Lien Notes of a majority of the aggregate outstanding principal amount of 2026 Senior Second Lien Notes (not including any 2026 Senior Second Lien Notes that are owned by the Company or any of its affiliates) (the “Required Consents”).
Certain information regarding the 2026 Senior Second Lien Notes and the terms of the Tender Offer and the Consent Solicitation is summarized in the table below.
| Description of Notes | CUSIP/ISIN | Outstanding Principal Amount of Notes | Tender Consideration(1) + | Early Tender Payment(2) = | Total Consideration(3) | ||||
Senior Second Lien Notes due 2026 | 92922P AM8 (144A) U85254AG 2 (Reg S)/ US92922PAM86 and USU85254AG25 | ||||||||
(1) The amount to be paid for each
(2) The Early Tender Payment for 2026 Senior Second Lien Notes validly tendered and not validly withdrawn at or prior to the Early Tender Payment Deadline to be paid for each
(3) The total amount to be paid for each
The deadline for holders to validly tender 2026 Senior Second Lien Notes and deliver consents and be eligible to receive payment of the Total Consideration (as defined below), which includes the Early Tender Payment (as defined below), will be 5:00 p.m. (New York City time), on January 27, 2025, unless extended or earlier terminated by the Company in its sole discretion (such date and time, as the same may be modified, the “Early Tender Payment Deadline”). The Tender Offer will expire at 5:00 p.m. (New York City time), on February 11, 2025, unless extended or earlier terminated by the Company in its sole discretion (such date and time, as the same may be modified, the “Expiration Time”). 2026 Senior Second Lien Notes tendered may be withdrawn and consents for the Proposed Amendments delivered may be revoked at any time prior to 5:00 p.m. (New York City time), on January 27, 2025, unless extended by the Company (the “Withdrawal Deadline”), but not thereafter, unless required by applicable law.
The total consideration payable to holders for each
Assuming acceptance by the Company of 2026 Senior Second Lien Notes validly tendered pursuant to the Tender Offer, the Company intends to accept for purchase on the early settlement date all 2026 Senior Second Lien Notes validly tendered (and not validly withdrawn) at or prior to the Early Tender Payment Deadline. Payment in cash of an amount equal to the Total Consideration, plus Accrued Interest, for such accepted 2026 Senior Second Lien Notes will be made on the early settlement date, which is expected to be January 28, 2025, the next business day following the Early Tender Payment Deadline, unless the Early Tender Payment Deadline is extended by the Company in its sole discretion, or as promptly as practicable thereafter.
Assuming acceptance by the Company of 2026 Senior Second Lien Notes validly tendered pursuant to the Tender Offer, the Company intends to accept for purchase on the final settlement date all 2026 Senior Second Lien Notes validly tendered (and not validly withdrawn) after the Early Tender Payment Deadline, but at or prior to the Expiration Time. Payment in cash of an amount equal to the Tender Offer Consideration, plus Accrued Interest, for such accepted 2026 Senior Second Lien Notes will be made on the final settlement date that is expected to be February 13, 2025, two business days following the Expiration Time, unless the Expiration Time is extended by the Company in its sole discretion, or as promptly as practicable thereafter.
The Company’s obligation to accept for purchase, and to pay for, 2026 Senior Second Lien Notes validly tendered and not validly withdrawn pursuant to the Tender Offer is conditioned upon the satisfaction or, when applicable, waiver of certain conditions, which are more fully described in the Offer to Purchase, including, among others, a financing condition as described in the Offer to Purchase. In addition, subject to applicable law, the Company reserves the right, in its sole discretion, (i) to waive any condition to the Tender Offer and the Consent Solicitation, (2) to amend any of the terms of the Tender Offer and/or the Consent Solicitation or (3) to modify the Tender Offer Consideration or the Early Tender Payment; provided that in the event the Company modifies the Tender Offer Consideration or a dealer’s soliciting fee (if any) or increases or decreases the percentage of the 2026 Senior Second Lien Notes being sought in the Tender Offer, the Tender Offer will be extended, if necessary, such that the Expiration Time is at least 10 business days from the date of that notice of such change is first published or sent or given to holders of 2026 Senior Second Lien Notes. The Company is making the Tender Offer and the Consent Solicitation only in those jurisdictions where it is legal to do so.
