Tendered Notes may be withdrawn before 5:00 p.m., New York City time, on October 17, 2018 (unless extended, the “Withdrawal Time”), but not thereafter, except under limited circumstances. Any extension, termination or amendment of any of the Tender Offers will be followed as promptly as practicable by a public announcement thereof.
Each Tender Offer is subject to the satisfaction of certain conditions including: (1) consummation of a capital markets debt offering raising proceeds in an amount sufficient, when taken together with cash on hand and borrowings under W&T Offshore’s revolving bank credit facility, to pay the aggregate consideration for all the tendered Notes, plus all fees and expenses incurred in connection with the Tender Offers, including accrued and unpaid interest on such Notes and to repay outstanding term loan indebtedness and (2) certain other customary conditions.
We currently intend to exercise our right to redeem any Notes that remain outstanding after the Tender Offers, although we have no legal obligation to do so.
The complete terms and conditions of the Tender Offers are described in the Offer to Purchase dated October 3, 2018, copies of which may be obtained from D.F. King & Co., Inc., the tender agent and information agent for the Tender Offers, at (800)207-2872 (US toll free) or, for banks and brokers, (212)269-5550, or email at wti@dfking.com.
W&T Offshore has engaged Morgan Stanley & Co. LLC to act as the exclusive dealer manager in connection with the Tender Offers. Questions regarding the terms of the Tender Offers may be directed to Morgan Stanley & Co. LLC, Liability Management Group, at (800)624-1808 (US toll free) and (212)761-1057 (collect).
None of W&T Offshore, the dealer manager or the tender agent and information agent or their respective affiliates are making any recommendation as to whether or not holders should tender all or any portion of their Notes in the Tender Offers.
This announcement is not an offer to purchase or a solicitation of an offer to purchase with respect to any securities. The Tender Offers are being made solely by the Offer to Purchase dated October 3, 2018. The Tender Offers are not being made to holders of Notes in any jurisdiction in which the making or acceptance thereof would not be in compliance with the securities or other laws of such jurisdiction.
About W&T Offshore
W&T Offshore, Inc. is an independent oil and natural gas producer with operations offshore in the Gulf of Mexico and has grown through acquisitions, exploration and development. The Company currently has working interests in 48 producing fields in federal and state waters and has under lease approximately 650,000 gross acres, including approximately 440,000 gross acres on the Gulf of Mexico Shelf and approximately 210,000 gross acres in the deepwater. A majority of the company’s daily production is derived from wells it operates.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements reflect our current views with respect to future events, based on what we believe are reasonable assumptions. No assurance can be given, however, that these events will occur. These statements are subject to risks and uncertainties that could cause actual results to differ materially including, among other things, market conditions, oil and gas price volatility, uncertainties inherent in oil and gas production operations and estimating reserves, unexpected future capital expenditures, competition, the success of our risk management activities, governmental regulations, uncertainties and other factors discussed in W&T Offshore’s Annual Report on Form10-K for the year ended December 31, 2017 and subsequent Form10-Q reports found atwww.sec.gov or at our website atwww.wtoffshore.com under the Investor Relations section. Investors are urged to consider closely the disclosures and risk factors in these reports.