Apache Corporation announced today that it has amended its
previously announced cash tender offers (each, an “Offer” and
collectively, the “Offers”) to purchase up to $500 million in
aggregate principal amount of its outstanding notes listed in the
table below (the “Notes,” and each, a “Series” of Notes) made
pursuant to Apache’s Offer to Purchase, dated March 14, 2022 (the
“Offer to Purchase”), to increase the Maximum Purchase Amount from
$500 million to $1,103,610,000. All other terms and conditions of
the Offers set forth in the Offer to Purchase remain unchanged. The
Offers expired at 5:00 p.m., New York City time,
on March 18, 2022 (the “Expiration Time”).
The Offers were made on the terms and subject to
the conditions set forth in the Offer to Purchase and the related
notice of guaranteed delivery (the “Notice of Guaranteed Delivery”
and, together with the Offer to Purchase, the “Offer
Documents”).
The table below sets forth certain information
about the Offers, including the aggregate principal amount of Notes
validly tendered and accepted in the Offers, and the aggregate
principal amount of Notes reflected in Notices of Guaranteed
Delivery delivered at or prior to the Expiration Time pursuant to
the Offer Documents.
Title of Security |
CUSIP |
Acceptance Priority Level |
Principal Amount Outstanding |
Purchase Price(1) |
Principal Amount Tendered(2) |
Principal Amount Accepted(2) |
Principal Amount Reflected in Notices of Guaranteed
Delivery to be Accepted |
4.625% Notes due 2025 |
037411 BH7 |
1 |
$496,518,000 |
$1,050.00 |
$445,729,000 |
$445,729,000 |
$1,971,000 |
4.375% Notes due 2028 |
037411 BE4 |
2 |
$702,979,000 |
$1,042.50 |
$377,700,000 |
$377,700,000 |
$16,920,000 |
4.250% Notes due 2030 |
037411 BF1 |
3 |
$579,497,000 |
$1,042.50 |
$323,917,000 |
$0 |
— |
4.875% Notes due 2027 |
037411 BJ3 |
4 |
$367,691,000 |
$1,060.00 |
$259,942,000 |
$259,942,000 |
$1,348,000 |
7.750% Notes due 2029 |
03746 AAA8 |
5 |
$235,407,000 |
$1,205.00 |
$80,062,000 |
$0 |
— |
7.700% Notes due 2026 |
037411 AJ4 |
6 |
$78,588,000 |
$1,150.00 |
$9,464,000 |
$0 |
— |
7.950% Notes due 2026 |
037411 AK1 |
7 |
$132,118,000 |
$1,160.00 |
$45,169,000 |
$0 |
— |
(1) Per $1,000 principal amount of Notes validly
tendered and accepted for purchase in the Offers (exclusive of any
accrued and unpaid interest, which will be paid in addition to the
Purchase Price, from, and including, the last interest payment date
for the relevant Series of Notes up to, but excluding, the
Settlement Date (as defined below) (“Accrued Interest”)).
(2) The amounts exclude the principal amounts of
Notes for which holders have complied with certain procedures
applicable to guaranteed delivery pursuant to the Guaranteed
Delivery Procedures (as defined in the Offer to Purchase). Such
amounts remain subject to the Guaranteed Delivery Procedures. Notes
tendered pursuant to the Guaranteed Delivery Procedures are
required to be tendered at or prior to 5:00 p.m., New
York City time, on March 22, 2022.
Overall, $1,083,371,000 principal
amount of Notes have been tendered and accepted for purchase for an
aggregate Purchase Price of approximately $1.137 billion, which
includes applicable premium and excludes Accrued Interest. The
amounts in the foregoing sentence also exclude Notes delivered
pursuant to the Guaranteed Delivery Procedures (as defined in the
Offer to Purchase).
Settlement for Notes validly tendered at or
prior to the Expiration Time is expected to occur on March 21,
2022, the first business day following the Expiration Time (the
“Settlement Date”). Settlement for Notes delivered pursuant to the
Guaranteed Delivery Procedures and accepted for purchase pursuant
to the Offers is expected to occur on March 23, 2022, the
third business day following the Expiration Time (the “Guaranteed
Delivery Settlement Date”).
