Apache Corporation (NASDAQ: APA) today announced the commencement
of tender offers (each, an “Offer” and, collectively, the “Offers”)
to purchase up to $460,000,000 in aggregate purchase price
(excluding accrued and unpaid interest, fees and expenses) (as such
amount may be increased or eliminated by Apache pursuant to the
terms of the Offers, the “Aggregate Maximum Purchase Price”) of its
outstanding notes listed in the table below.
The terms and conditions of the Offers are set forth in Apache’s
Offer to Purchase, dated August 3, 2020 (the “Offer to
Purchase”).
The Offer to Purchase relates to seven separate Offers, one for
each series of notes (each series, a “Series of Notes,” and such
notes, collectively, the “Notes”). Apache’s obligation to accept
for purchase, and to pay for, Notes that are validly tendered and
not validly withdrawn pursuant to each Offer is conditioned on the
satisfaction or waiver by Apache of a number of conditions,
including the receipt by Apache of the net proceeds from the
issuance of not less than $1,000,000,000 in principal amount of
indebtedness in one or more debt financing transactions on terms
reasonably satisfactory to Apache (the “Financing Condition”). No
Offer is conditioned on any minimum amount of Notes being tendered
or the consummation of any other Offer.
Notes |
CUSIP Numbers |
Principal Amount Outstanding |
Maximum Tender SubCap(principal
amount) |
Acceptance Priority Level |
Tender Consideration(1)(2) |
Early Tender
Premium(1) |
Total Consideration(1)(2)(3) |
3.625% notes due 2021 |
037411AX3 |
$ |
292,587,000 |
N/A |
1 |
$ |
955.00 |
$ |
50 |
$ |
1,005.00 |
2.625% notes due 2023 |
037411BD6 |
$ |
180,763,000 |
N/A |
2 |
$ |
950.00 |
$ |
50 |
$ |
1,000.00 |
3.250% notes due 2022 |
037411AZ8 |
$ |
460,057,000 |
$ |
220,000,000 |
3 |
$ |
970.00 |
$ |
50 |
$ |
1,020.00 |
4.250% notes due 2044 |
037411BC8 |
$ |
706,417,000 |
N/A |
4 |
$ |
875.00 |
$ |
50 |
$ |
925.00 |
4.750% notes due 2043 |
037411BA2 |
$ |
1,306,622,000 |
$ |
50,000,000 |
5 |
$ |
915.00 |
$ |
50 |
$ |
965.00 |
5.100% notes due 2040 |
037411AW5 |
$ |
1,396,531,000 |
6 |
$ |
920.00 |
$ |
50 |
$ |
970.00 |
5.250% notes due 2042 |
037411AY1 |
$ |
421,692,000 |
7 |
$ |
920.00 |
$ |
50 |
$ |
970.00 |
(1) Per $1,000 principal amount of Notes validly
tendered and not validly withdrawn and accepted for purchase.
(2) Excludes accrued interest, which will be paid on
Notes accepted for purchase as described herein.
(3) Includes the Early Tender Premium (as defined in
the Offer to Purchase) for Notes validly tendered at or prior to
the Early Tender Deadline (and not validly withdrawn) and accepted
for purchase.
Each Offer will expire at 11:59 p.m., New York City time, on
August 28, 2020, unless extended or earlier terminated (such time
and date, as the same may be extended with respect to one or more
Offers, the “Expiration Date”). Holders (as defined in the Offer to
Purchase) of Notes must validly tender and not validly withdraw
their Notes at or prior to 5:00 p.m., New York City time, on August
14, 2020 (such time and date, as the same may be extended with
respect to one or more Offers, the “Early Tender Deadline”) in
order to be eligible to receive the applicable Total Consideration,
which includes the Early Tender Premium for the Notes of $50 per
$1,000 principal amount of Notes tendered. Holders who validly
tender their Notes after the Early Tender Deadline and at or prior
to the Expiration Date will be eligible to receive only the
applicable Tender Consideration, as set forth in the table above.
In each case, such Holders will also be entitled to receive accrued
and unpaid interest, if any, from the last interest payment date
for the applicable Series of Notes up to, but not including, the
applicable Settlement Date, if and when the applicable Notes are
accepted for purchase. The Offers are open to all Holders of the
Notes.
Tendered Notes may be withdrawn at or prior to 5:00 p.m., New
York City time, on August 14, 2020, by following the procedures
described in the Offer to Purchase, but may not thereafter be
validly withdrawn, except as provided for in the Offer to Purchase
or required by applicable law.
