Sable Offshore Corp. Prices Offerings of Common Stock and Convertible Senior Notes
Sable Offshore Corp. (New York Stock Exchange: SOC) today announced the pricing of its concurrent public offerings of 32,467,533 shares of common stock, at a public offering price of $3.08 per share, and $300.0 million aggregate principal amount of 6.5% convertible senior notes due 2031 (the “notes”). The issuance and sale of the common stock and the notes are scheduled to settle on July 2, 2026, subject to customary closing conditions. Sable also granted the underwriters of the common stock offering a 30-day option to purchase up to an additional 4,870,129 shares of common stock solely to cover over-allotments, and granted the underwriters of the notes offering a 30-day option to purchase up to an additional $45.0 million aggregate principal amount of notes solely to cover over-allotments.
J.P. Morgan is acting as sole book-running manager for the common stock offering and the notes offering.
The notes will be senior, unsecured obligations of Sable and will accrue interest at a rate of 6.5% per annum, payable semi-annually in arrears on January 1 and July 1 of each year, beginning on January 1, 2027. The notes will mature on July 1, 2031, unless earlier repurchased, redeemed or converted. Before April 1, 2031, noteholders will have the right to convert their notes only upon the occurrence of certain events. From and after April 1, 2031, noteholders may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Sable will settle conversions by paying or delivering, as applicable, cash, shares of its common stock or a combination of cash and shares of its common stock, at Sable’s election. The initial conversion rate is 249.7502 shares of common stock per $1,000 principal amount of notes, which represents an initial conversion price of approximately $4.00 per share of common stock. The initial conversion price represents a premium of approximately 30% over the public offering price per share of common stock in the common stock offering. The conversion rate and conversion price will be subject to adjustment upon the occurrence of certain events.
