Forest Oil Corporation (NYSE:FST) (Forest or the Company) today announced that it has priced its private offering to eligible purchasers of $500 million of 7.5% Senior Notes due 2020 (“the “Senior Notes”). The Senior Notes were priced at par. This represents a $200 million increase from our initial proposed offering of $300 million in Senior Notes. The Senior Notes will be guaranteed by Forest Oil Permian Corporation, a subsidiary of Forest. The offering is expected to close on September 17, 2012, subject to customary closing conditions.
Forest intends to use a portion of the net proceeds from the offering of approximately $490.2 million (after deducting the initial purchasers’ discount and estimated expenses) to fund the proposed redemption of 50% of the aggregate principal amount of its outstanding 8.5% Senior Notes due 2014 (the “2014 Notes”), and the balance to reduce borrowings under its bank credit facility. The principal amount outstanding of the 2014 Notes is $600 million. Pending the proposed redemption of the 2014 notes, the portion of the net proceeds necessary to fund that redemption will be used to temporarily reduce borrowings under Forest’s bank credit facility or for general corporate purposes.
The Senior Notes will be offered only to persons reasonably believed to be qualified institutional buyers in reliance upon Rule 144A under the Securities Act of 1933, as amended (the "Securities Act"), and to non-U.S. persons in transactions outside the United States in reliance upon Regulation S under the Securities Act.
The Senior Notes have not been registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws. This press release is being issued pursuant to Rule 135c under the Securities Act, and does not and shall not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation, or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. This press release does not and shall not constitute a notice of redemption of the 2014 Notes. Such notice will be given to holders of the 2014 Notes in the manner prescribed in the indenture governing the 2014 Notes and at the appropriate time.