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 nfg@dfking.com.
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.

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Source: National Fuel Gas Company