The maximum aggregate principal amount of Notes accepted for
purchase in each Offer will be subject to the applicable aggregate
principal amount of each Series indicated in the table above (with
respect to each Offer, and subject to increase or elimination by
Apache, the “Maximum Tender SubCap” and collectively, the “Maximum
Tender SubCaps”). In addition, Apache will only accept for purchase
(I) an aggregate principal amount of $220,000,000 (the “First
Maximum Tender SubCap”) of 3.250% notes due 2022 (the “First
Maximum Tender SubCap Notes”) and (II) a combined aggregate
principal amount of $50,000,000 (the “Second Maximum Tender
SubCap”) of (i) 4.750% notes due 2043 (the “2043 Notes”), (ii)
5.100% notes due 2040 (the “2040 Notes”), and (iii) 5.250% notes
due 2042 (the “2042 Notes” and, together with the 2043 Notes and
the 2040 Notes, the “Second Maximum Tender SubCap Notes”).
All Notes validly tendered and not validly withdrawn at or prior
to the Early Tender Deadline having a higher Acceptance Priority
Level will, subject to the Aggregate Maximum Purchase Price and the
Maximum Tender SubCaps, be accepted before any Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline having a lower Acceptance Priority Level are accepted
pursuant to the Offers, and all Notes validly tendered and not
validly withdrawn after the Early Tender Deadline and at or prior
to the Expiration Date having a higher Acceptance Priority Level
will, subject to the Aggregate Maximum Purchase Price and the
Maximum Tender SubCaps, be accepted before any Notes validly
tendered and not validly withdrawn after the Early Tender Deadline
and at or prior to the Expiration Date having a lower Acceptance
Priority Level are accepted pursuant to the Offers. However, Notes
validly tendered and not validly withdrawn at or prior to the Early
Tender Deadline will, subject to the Aggregate Maximum Purchase
Price and the Maximum Tender SubCaps, be accepted for purchase in
priority to other Notes validly tendered and not validly withdrawn
after the Early Tender Deadline and at or prior to the Expiration
Date, even if such Notes validly tendered and not validly withdrawn
after the Early Tender Deadline and at or prior to the Expiration
Date have a higher Acceptance Priority Level than the Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline. Subject to the Maximum Tender SubCaps, if the aggregate
principal amount of Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline equals or
exceeds the Aggregate Maximum Purchase Price, Holders of the Notes
who validly tender and do not validly withdraw Notes after the
Early Tender Deadline and at or prior to the Expiration Date will
not have any such Notes accepted for payment regardless of the
Acceptance Priority Level of such Notes, unless Apache increases
the Aggregate Maximum Purchase Price. If the aggregate principal
amount of any Series of Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline equals or
exceeds the applicable Maximum Tender SubCap, if any, Apache will
not accept for purchase any Notes of such Series that are tendered
following the Early Tender Deadline, unless Apache increases such
applicable Maximum Tender SubCap. There can be no assurance that
any or all tendered Notes of a given Acceptance Priority Level will
be accepted for purchase.
If purchasing all the validly tendered and not validly withdrawn
Notes of a given Acceptance Priority Level on the applicable
Settlement Date would cause the Aggregate Maximum Purchase Price or
the applicable Maximum Tender SubCap to be exceeded on such
Settlement Date, Apache will accept such Notes on a pro rata basis,
to the extent any Notes of such Acceptance Priority Level are
accepted for purchase, so as to not exceed the Aggregate Maximum
Purchase Price or the Maximum Tender SubCap, as applicable (with
adjustments to avoid the purchase of Notes in a principal amount
other than in the applicable minimum denomination requirements
contained in the indentures governing the Notes and integral
multiples of $1,000 in excess thereof). As such, there can be no
assurance that any or all tendered Notes of a given Acceptance
Priority Level will be accepted for purchase, even if validly
tendered and not validly withdrawn prior to the Early Tender
Deadline.
Apache reserves the right, but is under no obligation, to
increase or eliminate the Aggregate Maximum Purchase Price or any
Maximum Tender SubCap at any time without extending the applicable
Withdrawal Deadline (as defined in the Offer to Purchase), subject
to applicable law. As such, there can be no assurance that any or
all tendered Notes of a given Acceptance Priority Level will be
accepted for purchase, even if validly tendered and not validly
withdrawn prior to the Early Tender Deadline.
