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validly withdrawn prior to or at 5:00 p.m., New York City time, on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 apache@dfking.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.
About Apache
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.
Contacts
Investors: (281)
302-2286 Gary Clark
Media: (713)
296-7276 Phil West
Website: www.apachecorp.com
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