Refinancing Transaction Update

Tullow Oil PLC

08 April 2026

 

Tullow Oil plc

Refinancing Transaction Update: Requisite Consents Received in Consent Solicitation Relating to

$1,285,245,000 10.25% Senior Secured Notes due 2026

(Regulation S Notes: ISIN USG91237AB60, Common Code G91237AB6; Rule 144A Notes: ISIN US899415AG89, Common Code 899415AG8)

(together, the "Notes")

8 April 2026 - Further to recent announcements regarding the proposed refinancing transaction (the "Refinancing Transaction"), Tullow Oil plc ("Tullow" or the "Company") is pleased to announce that as at 11 P.M. (UK time) on 7 April 2026, holders of the Notes (the "Holders") representing more than 97% of the aggregate outstanding principal amount of the existing Notes have provided consents to approve (i) certain amendments (the "Proposed Indenture Amendments") to the indenture dated as of 17 May 2021, as amended, supplemented or otherwise modified from time to time (including as supplemented by the first supplemental indenture dated 18 December 2025, the "Indenture") providing for the issuance of the Notes and to the intercreditor agreement originally dated 6 May 2021, as amended, supplemented or otherwise modified from time to time (including as amended and restated on 11 November 2023), (ii) the release of the existing Notes and issuance of New Notes  as a new series of notes under the Amended and Restated Indenture and (iii) certain waivers under the Indenture to permit the release of Collateral in connection with the Refinancing Transaction (the "Waiver" and, together with (i) and (ii), the "Amendments"), in each case upon the terms, and subject to the conditions set forth in the consent solicitation statement, dated 25 March 2026 (the "Consent Solicitation Statement"). Adoption of the Amendments required the consent of Holders representing at least 90% in aggregate principal amount outstanding of the existing Notes (the "Requisite Consents"), which was obtained on 7 April 2026.

As soon as practicable following the receipt of the Requisite Consents, Tullow, the trustee and the other parties to the Indenture, inter alios, shall execute (such time of execution being the "Effective Time") (i) the second supplemental indenture to the Indenture to amend the Indenture to permit the redemption of the existing Notes on a pro rata basis, reduce the minimum denominations of the Notes and implement the Waiver (the "Second Supplemental Indenture") and (ii) the third supplemental indenture to the Indenture to amend the Indenture to reflect the other Proposed Indenture Amendments (the "Third Supplemental Indenture"). Subject to the required consents being received from required other parties to the Intercreditor Agreement, the parties to the Intercreditor Agreement will also enter into an amendment and restatement agreement to amend and restate the Intercreditor Agreement. As at the Effective Time, consents submitted are no longer permitted to be revoked. The Second Supplemental Indenture becomes effective and operative at the Effective Time. Although the Third Supplemental Indenture becomes effective at the Effective Time, neither the Proposed A&R Indenture Amendments nor the  Proposed ICA Amendments will become operative until satisfaction of the terms and conditions set forth in the Consent Solicitation Statement at the Settlement Date. All present and future Holders of the existing Notes will be bound by the Second Supplemental Indenture, the Third Supplemental Indenture and the amended and restated Intercreditor Agreement, respectively, whether or not such Holder delivered a consent or participated in the Consent Solicitation.

Eligible Holders may still continue to vote in the Consent Solicitation until the Consent Solicitation expires at 11:59 P.M. (New York City time), 21 April 2026, unless extended by Tullow (the "Expiration Time"). Tullow may, in its sole discretion, terminate, extend or amend the Consent Solicitation at any time as described in the Consent Solicitation Statement.

As described in the Consent Solicitation Statement, all Holders (whether or not they have participated in the Consent Solicitation) shall (i) on 23 April 2026, have a portion of their existing Notes redeemed, at par and pro rata with all other Holders and receive accrued and unpaid interest on their share of the Existing Notes Redemption Amount and (ii) receive, on 24 April 2026, (a) the New Notes, (b) accrued and unpaid interest in connection with the existing Notes then outstanding and (c) a 1.00% fee calculated by reference to the aggregate principal amount of the existing Notes outstanding as of the Expiration Time.