On the early settlement date, which is expected to be January 28, 2025, and conditioned upon the receipt of the net proceeds from the Company’s proposed offering of Notes, the Company intends to issue a conditional notice of redemption for any 2026 Senior Second Lien Notes that remain outstanding following the consummation or termination of the Tender Offer and the Consent Solicitation. The Company anticipates that the conditional notice of redemption will call for the redemption of any Notes that remain outstanding on August 1, 2025. Such redemption is being made in accordance with the “optional redemption” provision of the Indenture, pursuant to which the 2026 Senior Second Lien Notes were issued, at a redemption price equal to
Morgan Stanley & Co. LLC is acting as dealer manager for the Tender Offer and as solicitation agent for the Consent Solicitation and can be contacted at (212) 761-1057 (collect) or (800) 624-1808 (toll-free) with questions regarding the Tender Offer and Consent Solicitation.
Copies of the Offer to Purchase are available to holders of 2026 Second Senior Lien Notes from D.F. King & Co., Inc., the information agent and tender agent for the Tender Offer and the Consent Solicitation. Requests for copies of the Offer to Purchase should be directed to D.F. King at (866) 620-2535 (toll-free), (212) 269-5550 (banks and brokers) or wtoffshore@dfking.com
Neither the Offer to Purchase nor any related documents have been filed with the U.S. Securities and Exchange Commission (“SEC”), nor have any such documents been filed with or reviewed by any federal or state securities commission or regulatory authority of any country. No authority has passed upon the accuracy or adequacy of the Offer to Purchase or any related documents, and it is unlawful and may be a criminal offense to make any representation to the contrary.
The Tender Offer and the Consent Solicitation are being made solely on the terms and conditions set forth in the Offer to Purchase. Under no circumstances shall this press release constitute an offer to buy or the solicitation of an offer to sell the 2026 Second Senior Lien Notes or any other securities of the Company or any of its subsidiaries. The Tender Offer and the Consent Solicitation are not being made to, nor will the Company accept tenders of 2026 Second Senior Lien Notes or deliveries of consents from, holders in any jurisdiction in which the Tender Offer and the Consent Solicitation or the acceptance thereof would not be in compliance with the securities of blue sky laws of such jurisdiction. This press release also is not a solicitation of consents to the Proposed Amendments to the indenture governing the 2026 Second Senior Lien Notes. No recommendation is made as to whether holders should tender their Notes or deliver their consents with respect to the 2026 Second Senior Lien Notes. Holders should carefully read the Offer to Purchase because it contains important information, including the terms and conditions of the Tender Offer and the Consent Solicitation.
About W&T Offshore
W&T Offshore, Inc. is an independent oil and natural gas producer, active in the exploration, development and acquisition of oil and natural gas properties in the Gulf of Mexico. As of September 30, 2024, the Company had working interests in 53 producing offshore fields in federal and state waters (which include 46 fields in federal waters and seven in state waters). The Company has under lease approximately 673,100 gross acres (515,400 net acres) spanning across the outer continental shelf off the coasts of Louisiana, Texas, Mississippi and Alabama, with approximately 514,000 gross acres on the conventional shelf, approximately 153,500 gross acres in the deepwater and 5,600 gross acres in Alabama state waters. A majority of the Company’s daily production is derived from wells it operates. For more information on W&T, please visit the Company’s website at www.wtoffshore.com.
Forward-Looking and Cautionary Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements other than statements of historical facts included in this release regarding the Company’s financial position, operating and financial performance, timing and completion of the Tender Offer and Consent Solicitation and timing and completion of the Notes offering are forward-looking statements. When used in this release, forward-looking statements are generally accompanied by terms or phrases such as “estimate,” “project,” “predict,” “believe,” “expect,” “continue,” “anticipate,” “target,” “could,” “plan,” “intend,” “seek,” “goal,” “will,” “should,” “may” or other words and similar expressions that convey the uncertainty of future events or outcomes, although not all forward-looking statements contain such identifying words. Items contemplating or making assumptions about actual or potential future production and sales, prices, market size, and trends or operating results also constitute such forward-looking statements.
These forward-looking statements are based on the Company’s current expectations and assumptions about future events and speak only as of the date of this release. While management considers these expectations and assumptions to be reasonable, they are inherently subject to significant business, economic, competitive, regulatory and other risks, contingencies and uncertainties, most of which are difficult to predict and many of which are beyond the Company’s control. Accordingly, you are cautioned not to place undue reliance on these forward-looking statements, as results actually achieved may differ materially from expected results described in these statements. The Company does not undertake, and specifically disclaims, any obligation to update any forward-looking statements to reflect events or circumstances occurring after the date of such statements, unless required by law.
Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially including, among other things, the regulatory environment, including availability or timing of, and conditions imposed on, obtaining and/or maintaining permits and approvals, including those necessary for drilling and/or development projects; the impact of current, pending and/or future laws and regulations, and of legislative and regulatory changes and other government activities, including those related to permitting, drilling, completion, well stimulation, operation, maintenance or abandonment of wells or facilities, managing energy, water, land, greenhouse gases or other emissions, protection of health, safety and the environment, or transportation, marketing and sale of the Company’s products; inflation levels; global economic trends, geopolitical risks and general economic and industry conditions, such as the global supply chain disruptions and the government interventions into the financial markets and economy in response to inflation levels and world health events; volatility of oil, NGL and natural gas prices; the global energy future, including the factors and trends that are expected to shape it, such as concerns about climate change and other air quality issues, the transition to a low-emission economy and the expected role of different energy sources; supply of and demand for oil, natural gas and NGLs, including due to the actions of foreign producers, importantly including OPEC and other major oil producing companies (“OPEC+”) and change in OPEC+’s production levels; disruptions to, capacity constraints in, or other limitations on the pipeline systems that deliver the Company’s oil and natural gas and other processing and transportation considerations; inability to generate sufficient cash flow from operations or to obtain adequate financing to fund capital expenditures, meet the Company’s working capital requirements or fund planned investments; price fluctuations and availability of natural gas and electricity; the Company’s ability to use derivative instruments to manage commodity price risk; the Company’s ability to meet the Company’s planned drilling schedule, including due to the Company’s ability to obtain permits on a timely basis or at all, and to successfully drill wells that produce oil and natural gas in commercially viable quantities; uncertainties associated with estimating proved reserves and related future cash flows; the Company’s ability to replace the Company’s reserves through exploration and development activities; drilling and production results, lower–than–expected production, reserves or resources from development projects or higher–than–expected decline rates; the Company’s ability to obtain timely and available drilling and completion equipment and crew availability and access to necessary resources for drilling, completing and operating wells; changes in tax laws; effects of competition; uncertainties and liabilities associated with acquired and divested assets; the Company’s ability to make acquisitions and successfully integrate any acquired businesses; asset impairments from commodity price declines; large or multiple customer defaults on contractual obligations, including defaults resulting from actual or potential insolvencies; geographical concentration of the Company’s operations; the creditworthiness and performance of the Company’s counterparties with respect to its hedges; impact of derivatives legislation affecting the Company’s ability to hedge; failure of risk management and ineffectiveness of internal controls; catastrophic events, including tropical storms, hurricanes, earthquakes, pandemics and other world health events; environmental risks and liabilities under U.S. federal, state, tribal and local laws and regulations (including remedial actions); potential liability resulting from pending or future litigation; the Company’s ability to recruit and/or retain key members of the Company’s senior management and key technical employees; information technology failures or cyberattacks; and governmental actions and political conditions, as well as the actions by other third parties that are beyond the Company’s control, and other factors discussed in W&T Offshore’s most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q found at www.sec.gov or at the Company’s website at www.wtoffshore.com under the Investor Relations section.
Disclaimer
This press release must be read in conjunction with the Offer to Purchase. This announcement and the Offer to Purchase contain important information which must be read carefully before any decision is made with respect to the Tender Offer and the Consent Solicitation. If any holder of Notes is in any doubt as to the actions it should take, it is recommended to seek its own legal, tax, accounting and financial advice, including as to any tax consequences, immediately from its stockbroker, bank manager, attorney, accountant or other independent financial or legal adviser. Any individual or company whose 2026 Senior Second Lien Notes are held on its behalf by a broker, dealer, bank, custodian, trust company or other nominee or intermediary must contact such entity if it wishes to participate in the Offer to Purchase. None of the Company, the dealer manager and solicitation agent, the information agent and tender agent and any person who controls, or is a director, officer, employee or agent of such persons, or any affiliate of such persons, makes any recommendation as to whether holders of 2026 Senior Second Lien Notes should participate in the Tender Offer.
| CONTACT: | Al Petrie | Sameer Parasnis |
| Investor Relations Coordinator | Executive VP and CFO | |
| investorrelations@wtoffshore.com | sparasnis@wtoffshore.com | |
| 713-297-8024 | 713-513-8654 |
FAQ
What is the total value of WTI's tender offer for 2026 Senior Second Lien Notes?
What is the early tender payment deadline for WTI's 2026 Notes?
How much will WTI pay for notes tendered before the early deadline?
When does WTI plan to redeem any remaining 2026 Notes?
What is the size of the new notes offering WTI plans to issue?
