Obligation Repsolis 7.75% ( US87425EAL74 ) en USD

Société émettrice Repsolis
Prix sur le marché 100 %  ⇌ 
Pays  Canada
Code ISIN  US87425EAL74 ( en USD )
Coupon 7.75% par an ( paiement semestriel )
Echéance 01/06/2019 - Obligation échue



Prospectus brochure de l'obligation Repsol US87425EAL74 en USD 7.75%, échue


Montant Minimal 2 000 USD
Montant de l'émission 359 923 000 USD
Cusip 87425EAL7
Notation Standard & Poor's ( S&P ) N/A
Notation Moody's N/A
Description détaillée Repsol est une compagnie énergétique multinationale espagnole intégrée verticalement, active dans l'exploration et la production, le raffinage et la commercialisation de pétrole et de gaz naturel, ainsi que dans les énergies renouvelables.

L'Obligation émise par Repsolis ( Canada ) , en USD, avec le code ISIN US87425EAL74, paye un coupon de 7.75% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 01/06/2019







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SUPPL 1 a2188213zsuppl.htm SUPPLEMENT
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Filed pursuant to
General Instruction
II.K. of Form F-9;
File No. 333-150058
Prospectus Supplement
May 27, 2009
(To Prospectus dated April 9, 2008)
US$700,000,000

7.750% Notes due 2019
The notes will bear interest at the rate of 7.750% per year. We will pay interest on the notes semi-annually
in arrears on June 1 and December 1 of each year, beginning December 1, 2009. The notes will mature on June 1,
2019 . We may redeem some or all of the notes at any time, at 100% of their principal amount plus a make-whole
premium as described in this prospectus supplement. We may also redeem all (and not less than all) of the notes
if certain changes affecting Canadian withholding taxes occur. The notes do not have the benefit of any
sinking fund.
The notes will be our unsecured obligations and rank equally with all of our existing and future unsecured
and unsubordinated indebtedness.
Investing in the notes involves risks that are described in the "Risk Factors" section beginning on
page 22 of the accompanying prospectus.
We are permitted, under a multi-jurisdictional disclosure system adopted by the United States and
Canada, to prepare this prospectus supplement and the accompanying prospectus in accordance with
Canadian disclosure requirements which are different from those of the United States. We prepare our
financial statements in accordance with Canadian generally accepted accounting principles and are
subject to Canadian auditing and auditor independence standards. As a result, they may not be
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comparable to financial statements of United States companies in certain respects. Information regarding
the impact upon our financial statements of significant differences between Canadian and U.S. generally
accepted accounting principles is contained in the notes to the annual consolidated financial statements
incorporated by reference in the accompanying prospectus.
Owning the notes may subject you to tax consequences both in the United States and in Canada. This
prospectus supplement and the accompanying prospectus may not describe these tax consequences fully.
You should read the tax discussion in this prospectus supplement.
Your ability to enforce civil liabilities under the U.S. federal securities laws may be affected adversely
because we are incorporated in Canada, some or all of our officers and directors and some or all of the
experts named in this prospectus supplement and the accompanying prospectus are residents of Canada,
and a substantial portion of our assets and all or a substantial portion of the assets of such persons are
located outside of the United States.
Neither the Securities and Exchange Commission nor any state securities commission has approved
or disapproved of these securities or determined if this prospectus supplement or the accompanying
prospectus is truthful or complete. Any representation to the contrary is a criminal offence.


Per Note
Total

Public offering price(1)

99.596%
US$697,172,000
Underwriting commission

0.650%
US$
4,550,000
Proceeds, before expenses, to Talisman(1)

98.946%
US$692,622,000
(1)
Plus accrued interest from June 1, 2009 if settlement occurs after that date.
The underwriters expect to deliver the notes in book-entry form only through the facilities of The
Depository Trust Company and its direct and indirect participants, including Euroclear Bank S.A./N.V. and
Clearstream Banking S.A., against payment in New York, New York on or about June 1, 2009.
Joint Book-Running Managers
Banc of America Securities LLC
BNP PARIBAS
Citi
RBC Capital Markets
Co-Managers
Canadian Imperial Bank of Commerce
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HSBC







Scotia Capital







TD Securities







RBS







Daiwa Securities America Inc.







SOCIETE GENERALE






Desjardins Securities International Inc.






Mizuho Securities USA Inc.

