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Apache Corporation (NYSE, NASDAQ: APA) today announced the pricing of the previously announced cash tender offers (each, an “Offer” and, collectively, the “Offers”) to purchase a portion of its outstanding 2.625% notes due 2023, 3.625% notes due 2021, 3.250% notes due 2022, 6.000% notes due 2037, 7.625% notes due 2096, 7.750% notes due 2029, 7.950% notes due 2026, 7.700% notes due 2026, and 7.375% notes due 2047. Apache’s Offer to Purchase, dated June 5, 2019 (the “Offer to Purchase”), relates to nine separate Offers, one for each series of notes and in the two separate pools indicated in the tables below (each series, a “Series of Notes,” and such notes, collectively, the “Notes” and such pools being the “Pool 1” and “Pool 2” indicated in the tables below). The terms and conditions of the Offers set forth in the Offer to Purchase remain unchanged.
The applicable total consideration to be paid for each $1,000 principal amount of Notes of each series validly tendered and not validly withdrawn prior to or at 5:00 p.m., New York City time, on June 18, 2019 (the “Early Tender Deadline”) and accepted for purchase by Apache is set forth in the column entitled “Total Consideration” in the tables below (the “Total Consideration”).
| || || ||Pool 1: Offers to purchase for cash up to $550,000,000 aggregate purchase price for the securities listed below in the priority listed below.|| |
|Notes||CUSIP Numbers||Principal Amount Outstanding Prior to the Offers||Series Maximum(1)||Principal Amount Tendered||Principal Amount to Be Accepted||Acceptance Priority Level(2)||Reference Security(3)||Reference Treasury Yield||Fixed Spread (bps)||Total Consideration|
|2.625% notes due 2023||037411 BD6||$||403,235,000||N/A||$||222,472,000||$||222,472,000||1||T 2.00% due May 31, 2024||2.724||%||85||$||996.65|
|3.625% notes due 2021||037411 AX3||$||392,582,000||$||100,000,000||$||157,798,000||$||99,995,000||2||T 2.125% due May 31, 2021||2.493||%||60||$||1,015.06|
|3.250% notes due 2022||037411 AZ8||$||686,492,000||N/A||$||459,616,000||$||223,209,000||3||T 2.125% due May 15, 2022||2.603||%||75||$||1,015.96|
| || || ||Pool 2: Offers to purchase for cash up to $450,000,000 aggregate purchase price for the securities listed below in the priority listed below.|| |
|Notes||CUSIP Numbers||Principal Amount Outstanding Prior to the Offers||Series Maximum(1)||Principal Amount Tendered||Principal Amount to Be Accepted||Acceptance Priority Level(2)||Reference Security (3)||Reference Treasury Yield||Fixed Spread (bps)||Total Consideration|
|6.000% notes due 2037||037411 AR6||$||800,025,000||N/A||$||333,185,000||$||333,185,000||1||T 3.00% due February 15, 2049||4.780||%||220||$||1,143.87|
|7.625% notes due 2096||037411 AL9||$||39,170,000||N/A||$||0||$||0||2||T 3.00% due February 15, 2049||5.680||%||310||N/A|
|7.750% notes due 2029||03746 AAA8||$||300,000,000||N/A||$||79,583,000||$||53,039,000||3||T 2.375% due May 15, 2029||4.199||%||210||$||1,298.64|
|7.950% notes due 2026||037411 AK1||$||133,268,000||N/A||$||1,405,000||$||0||4||T 2.375% due May 15, 2029||3.799||%||170||N/A|
|7.700% notes due 2026||037411 AJ4||$||78,588,000||N/A||$||5,210,000||$||0||5||T 2.375% due May 15, 2029||3.799||%||170||N/A|
|7.375% notes due 2047||037411 AM7||$||150,000,000||N/A||$||27,911,000||$||0||6||T 3.00% due February 15, 2049||5.180||%||260||N/A|
________________ (1) The Series Maximum represents the maximum aggregate principal amount of Notes of such Series that will be purchased in the applicable Offer.(2) Subject to satisfaction or waiver of the conditions to the Offers, the Acceptance Priority Level procedures will operate concurrently but separately for the Pool 1 Notes and the Pool 2 Notes.(3) Bloomberg Reference Page FIT1.
The applicable Total Consideration for each Series of Notes validly tendered and not validly withdrawn on or prior to the Early Tender Deadline was determined in the manner described in the Offer to Purchase by reference to the applicable fixed spread for such Series of Notes set forth in the column entitled “Fixed Spread” in the applicable table above, over the applicable yield based on the bid side price of the U.S. Treasury Security set forth for such Series of Notes in the column entitled “Reference Security” in the applicable table above, as calculated by the Dealer Managers (as defined below) at 11:00 a.m., New York City time, on June 19, 2019. The Total Consideration includes an early tender premium of $30 per $1,000 in aggregate principal amount of Notes accepted for purchase in the Offers. The aggregate amount paid for the Notes accepted for purchase will include 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 June 21, 2019.
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 July 2, 2019, 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 exceeds the Aggregate Maximum Purchase Price, and Apache does not intend to 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 was satisfied earlier today by the closing of Apache’s offering of $1,000,000,000 in aggregate principal amount of 4.250% notes due 2030 and 5.350% notes due 2049. Apache may amend, extend, or, subject to certain conditions and applicable law, terminate each Offer at any time in its sole discretion.
Citigroup and Wells Fargo Securities are acting as Lead Dealer Managers and HSBC and TD Securities are acting as Co-Dealer Managers (collectively, the “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) 967-7510 or email@example.com. Questions regarding the Offers may be directed to Citigroup at (800) 558-3745 (toll free) or (212) 723-6106 (collect) and Wells Fargo Securities at (866) 309-6316 (toll free) or (704) 410-4756 (collect).
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. 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.
Apache Corporation is an oil and gas exploration and production company with operations in the United States, Egypt and the United Kingdom. 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, 2018 (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.
Investors: (281) 302-2286 Gary Clark
Media: (713) 296-7276 Phil West