Harvest Operations and Korea National Oil Corporation in Exchange Offer and Consent Solicitation

July 8, 2016

Cleary Gottlieb represented Harvest Operations and Korea National Oil Corporation in an exchange offer by Harvest of its 6 7/8 percent senior notes due 2017 for its 2.33 percent guaranteed notes due 2021, unconditionally and irrevocably guaranteed by KNOC and a concurrent consent solicitation.

The transaction closed on June 16, 2016, and the new notes were listed on the Singapore Exchange. Bank of America Merrill Lynch, CIBC Capital Markets and HSBC acted as joint lead dealer managers.

Harvest is a wholly owned subsidiary of KNOC and is a significant operator in Canada’s energy industry. KNOC was incorporated in 1979 under the Korea National Oil Corporation Act to serve as the executing body for oil-related policies of the Korean government. It is Korea’s largest oil and gas developer and is wholly owned by the Korean government.