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  • Product / Regulatory Liability (new) — Active litigation by California state agencies seeking to enforce Consent Decree and halt pipeline operations, plus separate lawsuit challenging DPA Order that permits petroleum transport—both with hearings and supplemental briefing ordered.
NYSE: SOC Sable Offshore Corp. 424B5

Sable Offshore prices $300M convertible notes at 6.5% due 2031, convertible at $4.00/share

Filed July 1, 2026 · ~2 min read

IPO filing cluster

Same offering
  1. 424B5 Jul 1, 2026 No report yet EDGAR →
  2. 8-K Jul 2, 2026 Sable raises $1.1B to refinance Exxon debt as production resumes under federal order EDGAR →

Key Changes

  • high

    Sable Offshore prices $300M of 6.5% convertible senior notes due 2031, convertible at $4.00/share (74% premium to June 29 stock price of $6.97). Net proceeds to the company: $288.8M after underwriting discount and expenses.

    The Offering verify on EDGAR →
  • high

    Concurrent common stock offering of 32.5M shares raises $92.8M net. Both offerings are mutually contingent—each closes only if the other closes. Combined proceeds will repay existing term loan, pay transaction fees, and fund general corporate purposes.

    Use of Proceeds verify on EDGAR →
  • high

    Notes are unsecured and effectively subordinated to $675M secured Term Loan B debt. Pro forma total debt: $975M ($1.02B if over-allotment exercised). Indenture contains minimal covenants—no restrictions on dividends, additional debt, or share repurchases.

    Risk Factors verify on EDGAR →

2 more material changes behind this preview — plus the full narrative summary, section-by-section diffs against the prior filing, and verbatim quotes with EDGAR citations.

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View original filing on SEC.gov

Generated by AI · Jul 4, 2026 · How we verify