Obligation Equinor 2.45% ( US85771PAG72 ) en USD

Equinor

100.32 % ⇌

Norvege

US85771PAG72 ( en USD )

2.45% par an ( paiement semestriel )

16/01/2023 - Obligation échue

Prospectus brochure de l'obligation Equinor US85771PAG72 en USD 2.45%, échue

1 000 USD

1 100 000 000 USD

85771PAG7

AA- ( Haute qualité )

Aa2 ( Haute qualité )

L'Obligation émise par Equinor ( Norvege ) , en USD, avec le code ISIN US85771PAG72, paye un coupon de 2.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 16/01/2023

L'Obligation émise par Equinor ( Norvege ) , en USD, avec le code ISIN US85771PAG72, a été notée Aa2 ( Haute qualité ) par l'agence de notation Moody's.

L'Obligation émise par Equinor ( Norvege ) , en USD, avec le code ISIN US85771PAG72, a été notée AA- ( Haute qualité ) par l'agence de notation Standard & Poor's ( S&P ).

http://www.sec.gov/Archives/edgar/data/1140625/000104746912010668/a2211584z424b2.htm
424B2 1 a2211584z424b2.htm 424B2
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TABLE OF CONTENTS
SUPPLEMENT TABLE OF CONTENTS
CALCULATION OF REGISTRATION FEE

Title of Each Class of
Maximum Aggregate
Amount of
Securities To Be Offered

Offering Price
Registration Fee(1)

$600,000,000 1.200% Notes due 2018

$600,000,000
$81,840

Guarantees of $600,000,000 1.200% Notes due 2018

--

(2)

$1,100,000,000 2.450% Notes due 2023

$1,100,000,000
$150,040

Guarantees of $1,100,000,000 2.450% Notes due 2023

--

(2)

$300,000,000 4.250% Notes due 2041

$300,000,000
$40,920

Guarantees of $300,000,000 4.250% Notes due 2041

--

(2)

TOTAL
$2,000,000,000
$272,800

(1)
Calculated in accordance with Rule 457(r) of the Securities Act of 1933.
(2)
Pursuant to Rule 457(n), no separate fee is payable with respect to the guarantees.
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Prospectus Supplement
Filed pursuant to Rule 424(b)(2)
November 14, 2012
Registration Statement Nos. 333-167092
(To prospectus dated May 26, 2010)

and 333-167092-01
$600,000,000 1.200% Notes due 2018
$1,100,000,000 2.450% Notes due 2023
$300,000,000 4.250% Notes due 2041
Guaranteed as to Payment of Principal and Interest by Statoil Petroleum AS
(a wholly-owned subsidiary of Statoil ASA)
The 1.200% notes due 2018 (the "2018 notes") will bear interest at the rate of 1.200% per year. The 2.450% notes due 2023 (the "2023 notes") will bear interest at the rate
of 2.450% per year. Statoil ASA will pay interest on the 2018 notes and the 2023 notes on each January 17 and July 17, commencing on July 17, 2013. The 2018 notes will mature
on January 17, 2018. The 2023 notes will mature on January 17, 2023.
On November 23, 2011, Statoil ASA issued $350,000,000 aggregate principal amount of 4.250% Notes due 2041 (the "original 2041 notes"). The 4.250% notes due 2041
offered hereby (the "reopened 2041 notes", and, together with the 2018 notes and the 2023 notes, the "notes") represent a reopening of the original 2041 notes. The reopened 2041
notes will have the same terms (other than the issuance date, issue price, first interest payment date and date interest starts accruing) and form part of the same series as, and be
fungible with, the original 2041 notes. The original 2041 notes and the reopened 2041 notes are referred to together as "the 2041 notes". The 2041 notes will bear interest at the
rate of 4.250% per year. Statoil ASA will pay interest on the 2041 notes on each May 23 and November 23, commencing on May 23, 2013 for the reopened 2041 notes. The 2041
notes will mature on November 23, 2041.
The notes are unsecured and will rank equally with all of Statoil ASA's other unsecured and unsubordinated indebtedness from time to time outstanding.
Statoil ASA may redeem the notes of any series in whole or in part at any time and from time to time at the applicable make-whole redemption price set forth in this
prospectus supplement. In addition, Statoil ASA or Statoil Petroleum AS may redeem the notes of any series in whole and not in part if certain tax events occur as described in this
prospectus supplement.
The notes will be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof.
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Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these securities or passed upon the adequacy or
accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense.
Investment in these securities involves certain risks. See "Risk Factors" beginning on page 3 of the accompanying prospectus and on page 157 of Statoil ASA's
Annual Report on Form 20-F for the year ended December 31, 2011 for a discussion of certain risks that you should consider in connection with an investment in the
notes.
Per
Total for
Per
Total for
Per
Total for
Reopened
Reopened

