Noble Energy, Inc. announced a series of transactions, consisting of a new term loan and cash tender offers for certain outstanding notes, which collectively enhance its financial flexibility. Noble Energy has entered into a new three-year term loan agreement with seven lending institutions for a principal amount of up to $1.4 billion. Provisions of the term loan agreement, including pricing and covenants, are consistent with those contained in the company's existing $4.0 billion revolving credit facility.

Borrowings under the term loan agreement may be pre-paid in full or in part at any time prior to its maturity without premium. In connection with the foregoing term loan commitments, Noble Energy has simultaneously launched cash tender offers for the following series of its notes: 5.875% Senior Notes due 2024, 5.875% Senior Notes due 2022 and 5.625% Senior Notes due 2021, all of which were originally assumed as part of the Rosetta Resources Inc. merger. The maximum aggregate purchase price (exclusive of accrued interest) of Notes to be purchased will be limited to approximately $1.4 billion.

The borrowings under the term loan facility will be used solely to fund the Tender Offers. The Tender Offers will expire at 11:59 p.m., New York City time, on February 3, 2016, unless extended or earlier terminated by Noble Energy. No tenders submitted after the Expiration Date will be valid.

Subject to the terms and conditions of the Tender Offers, the consideration for each $1,000 principal amount of Notes validly tendered (and not validly withdrawn) and accepted for purchase pursuant to the Tender Offers will be the tender offer consideration for such series of Notes set in the table above (with respect to each series of Notes, the Tender Offer Consideration). Holders of Notes that are validly tendered (and not validly withdrawn) at or prior to 5:00 p.m., New York City time, on January 20, 2016 (such date and time, as it may be extended, the Early Tender Date) and accepted for purchase pursuant to the Tender Offers will receive the applicable Tender Offer Consideration for such series, plus the early tender premium for such series of Notes set in the table above (with respect to each series of Notes, the Early Tender Premium and, together with the applicable Tender Offer Consideration, the Total Consideration). Holders of Notes tendering their Notes after the Early Tender Date will not be eligible to receive the Early Tender Premium.

Tendered Notes may be withdrawn from the Tender Offers at or prior to 5:00 p.m., New York City time, on January 20, 2016, unless extended by Noble Energy (such date and time, as it may be extended, the Withdrawal Deadline). Holders of Notes who tender their Notes after the Withdrawal Deadline, but prior to the Expiration Date, may not withdraw their tendered Notes.