HOUSTON, Dec. 11, 2018 /PRNewswire/ -- Anadarko
Petroleum Corporation (NYSE: APC) today announced the early results
of its previously announced cash tender offer (the "Tender Offer")
for up to $500 million combined
aggregate principal amount (the "Maximum Tender Amount") of its
outstanding 3.45% Notes due 2024, 4.85% Notes due 2021 and 5.55%
Notes due 2026 (collectively, the "Notes") in the priorities set
forth in the table below. The terms and conditions of the Tender
Offer are described in Anadarko's Offer to Purchase dated
Nov. 27, 2018 (the "Offer to
Purchase") and the related Letter of Transmittal. As previously
announced, the purpose of the Tender Offer is to reduce the
outstanding debt represented by the Notes purchased in the Tender
Offer and reduce Anadarko's future interest expense.
As of 5:00 p.m., New York City time, on Dec. 10, 2018 (the "Early Tender Deadline"), the
principal amounts of the Notes listed in the table below had been
validly tendered and not validly withdrawn.
Title of
Security
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
Principal
Amount
Tendered(1)
|
Acceptance
Priority
Level
|
Reference
U.S.
Treasury
Security
|
Early
Tender
Premium
(per
$1,000)
|
Fixed
Spread
(basis
points)
|
3.45% Notes
due 2024
|
032511BJ5
|
$625,000,000
|
$377,035,000
|
1
|
2.875% U.S.
Treasury Note
due 31 Oct
2023
|
$30.00
|
145
|
4.85% Notes
due 2021
|
032511BM8
|
$800,000,000
|
$606,578,000
|
2
|
2.875% U.S.
Treasury Note
due 15 Nov
2021
|
$30.00
|
85
|
5.55% Notes
due 2026
|
032511BN6
|
$1,100,000,000
|
$386,047,000
|
3
|
3.125% U.S.
Treasury Note
due 15 Nov
2028
|
$30.00
|
175
|
|
(1) As reported
by D.F. King & Co., Inc., the tender and information agent for
the Tender Offer.
|
Anadarko expects to determine the pricing terms for the Tender
Offer at 11:00 a.m., New York City time, on Dec. 11, 2018. The Tender Offer is scheduled to
expire at 11:59 p.m., New York City time, on Dec. 24, 2018. Pursuant to the terms of the
Tender Offer, the amount of Notes that will be accepted for
purchase is subject to the Maximum Tender Amount. Because the
aggregate principal amount of the Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline exceeds
the Maximum Tender Amount, the Notes that were validly tendered and
not validly withdrawn at or prior to the Early Tender Deadline will
be prorated and accepted for purchase, and Anadarko will not accept
for purchase any additional Notes tendered after the Early Tender
Deadline. Subject to the satisfaction or waiver of all
remaining conditions to the Tender Offer described in the Offer to
Purchase having been either satisfied or waived by Anadarko and
determination of pricing terms, Anadarko intends to accept for
purchase (i) all tendered 2024 Notes, (ii) $122,965,000 tendered 2021 Notes, based on a
proration factor of approximately 20.3%, and (iii) no 2026
Notes. Notes accepted for purchase will be purchased on the
Early Settlement Date, which is currently expected to occur on
Dec. 12, 2018.
Notes not accepted for purchase by Anadarko in the Tender Offer
will be promptly credited to the account of the registered holder
of such Notes with The Depository Trust Company or otherwise
returned in accordance with the Offer to Purchase and Letter of
Transmittal.
Anadarko's obligation to accept for purchase, and pay for, any
Notes validly tendered and not validly withdrawn and accepted for
purchase pursuant to the Tender Offer is conditioned on the
satisfaction or waiver by Anadarko of the conditions described in
the Offer to Purchase.
Credit Agricole Securities (USA) Inc. and Deutsche Bank Securities are
acting as dealer managers for the Tender Offer. The
information agent and tender agent is D.F. King & Co.,
Inc. Copies of the Offer to Purchase, Letter of Transmittal
and related offering materials are available by contacting D.F.
King & Co., Inc. at (888) 605-1957 (toll-free), (212) 269-5550
(banks and brokers) or apc@dfking.com. Questions regarding the
Tender Offer should be directed to Credit Agricole Securities
(USA) Inc. at (866) 807-6030
(toll-free) or (212) 261-7802 (collect) or Deutsche Bank Securities
at (866) 627-0391 (toll-free) or (212) 250-2955 (collect).
This press release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any
securities. The Tender Offer is being made only pursuant to
the Offer to Purchase and the related Letter of Transmittal, which
set forth the terms and conditions of the Tender Offer, and only in
such jurisdictions as is permitted under applicable law.
Logo - http://photos.prnewswire.com/prnh/20141103/156201LOGO
Anadarko Petroleum Corporation's mission is to deliver a
competitive and sustainable rate of return to shareholders by
exploring for, acquiring and developing oil and natural gas
resources vital to the world's health and welfare. As of year-end
2017, the company had approximately 1.44 billion barrels-equivalent
of proved reserves, making it one of the world's largest
independent exploration and production companies.
This news 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. Anadarko
believes that its expectations are based on reasonable assumptions.
No assurance, however, can be given that such expectations will
prove to have been correct. A number of factors could cause actual
results to differ materially from the projections, anticipated
results or other expectations expressed in this news release,
including the satisfaction of all conditions set forth in the Offer
to Purchase, not all of which are within Anadarko's control. See
Risk Factors in Anadarko's 2017 Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q and other public filings and press
releases. Anadarko undertakes no obligation to publicly update or
revise any forward-looking statements.
Anadarko Contacts
INVESTORS:
Mike Pearl, mike.pearl@anadarko.com, 832.636.3271
Andy Taylor, andy.taylor@anadarko.com, 832.636.3089
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SOURCE Anadarko Petroleum Corporation