2018 Note
2018 Notes
2023 Note
2023 Notes
2041 Note
2041 Notes

Public Offering Price(1)

99.885% $
599,310,000
99.676% $
1,096,436,000 111.216% $
333,648,000
Underwriting
Discount

0.200% $
1,200,000
0.300% $
3,300,000
0.875% $
2,625,000
Proceeds, before expenses, to Statoil ASA(1)

99.685% $
598,110,000
99.376% $
1,093,136,000 110.341% $
331,023,000
(1)
Interest on the 2018 notes and the 2023 notes will accrue from November 21, 2012. Interest on the reopened 2041 notes will accrue from November 23, 2012.
The underwriters expect to deliver the notes to purchasers in book-entry form only through the facilities of The Depository Trust Company for the accounts of its direct and
indirect participants (including Euroclear S.A./N.V., as operator of the Euroclear System, and Clearstream Banking, S.A.) on or about November 21, 2012 (in respect of the 2018
notes and the 2023 notes) and November 23, 2012 (in respect of the reopened 2041 notes).
Joint Book-Running Managers
BofA Merrill Lynch

Credit Suisse

Goldman, Sachs & Co.
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The distribution of this prospectus supplement and the accompanying prospectus and the offering of the notes in certain jurisdictions may be restricted by law. This prospectus
supplement and the accompanying prospectus do not constitute an offer, or an invitation on Statoil ASA's ("Statoil") or Statoil Petroleum AS's ("Statoil Petroleum") behalf or on
behalf of the underwriters, to subscribe to or purchase any of the notes, and may not be used for or in connection with an offer or solicitation by anyone, in any jurisdiction in which
such an offer or solicitation is not authorized or to any person to whom it is unlawful to make such an offer or solicitation. See "Underwriting" below.
This prospectus supplement has been prepared on the basis that any offer of notes in any Member State of the European Economic Area which has implemented the Prospectus
Directive (each, a "Relevant Member State") will be made pursuant to an exemption under the Prospectus Directive from the requirement to publish a prospectus for offers of
notes. Accordingly, any person making or intending to make an offer in that Relevant Member State of notes which are the subject of the offering contemplated in this prospectus
supplement may only do so in circumstances in which no obligation arises for Statoil or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus
Directive or supplement a prospectus pursuant to Article 16 of the Prospectus Directive, in each case, in relation to such offer. Neither Statoil nor the underwriters have authorised,
nor do they authorise, the making of any offer of notes in circumstances in which an obligation arises for Statoil or the underwriters to publish or supplement a prospectus for such
offer. The expression "Prospectus Directive" means Directive 2003/71/EC (and amendments thereto, including the 2010 PD Amending Directive, to the extent implemented in the
Relevant Member State) and includes any relevant implementing measure in the Relevant Member State and the expression "2010 PD Amending Directive" means Directive
2010/73/EU.
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INCORPORATION OF DOCUMENTS BY REFERENCE
The Securities and Exchange Commission (the "SEC") allows us to incorporate by reference the information we file with them. This means that we can disclose important
information to you by referring to documents. The information incorporated by reference is considered to be part of this prospectus supplement and the accompanying prospectus.
We incorporate by reference the following documents and any future filings we make with the SEC under Sections 13(a), 13(c) or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act"), as amended, from the date of this prospectus supplement until the offerings contemplated in this prospectus supplement are completed:
·
Our Annual Report on Form 20-F for the year ended December 31, 2011 filed with the SEC on March 23, 2012.
·
Our Current Report on Form 6-K filed with the SEC on July 26, 2012, regarding Statoil's 2012 second quarter results.
·
Our Current Report on Form 6-K filed with the SEC on October 26, 2012, regarding Statoil's 2012 third quarter results.
·
Our Current Report on Form 6-K furnished to the SEC on May 16, 2012, relating to the election of the auditors by the shareholders at the annual general meeting held on
May 15, 2012.
·
Our reports on Form 6-K furnished to the SEC after the date of this prospectus supplement, but only to the extent that the forms expressly state that we incorporate them by
reference in this prospectus supplement.
Information that we file with the SEC will automatically update and supersede information in documents filed with the SEC on earlier dates. All information appearing in this
prospectus is qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents that we incorporate by reference in this
prospectus.
You may request a copy of these filings, at no cost, by writing or telephoning Statoil at the following address:
Statoil ASA
Forusbeen 50, N-4035
Stavanger, Norway