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IMPORTANT NOTICE ABOUT INFORMATION IN
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS
This document is in two parts. The first part, this prospectus supplement, describes the specific terms of the
notes we are offering and also adds and updates certain information contained in the accompanying prospectus
and documents incorporated by reference. The second part, the base prospectus, dated April 9, 2008, gives more
general information, some of which may not apply to the notes we are offering. The accompanying base
prospectus is referred to as the "prospectus" in this prospectus supplement.
If the description of the notes varies between this prospectus supplement and the prospectus, you
should rely on the information in this prospectus supplement.
You should rely only on the information contained in or incorporated by reference in this prospectus
supplement and the prospectus. We have not, and the underwriters have not, authorized any other person
to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not, and the underwriters are not, making an offer to sell
these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the
information appearing in this prospectus supplement and the prospectus, as well as information we
previously filed with the U.S. Securities and Exchange Commission and with the Alberta Securities
Commission and incorporated by reference, is accurate as of the date of such information only. Our
business, financial condition, results of operations and prospects may have changed since those dates.
In this prospectus supplement, all capitalized terms used and not otherwise defined herein have the
meanings provided in the prospectus. In the prospectus and this prospectus supplement, unless otherwise
specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars, and all financial
information included and incorporated by reference in the prospectus and this prospectus supplement is
determined using Canadian generally accepted accounting principles ("Canadian GAAP"). "U.S. GAAP" means
generally accepted accounting principles in the United States. For a discussion of the principal differences
between our financial results as calculated under Canadian GAAP and under U.S. GAAP, you should refer to
note 24 of our audited consolidated financial statements for the year ended December 31, 2008, incorporated by
reference in the prospectus.
Unless otherwise specified or the context otherwise requires, all references in this prospectus supplement
and the prospectus to "we", "us", "our" or "Talisman" refer to Talisman Energy Inc. and its subsidiaries on a
consolidated basis. In the sections entitled "Summary of the Offering" and "Description of the Notes" in this
prospectus supplement and "Description of Debt Securities" in the prospectus, "we", "us", "our" or "Talisman"
refer to only Talisman Energy Inc., without any of its subsidiaries.
This prospectus supplement is deemed to be incorporated by reference into the prospectus solely for the
purposes of the offering of the notes offered hereby. Other documents are also incorporated or deemed to be
incorporated by reference into the prospectus. See "Documents Incorporated by Reference" in this prospectus
supplement and "Where You Can Find More Information" in the prospectus.
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TABLE OF CONTENTS
Prospectus Supplement

Page
Forward-Looking Information
S-4


Exchange Rate Information
S-5


Summary of the Offering
S-6


Talisman Energy Inc.
S-9


Use of Proceeds
S-9


Selected Financial Information
S-10


Consolidated Capitalization
S-11


Pro-Forma Interest Coverage
S-11


Description of the Notes
S-12


Credit Ratings
S-16


Certain Income Tax Considerations
S-17


Underwriting
S-19


Legal Matters
S-22


Documents Incorporated by Reference
S-23

Prospectus
About This Prospectus
2


Where You Can Find More Information
3


Special Note Regarding Forward-Looking Information
5


Talisman Energy Inc.
7
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Use of Proceeds
7


