Apache Corporation (Nasdaq: APA) today announced that it has
amended its previously announced cash tender offers (each, an
“Offer” and, collectively, the “Offers”) to purchase a portion of
its 3.625% notes due 2021, 2.625% notes due 2023, 3.250% notes due
2022, 4.250% notes due 2044, 4.750% notes due 2043, 5.100% notes
due 2040, and 5.250% notes due 2042 (each series, a “Series of
Notes,” and such notes, collectively, the “Notes”) made pursuant to
Apache’s Offer to Purchase, dated August 3, 2020 (the “Offer to
Purchase”) to increase the Aggregate Maximum Purchase Price (as
defined in the Offer to Purchase) from $460,000,000 to $638,198,120
and to eliminate the Maximum Tender SubCaps (as defined in the
Offer to Purchase). All other terms and conditions of the Offers
set forth in the Offer to Purchase remain unchanged. As a result,
Apache will accept all Notes tendered as of 5:00 p.m., New York
City time, on August 14, 2020 (the “Early Tender Deadline”).
According to information received from D.F. King & Co.,
Inc., the Tender Agent and Information Agent for the Offers, as of
the Early Tender Deadline, Apache had received valid tenders from
holders of Notes that were not validly withdrawn as set forth in
the table below under the heading “Principal Amount Tendered.”
Notes |
CUSIP Numbers |
Principal Amount Outstanding Prior to the
Offers |
Principal Amount Tendered (All
Accepted) |
Acceptance Priority Level |
Total Consideration(1)(2)(3) |
3.625% notes due 2021 |
037411AX3 |
$292,587,000 |
$109,844,000 |
1 |
$1,005.00 |
2.625% notes due 2023 |
037411BD6 |
$180,763,000 |
$57,172,000 |
2 |
$1,000.00 |
3.250% notes due 2022 |
037411AZ8 |
$460,057,000 |
$246,531,000 |
3 |
$1,020.00 |
4.250% notes due 2044 |
037411BC8 |
$706,417,000 |
$82,208,000 |
4 |
$925.00 |
4.750% notes due 2043 |
037411BA2 |
$1,306,622,000 |
$88,746,000 |
5 |
$965.00 |
5.100% notes due 2040 |
037411AW5 |
$1,396,531,000 |
$53,132,000 |
6 |
$970.00 |
5.250% notes due 2042 |
037411AY1 |
$421,692,000 |
$6,135,000 |
7 |
$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tendered and not validly withdrawn and accepted for purchase.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the Early Tender Deadline (and not validly withdrawn) and accepted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.
Subject to the terms and conditions of the Offers, the
consideration to be paid in the Offers for each Series of Notes
(such consideration, the “Total Consideration”) validly tendered on
or before the Early Tender Deadline and accepted for purchase by
Apache includes an early tender premium of $50 per $1,000 in
aggregate principal amount of Notes accepted for purchase in the
Offers (the “Early Tender Premium”). In addition to the Total
Consideration, holders whose Notes are accepted for purchase will
also 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 Early Settlement Date (as defined below).
The settlement date for the Notes validly tendered on or before
the Early Tender Deadline and accepted for purchase (the “Early
Settlement Date”) is expected to be August 18, 2020.
The deadline for Holders to validly withdraw tenders of Notes
has passed. Accordingly, Notes that were tendered at or before the
Early Tender Deadline may not be withdrawn or revoked, except as
required by applicable law.
Each Offer will expire at 11:59 p.m., New York City time, on
August 28, 2020, unless extended or earlier terminated.
However, because the aggregate purchase price of the Notes validly
tendered and not validly withdrawn as of the Early Tender Deadline
equals the Aggregate Maximum Purchase Price, as amended, and Apache
does not intend to further increase the Aggregate Maximum Purchase
Price, no Notes tendered after the Early Tender Deadline will be
accepted for purchase in the Offers.
Notes not accepted for purchase will be promptly credited to the
account of the registered holder of such Notes with The Depository
Trust Company in accordance with the Offer to Purchase.
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 as described in the Offer to
Purchase, 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”). The
Financing Condition is expected to be satisfied today by the
closing of its offering of $1,250,000,000 in aggregate principal
amount of 4.625% notes due 2025 and 4.875% notes due 2027. Apache
may amend, extend, or, subject to certain conditions and applicable
law, terminate each Offer at any time in its sole discretion.
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 were made pursuant to the terms of the Offer to Purchase.
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
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