Tel. No.: 011-47-5199-0000

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DESCRIPTION OF NOTES AND GUARANTEES
This section outlines the specific financial and legal terms of the notes that are more generally described under "Description of Debt Securities and Guarantees" beginning on
page 12 of the accompanying prospectus. If anything described in this section is inconsistent with the terms described under "Description of Debt Securities and Guarantees" in the
accompanying prospectus, the terms described below shall prevail.
1.200% Notes due 2018 (the "2018 notes")
·
Issuer: Statoil ASA.
·
Guarantor: Statoil Petroleum AS.
·
Title: 1.200% Notes due 2018.
·
Total initial principal amount being issued: $600,000,000.
·
Issuance date: November 21, 2012.
·
Maturity date: January 17, 2018.
·
Interest rate: 1.200% per annum.
·
Date interest starts accruing: November 21, 2012.
·
Interest payment dates: Each January 17 and July 17. The initial interest period will be a long coupon.
·
First interest payment date: July 17, 2013.
·
Regular record dates for interest: The 15th calendar day preceding each interest payment date, whether or not such day is a business day.
·
Make whole spread: 10 basis points.
·
Further issuances: Statoil may, at its sole option, at any time and without the consent of the then existing noteholders, "reopen" the 2018 notes and issue an unlimited
principal amount of additional 2018 notes in one or more transactions subsequent to the date of this prospectus supplement with terms (other than the issuance date, issue
price and, possibly, the first interest payment date and the date interest starts accruing) identical to the 2018 notes issued hereby. These additional 2018 notes will be
deemed part of the same series as the 2018 notes offered hereby and will provide the holders of these additional 2018 notes the right to vote together with holders of the
2018 notes issued hereby. Statoil may reopen the 2018 notes only if the additional 2018 notes issued will be fungible with the original 2018 notes for United States federal
income tax purposes.
·
Net proceeds: The net proceeds, after the underwriting discount but before expenses, will be $598,110,000.
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2.450% Notes due 2023 (the "2023 notes")
·
Issuer: Statoil ASA.
·
Guarantor: Statoil Petroleum AS.
·
Title: 2.450% Notes due 2023.
·
Total initial principal amount being issued: $1,100,000,000.
·
Issuance date: November 21, 2012.
·
Maturity date: January 17, 2023.
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·
Interest rate: 2.450% per annum.
·
Date interest starts accruing: November 21, 2012.
·
Interest payment dates: Each January 17 and July 17. The initial interest period will be a long coupon.
·
First interest payment date: July 17, 2013.
·
Regular record dates for interest: The 15th calendar day preceding each interest payment date, whether or not such day is a business day.
·
Make whole spread: 15 basis points.
·
Further issuances: Statoil may, at its sole option, at any time and without the consent of the then existing noteholders, "reopen" the 2023 notes and issue an unlimited
principal amount of additional 2023 notes in one or more transactions subsequent to the date of this prospectus supplement with terms (other than the issuance date, issue
price and, possibly, the first interest payment date and the date interest starts accruing) identical to the 2023 notes issued hereby. These additional 2023 notes will be
deemed part of the same series as the 2023 notes offered hereby and will provide the holders of these additional 2023 notes the right to vote together with holders of the
2023 notes issued hereby. Statoil may reopen the 2023 notes only if the additional 2023 notes issued will be fungible with the original 2023 notes for United States federal
income tax purposes.
·
Net proceeds: The net proceeds, after the underwriting discount but before expenses, will be $1,093,136,000.
4.250% Notes due 2041
On November 23, 2011, Statoil ASA issued $350,000,000 aggregate principal amount of 4.250% Notes due 2041 (the "original 2041 notes"). The 4.250% Notes due 2041
offered hereby (the "reopened 2041 notes" and, together with the original 2041 notes, the "2041 notes") represent a reopening of the original 2041 notes. The reopened 2041 notes
will have the same terms (other than the issuance date, issue price, first interest payment date and date interest starts accruing) and form part of the same series as, and be fungible
with, the original 2041 notes.
·
Issuer: Statoil ASA.
·
Guarantor: Statoil Petroleum AS.
·
Title: 4.250% Notes due 2041.
·