Capitalized terms used, but not defined herein have the meanings ascribed to such terms in the Consent Solicitation Statement. Copies of the Consent Solicitation Statement pursuant to which the Consent Solicitation is being effectuated may be, together with any other documentation Tullow may publish from time to time, obtained from the information and tabulation agent Kroll Issuer Services Limited via the Transaction Website at https://deals.is.kroll.com/tullow.

CONTACTS
Tullow Investor Relations [e-mail] Matthew Evans	Camarco (Media) ([phone]) Billy Clegg Georgia Edmonds Rebecca Waterworth

Notes to editors

Tullow is an independent energy company committed to building a better future through the responsible oil and gas development of its core producing assets in Ghana. The Group is quoted on the London and Ghanaian stock exchanges (symbol: TLW). For further information, please refer to: www.tullowoil.com.

Follow Tullow on:

LinkedIn: www.linkedin.com/company/Tullow-Oil

X: www.X.com/TullowOilplc

Legal disclaimer

This announcement is for information purposes only and does not constitute an offer to purchase Notes, a solicitation of an offer to sell Notes or a solicitation of consents of holders and shall not be deemed to be an offer to purchase, a solicitation of an offer to sell or a solicitation of consents with respect to any securities of Tullow or its affiliates. None of Tullow, the information and tabulation agent, the trustee or any other person makes any recommendation as to whether or not holders should deliver Consents. Each holder must make its own decision as to whether or not to deliver Consents.

The communication of the Consent Solicitation Statement and any other documents or materials relating to the Consents is not being made, and such documents and/or materials have not been approved, by an authorized person in the United Kingdom and is for distribution only to persons who (i) have professional experience in matters relating to investments falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (as amended, the "Financial Promotion Order"), (ii) are persons falling within Article 49(2)(a) to (d) (high net worth companies, unincorporated associations, partnerships or high value trusts etc.) of the Financial Promotion Order, (iii) are outside the United Kingdom or (iv) are persons to whom an invitation or inducement to engage in investment activity within the meaning of section 21 of the Financial Services and Markets Act 2000 (the "FSMA") in connection with the issue or sale of any securities may otherwise lawfully be communicated or caused to be communicated (all such persons together being referred to as "Relevant Persons"). The Consent Solicitation Statement is directed only at Relevant Persons and must not be acted on or relied on by persons who are not Relevant Persons and will be engaged only with Relevant Persons.

The making of the Consent Solicitation may be restricted by the laws and regulations in some jurisdictions. Persons into whose possession the Consent Solicitation Statement comes must inform themselves about and observe these restrictions.

This release and the information contained herein are for information purposes only and do not constitute a prospectus or an offer to sell, or a solicitation of an offer to buy or subscribe for, any securities in the United States of America or in any other jurisdiction.

This press release includes forward-looking statements within the meaning of the securities laws of certain applicable jurisdictions. These forward-looking statements include, but are not limited to, all statements other than statements of historical facts contained in this press release, including, without limitation, those regarding the Group's or any of its affiliate's future financial position and results of operations, their strategy, plans, objectives, goals and targets, future developments in the markets in which they participate or are seeking to participate or anticipated regulatory changes in the markets in which they operate or intend to operate. In some cases, these forward-looking statements can be identified by terminology such as "aim," "anticipate," "believe," "continue," "could," "estimate," "expect," "forecast," "guidance," "intend," "may," "plan," "potential," "predict," "projected," "should," or "will" or the negative of such terms or other comparable terminology.

By their nature, forward-looking statements involve known and unknown risks, uncertainties and other factors because they relate to events and depend on circumstances that may or may not occur in the future. Readers are cautioned that forward-looking statements are not guarantees of future performance and are based on numerous assumptions and that the Group's or any of its affiliate's actual results of operations, financial condition and liquidity, and the development of the industries in which they operate, may differ materially from (and be more negative than) those made in, or suggested by, the forward-looking statements contained in this press release. In addition, even if the Group's or any of its affiliate's results of operations, financial condition and liquidity, and the development of the industries in which they operate, are consistent with the forward-looking statements contained in this press release, those results or developments may not be indicative of results or developments in subsequent periods. The Company undertakes no obligation and does not intend to update these forward-looking statements.

 

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