Apache reserves the right, but is under no obligation, at any
time after the Early Tender Deadline and before the Expiration
Date, to accept Notes that have been validly tendered and not
validly withdrawn for purchase on a date determined at Apache’s
option (such date, if any, the “Early Settlement Date”). Apache
currently expects the Early Settlement Date, if any, to occur on
August 18, 2020. If Apache chooses to exercise its option to have
an Early Settlement Date, Apache will purchase any remaining Notes
that have been validly tendered and not validly withdrawn after the
Early Tender Deadline and at or prior to the Expiration Date,
subject to the Aggregate Maximum Purchase Price, the Maximum Tender
SubCaps, the application of the Acceptance Priority Levels, and all
conditions to the Offers having been satisfied or waived by Apache,
on the final settlement date (the “Final Settlement Date,” and each
of the Early Settlement Date and the Final Settlement Date, a
“Settlement Date”). The Final Settlement Date, if any, is expected
to be September 1, 2020, unless extended by Apache. If Apache
chooses not to exercise its option to have an Early Settlement
Date, it will purchase all Notes that have been validly tendered
and not validly withdrawn at or prior to the Expiration Date,
subject to the Aggregate Maximum Purchase Price, the Maximum Tender
SubCaps, the application of the Acceptance Priority Levels, and all
conditions to the Offers having been satisfied or waived by Apache,
on the Final Settlement Date. No tenders of Notes submitted after
the Expiration Date will be valid.
J.P. Morgan, BofA Securities and BMO Capital Markets are acting
as Dealer Managers and D.F. King & Co., Inc. is acting as the
Tender Agent and Information Agent for the Offers. Requests for
documents may be directed to D.F. King & Co., Inc. at (800)
549-6697 or apache@dfking.com. Questions regarding the Offers may
be directed to J.P. Morgan collect at (212) 834-3424 or toll-free
at (866) 834-4666, BofA Securities at (980) 388-3646 or
debt_advisory@bofa.com, or BMO Capital Markets collect at (212)
702-1840, toll-free at (833) 418-0762 or at
LiabilityManagement@bmo.com.
This announcement is for informational purposes only and is not
an offer to purchase or sell or a solicitation of an offer to
purchase or sell, with respect to any securities, including in
connection with the Financing Condition. The Offers to purchase the
Notes are only being made pursuant to the terms of the Offer to
Purchase. The Offers are not being made in any state or
jurisdiction in which such Offers would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction. None of Apache, the Dealer Managers, or the
Tender Agent and Information Agent is making any recommendation as
to whether or not Holders should tender their Notes in connection
with the Offers.
About Apache
Apache Corporation is an oil and gas exploration and production
company with operations in the United States, Egypt and the United
Kingdom and exploration activities offshore Suriname. Apache posts
announcements, operational updates, investor information and press
releases on its website, www.apachecorp.com.
Cautionary Statements and Risk Factors That May Affect
Future Results
Certain information contained in this release is forward-looking
information based on current expectations and plans that involve
risks and uncertainties. Forward-looking statements are not
guarantees of performance. Actual events or results may differ
materially because of conditions in our markets or other factors.
Moreover, Apache does not, nor does any other person, assume
responsibility for the accuracy and completeness of those
statements. Unless otherwise required by applicable securities
laws, Apache disclaims any intention or obligation to update any of
the forward-looking statements after the date of this release. If
Apache does update one or more forward-looking statements, no
inference should be drawn that it will make additional updates with
respect to those or other forward-looking statements. All of the
forward-looking statements are qualified in their entirety by
reference to the factors discussed under “Risk Factors” in the
Offer to Purchase and under “Forward-Looking Statements and Risk”
and “Risk Factors” in Apache’s Annual Report on Form 10-K for the
year ended December 31, 2019 and Quarterly Reports on Form 10-Q for
the quarterly periods ended March 31, 2020 and June 30, 2020 (each
of which is incorporated by reference in the Offer to Purchase) and
similar sections in any subsequent filings, which describe risks
and factors that could cause results to differ materially from
those projected in those forward-looking statements.
Those risk factors may not be exhaustive. Apache operates in a
continually changing business environment, and new risk factors
emerge from time to time. Apache cannot predict these new risk
factors or assess the impact, if any, of these new risk factors on
Apache’s businesses or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those described in any forward-looking statements.
Accordingly, forward-looking statements should not be relied upon
as a prediction of actual results.
Contacts
Investor: (281)
302-2286 Gary Clark
Media: (713)
296-7276 Castlen Kennedy
Website: www.apachecorp.com
APA-F
APA (NASDAQ:APA)
Historical Stock Chart
From Aug 2024 to Sep 2024
APA (NASDAQ:APA)
Historical Stock Chart
From Sep 2023 to Sep 2024