Tullow Oil has entered into a binding Lock-Up Agreement to implement a refinancing transaction with holders of c.66% of its $1,285,245,000 10.25% senior secured notes due May 2026 and with Glencore Energy UK.

This is an important milestone for Tullow as the Refinancing Transaction releases its Senior Secured Notes and issues new Extended Notes with a maturity increased by over two years to November 2028, reduces total cash interest and provides a stable platform for Tullow to deliver its investment programme and realise the full value of its assets to support a longer term refinancing and/or explore asset value maximisation opportunities.

Ian Perks, Chief Executive Officer of Tullow, commented:
“Securing support from c.66% of Noteholders alongside Glencore is a strong vote of confidence in our assets, our team and our strategy. By extending maturities and optimising our cash interest profile, we have secured the financial runway to improve performance, execute our business plan and secure additional value for stakeholders.

“We will continue to work closely with all of our stakeholders, including the Government of Ghana, given the national importance of our assets. With this strong creditor support in place, we expect the Refinancing Transaction to complete in the second quarter of 2026.”

Key features of the Refinancing Transaction

• Release of Senior Secured Notes and issuance of new Extended Notes maturing 15 November 2028, together with a paydown of at least $100 million, extending the Company’s debt maturity profile and creating runway to deliver the investment programme and realise asset value.
• Glencore’s existing $400 million secured notes facility released and issuance of new Glencore Junior Notes maturing 15 May 2030.
• Strengthened liquidity position through a new $100 million super senior Cargo Prepayment Facility provided by Glencore, complemented by a reduced all-in cash interest profile through Payment-In-Kind (PIK) only interest on the Glencore Junior Notes.
• Existing equity remains in place and no new shares are anticipated to be issued in connection with the Refinancing Transaction.
• Governance will be enhanced, following the transaction, including appointment of at least three new independent non-executive directors and formation of a dedicated board sub-committee to oversee a disciplined process for value-maximisation from the Company’s asset base.
• Lock-Up Agreement already supported by c.66% of Noteholders and Glencore committing to implement the Refinancing Transaction via a Consent Solicitation if over 90% of Noteholders accede to the Lock-Up Agreement, or an English restructuring plan.

Aligning capital structure with near-term value catalysts

The Refinancing Transaction stabilises the Company’s capital structure and aligns it with expected 2026 operational catalysts and potential 2P reserve additions. It provides the financial flexibility to demonstrate production performance, optimises cash outflow during the extension period and establishes a coherent framework to realise the full value of Tullow’s assets.

Near-term value catalysts in 2026 include:

• Extension of the Petroleum Agreements in Ghana to 2040;
• Resolution with the Government of Ghana on tax disputes and receivables, with a payment security mechanism for all gas receivables to strengthen cash flow visibility;
• Heads of Terms agreed for TEN gas supply to the end of the extended licence period, establishing a long-term gas monetisation pathway;
• Acquisition of the TEN FPSO on behalf of the joint venture, expected to complete at the end of the first quarter of 2027 and funded from in-year TEN cash flow, delivering significant cost savings and removing the annual lease obligation;
• Jubilee drilling programme targeting four additional wells, with production enhancements through multi‑phase pumps;
• Continued focus on cost optimisation and operational efficiency; and
• Interpretation of 4D and OBN seismic data to unlock future drilling campaigns at Jubilee and TEN, long-term TEN gas development to meet growing domestic demand, and further production enhancements including multi-phase pumps and riser-based gas lift.

KeyFacts Energy: Tullow Ghana country profile