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National Fuel Announces Launch of Consent Solicitation with Respect to its 7.395% Medium-Term Notes, Series B due 2023 and 7.375% Medium-Term Notes, Series C due 2025

July 1, 2015 5:18 PM EDT

WILLIAMSVILLE, N.Y.--(BUSINESS WIRE)-- National Fuel Gas Company (NYSE: NFG) (“National Fuel”) announced today the commencement of a consent solicitation (the “Consent Solicitation”) to holders of record as of 5:00 p.m., New York City time, on June 30, 2015, to amend (the “Proposed Amendments”) the indenture, as supplemented (the “1974 Indenture”), governing National Fuel’s (i) 7.395% Medium-Term Notes, Series B due 2023 (CUSIP No. 63618EAM3) (the “Series B Notes”) and (ii) 7.375% Medium-Term Notes, Series C due 2025 (CUSIP No. 63618EAR2) (the “Series C Notes” and, together with the Series B Notes, the “Notes”).

If holders (“Holders”) of requisite consents deliver and do not revoke a consent to the Proposed Amendments at or prior to the Expiration Time (as defined below), and if the conditions set forth in the consent solicitation statement, dated July 1, 2015, (as may be amended or supplemented from time to time, the “Consent Solicitation Statement”) have been satisfied or, where possible, waived, National Fuel will make a cash payment of $10.00 per $1,000 principal amount of Series B Notes in the case of the Series B Notes and $10.00 per $1,000 principal amount of Series C Notes in the case of the Series C Notes (each, a “Consent Payment”) to each Holder of record who has validly delivered and not revoked a consent at or prior to the Expiration Time. If the requisite consents are not received, and, as a result the Proposed Amendments do not become effective, no Consent Payment will be made with respect to the Notes.

The Consent Solicitation will expire at 5:00 p.m., New York City time, on July 15, 2015, unless extended or earlier terminated (such date and time, as National Fuel may extend from time to time with respect to the Notes, the “Expiration Time”).

This press release does not set forth all of the terms and conditions of the Consent Solicitation. Holders should carefully read the Consent Solicitation Statement and the accompanying materials for a complete description of all terms and conditions of the Consent Solicitation before making any decision with respect to the Consent Solicitation. Additional information concerning the terms and conditions of the Consent Solicitation, and the procedure for delivering consents, may be obtained from the solicitation agent, J.P. Morgan Securities LLC at (212) 834-4811 or toll free at (866) 834-4666. Copies of the Consent Solicitation Statement and related documents may be obtained from the information agent, D.F. King & Co, Inc., by calling (877) 536-1564 or (212) 269-5550 for banks and brokers or by email at [email protected]. None of National Fuel, the trustee for the Notes, J.P. Morgan Securities LLC, D.F. King & Co., Inc. or any of their respective affiliates is making any recommendation as to whether or not Holders should deliver their consent to the Proposed Amendments.

This announcement is for informational purposes only and is neither an offer to sell nor a solicitation of an offer to buy any series of Notes or any other securities. This announcement is also not a solicitation of consents with respect to the Proposed Amendments or any securities. The solicitations of consents are not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitations under applicable state or foreign securities or “blue sky” laws.

National Fuel is an integrated energy company comprised of the following five operating segments: Exploration and Production, Pipeline and Storage, Gathering, Utility, and Energy Marketing. Additional information about National Fuel is available at www.nationalfuelgas.com.

National Fuel Gas Company
Analysts:
Brian M. Welsch, 716-857-7875

Source: National Fuel Gas Company



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