Description of Debt Securities
7


Risk Factors
22


Certain Income Tax Consequences
23


Plan of Distribution
23


Interest Coverage
24


Price Range and Trading Volume of the Common Shares
25


Legal Matters
25


Experts
26


Documents Filed as Part of the Registration Statement
26


Auditors' Consent
27
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FORWARD-LOOKING INFORMATION
This document contains or incorporates statements that constitute "forward-looking statements" within the
meaning of the United States Private Securities Litigation Reform Act of 1995. Any statements that express or
involve discussions with respect to predictions, business strategy, budgets, exploration and development
opportunities or projects, acquisitions and dispositions, expectations, beliefs, plans, objectives, assumptions or
future events or performance (often, but not always, using words or phrases such as "expects" or "does not
expect", "is expected", "anticipates" or "does not anticipate", "plans", "projects", "believes", "forecasts",
"estimates", "intends", "possible", "probable", "scheduled", "likely" or "positioned", or stating that certain
actions, events or results "may", "could", "should", "would", "might" or "will" be taken, occur or be achieved) are
not statements of historical fact and may be "forward-looking statements". Such statements are included, among
other places, in the prospectus under the heading "Risk Factors", in our Annual Information Form dated March 9,
2009 under the headings "General Development of the Business", "Description of the Business", "Corporate
Responsibility and Environmental Protection", "Legal Proceedings" and "Risk Factors", in the Management's
Discussion and Analysis for the year ended December 31, 2008 under the headings "Outlook for 2009" and "Risk
Factors" and in the Management's Discussion and Analysis for the three months ended March 31, 2009.
Information regarding business plans, drilling and exploration is based on our 2009 capital program as announced
on January 13, 2009. The material assumptions supporting the 2009 capital program are: (1) 2009 annual
production of approximately 430,000 boe/d; (2) a US$40/bbl WTI oil price for 2009; and (3) a US$5/mmbtu
NYMEX natural gas price for 2009. 2009 production estimates are subject to the timing of development activities
and include the anticipated completion of planned dispositions. The completion of any contemplated disposition
is contingent on various factors, including market conditions, our ability to negotiate acceptable terms for sale
and receipt of any required approvals for such dispositions. Statements concerning oil and gas reserves contained
in the Annual Information Form and in the Management's Discussion and Analysis may be deemed to be forward-
looking statements as they involve the implied assessment, based on certain estimates and assumptions, that the
resources described can be profitably produced in the future.
You are cautioned not to place undue reliance on forward-looking statements. Forward-looking statements
are based on current expectations, estimates and projections at the time the statements are made that involve a
number of risks and uncertainties which could cause actual results to differ materially from those anticipated by
us. These risks and uncertainties include, but are not limited to:
·
the risks of the oil and gas industry, such as operational risks in exploring for, developing and
producing crude oil and natural gas and market demand, including unpredictable facilities
outages;

·
risks and uncertainties involving geology of oil and gas deposits;

·
the uncertainty of reserves estimates, reserves life and underlying reservoir risk;

·
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the uncertainty of estimates and projections relating to production, costs and expenses;

·
the impact of the economy and credit crisis on the ability of the counterparties to our commodity
price derivative contracts to meet their obligations under the contracts;

·
fluctuations in oil and gas prices, foreign currency exchange rates and interest rates;

·
potential delays or changes in plans with respect to exploration or development projects or capital
expenditures;

·
the outcome and effects of any future acquisitions and dispositions;

·
health, safety and environmental risks;

·
uncertainties as to the availability and cost of financing and changes in the capital markets;
S-4
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·
uncertainties related to the litigation process, such as discovery of new evidence or acceptance of
novel legal theories and the difficulties in predicting the decisions of judges and juries;

·
risks in conducting foreign operations (for example, political and fiscal instability or the
possibility of civil unrest or military action);

·
changes in general economic and business conditions;

·
the possibility that government policies or laws may change or governmental approvals may be
delayed or withheld; and

·
results of our risk mitigation strategies, including insurance and hedging activities.
We caution that the foregoing list of risks is not exhaustive. Events or circumstances could cause our actual
results to differ materially from those estimated or projected and expressed in, or implied by, these forward-
looking statements. Additional information concerning certain of these and other factors which could affect our
operations or financial results are included under the heading "Risk Factors" in the prospectus, including
information incorporated by reference thereunder, in our Management's Discussion and Analysis incorporated by
reference in the prospectus, under the heading "Risk Factors" in our Annual Information Form as well as in our
other reports on file with Canadian securities regulatory authorities and the U.S. Securities and Exchange
Commission.
Forward-looking statements are based on estimates and opinions of our management at the time the
statements are made. We undertake no obligation to update forward-looking statements should circumstances or
management's estimates or opinions change, except as required by law.

EXCHANGE RATE INFORMATION
We publish our consolidated financial statements in Canadian dollars. In this prospectus supplement, unless
otherwise specified or the context otherwise requires, all dollar amounts are expressed in Canadian dollars and
references to "dollars" or "$" are to Canadian dollars and references to "US$" are to United States dollars.
The following table sets forth the Canada/U.S. exchange rates on the last day of the periods indicated as well
as the high, low and average rates for such periods. The high, low and average exchange rates for each period
were identified or calculated from spot rates in effect on each trading day during the relevant period. The
exchange rates shown are expressed as the number of U.S. dollars required to purchase one Canadian dollar.
These exchange rates are based on those published on the Bank of Canada's website as being in effect at
approximately noon on each trading day (the "Bank of Canada noon rate"). On May 27, 2009, the Bank of
Canada noon rate was US$0.8993 equals $1.00.
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