Total reopening principal amount being issued: $300,000,000.
·
Reopening issuance date: November 23, 2012.
·
Maturity date: November 23, 2041.
·
Interest rate: 4.250% per annum.
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·
Date interest starts accruing for the reopened 2041 notes: November 23, 2012.
·
Interest payment dates: Each May 23 and November 23.
·
First interest payment date for the reopened 2041 notes: May 23, 2013.
·
Regular record dates for interest: The 15th calendar day preceding each interest payment date, whether or not such day is a business day.
·
Make whole spread: 20 basis points.
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·
Further issuances: Statoil may, at its sole option, at any time and without the consent of the then existing noteholders, "reopen" the 2041 notes and issue an unlimited
principal amount of additional 2041 notes in one or more transactions subsequent to the date of this prospectus supplement with terms (other than the issuance date, issue
price and, possibly, the first interest payment date and the date interest starts accruing) identical to the 2041 notes issued hereby. These additional 2041 notes will be
deemed part of the same series as the 2041 notes offered hereby and will provide the holders of these additional 2041 notes the right to vote together with holders of the
2041 notes issued hereby. Statoil may reopen the 2041 notes only if the additional 2041 notes issued will be fungible with the original 2041 notes for United States federal
income tax purposes.
·
Net proceeds for the reopened 2041 notes: The net proceeds for the reopened 2041 notes, after the underwriting discount but before expenses, will be $331,023,000.
The following terms apply to each series of the notes:
·
Guarantee: Payment of the principal of and interest on the notes is guaranteed by Statoil Petroleum AS. For more information about the guarantee, you should read
"Description of Debt Securities and Guarantees" beginning on page 12 of the accompanying prospectus.
·
Denomination: The notes will be issued in denominations of $1,000 and integral multiples of $1,000 in excess thereof.
·
Business day: If any payment is due in respect of the notes on a day that is not a business day, it will be made on the next following business day, provided that no interest
will accrue on the payment so deferred. A "business day" for these purposes is any weekday on which banking or trust institutions in neither New York nor Oslo are
authorized generally or obligated by law, regulation or executive order to close.
·
Day count: 30/360.
·
Day count convention: Following unadjusted.
·
Ranking: The notes are unsecured and will rank equally with all of Statoil's other unsecured and unsubordinated indebtedness from time to time outstanding.
·
Redemption: The notes are not redeemable, except, in the case of each series of notes, as described below under "Optional tax redemption" and "Optional make-whole
redemption".
·
Optional tax redemption: Statoil and Statoil Petroleum have the option to redeem the notes of any series, in whole and not in part, in the two situations described below
at a redemption price equal to the principal amount of the applicable series of the notes plus accrued interest and any additional amounts due on the date fixed for
redemption upon providing between 30 and 60 days' notice.
The first situation is where, as a result of changes in or amendment to, or changes in the official application or interpretation of, any laws or regulations or rulings, or changes
in the official application or interpretation of, or any execution of or amendment to, any treaties on or after November 14, 2012 (in respect of the 2018 notes and the 2023 notes) or
November 16, 2011 (in respect of the 2041 notes) in the jurisdiction where Statoil or Statoil Petroleum is incorporated or, if different tax resident, Statoil or Statoil Petroleum, as
applicable, would be required to pay additional amounts as described below under "Payment of additional amounts". If Statoil or Statoil Petroleum is succeeded by another entity,
the applicable jurisdiction will be the jurisdiction in which such successor entity is organized or incorporated or, if different, tax resident, and the applicable date will be the date
the entity became a successor. Statoil or Statoil Petroleum do not have the option to redeem in this case if either Statoil or Statoil Petroleum, as applicable, could have avoided the
payment of additional amounts or the deduction or withholding by using reasonable measures available to Statoil or Statoil Petroleum, as applicable.
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