In addition to the Purchase Price, all Notes
validly tendered and accepted for purchase pursuant to the Offers,
will, on the Settlement Date or the Guaranteed Delivery Settlement
Date, as applicable, also receive Accrued Interest in respect of
such Notes. For the avoidance of doubt, Accrued Interest will cease
to accrue on the Settlement Date for all Notes accepted in the
Offers and holders of the Notes whose Notes are tendered pursuant
to the Guaranteed Delivery Procedures described in the Offer
Documents and are accepted for purchase will not receive payment in
respect of any interest for the period from and including the
Settlement Date.
Apache’s obligation to accept Notes tendered in
each Offer was subject to the satisfaction or waiver of certain
conditions described in the Offer to Purchase, including the
Maximum Purchase Condition (as defined in the Offer to
Purchase).
The Maximum Purchase Condition has been
satisfied with respect to all Offers. Accordingly, all Notes of the
Series indicated in the table above validly tendered and not
validly withdrawn at or prior to the Expiration Time have been
accepted for purchase.
All other conditions described in the Offer to
Purchase that were to be satisfied or waived on or prior to the
Expiration Time have been satisfied.
Apache engaged Citigroup Global
Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas
Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC to
act as lead dealer managers (collectively, the “Lead Dealer
Managers”) in connection with the Offers and appointed D.F.
King & Co., Inc. (“D.F. King”) to serve as the Tender Agent and
Information Agent for the Offers. Requests for documents may be
directed to D.F. King & Co., Inc. at (800) 714-3311,
apache@dfking.com or may be downloaded at www.dfking.com/apache.
Questions regarding the Offers may be directed to Citigroup Global
Markets Inc. collect at (212) 723-6106 or toll-free at (800)
558-3745, Mizuho Securities USA LLC collect at (212) 205-7736 or
toll-free at (866) 271-7403, MUFG Securities Americas Inc. collect
at (212) 405-7481 or toll-free at (877) 744-4532, Truist
Securities, Inc. collect at (404) 926-5828 and Wells Fargo
Securities, LLC collect at (704) 410-4756 or toll-free at (866)
309-6319.
This release is for informational purposes only
and is not an offer to purchase, a solicitation of an offer to
purchase, or a solicitation of consents with respect to any
securities. The terms and conditions of the Offers are described in
the Offer to Purchase, and this release must be read in conjunction
with the Offer to Purchase. If any holder of Notes is in any doubt
as to the contents of this release, or the Offer to Purchase, or
the action it should take, it is recommended to seek its own
financial and legal advice, including in respect of any tax
consequences, immediately from its stockbroker, bank manager,
solicitor, accountant, or other independent financial, tax, or
legal adviser.
About Apache
Apache Corporation, a direct, wholly-owned
subsidiary of APA Corporation (Nasdaq: APA), is an oil and gas
exploration and production company with operations in the United
States, Egypt and the United Kingdom. Apache’s parent corporation,
APA Corporation, posts announcements, operational updates, investor
information and press releases on its website, www.apacorp.com.
Forward-Looking Statements
This release contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward-looking
statements can be identified by words such as “anticipates,”
“intends,” “plans,” “seeks,” “believes,” “continues,” “could,”
“estimates,” “expects,” “guidance,” “may,” “might,” “outlook,”
“possibly,” “potential,” “projects,” “prospects,” “should,” “will,”
“would,” and similar references to future periods, but the absence
of these words does not mean that a statement is not
forward-looking. These statements include, but are not limited to,
statements about future plans, expectations, and objectives for
Apache’s operations, including statements about our capital plans,
drilling plans, production expectations, asset sales, and
monetizations. While forward-looking statements are based on
assumptions and analyses made by us that we believe to be
reasonable under the circumstances, whether actual results and
developments will meet our expectations and predictions depend on a
number of risks and uncertainties which could cause our actual
results, performance, and financial condition to differ materially
from our expectations. All of the forward-looking statements are
qualified in their entirety by reference to the factors discussed
under “TERMS OF THE OFFERS—Certain Significant Consequences to
Holders” 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, 2021 (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. Any forward-looking
statement made by Apache in this release speaks only as of the date
on which it is made. Factors or events that could cause our actual
results to differ may emerge from time to time, and it is not
possible for us to predict all of them. Apache undertakes no
obligation to publicly update any forward-looking statement,
whether as a result of new information, future development or
otherwise, except as may be required by law.
Contacts |
|
Investor: |
(281)
302-2286 |
Gary
Clark |
Media: |
(713) 296-7276 |
Castlen Kennedy |
Website: www.apacorp.com
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