HOUSTON, Dec. 11, 2018 /PRNewswire/ -- Anadarko
Petroleum Corporation (NYSE: APC) today announced the pricing terms
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.
The Total Consideration for each series of Notes is based on the
applicable reference yield plus a fixed spread over the yield to
maturity of the applicable U.S. Treasury Security specified in the
table below, and is payable to holders of the Notes who validly
tendered and did not validly withdraw their Notes at or before
5:00 p.m., New York City time, on Dec. 10, 2018 (the "Early Tender Deadline"), and
whose Notes are accepted for purchase by Anadarko. The Reference
Yields listed in the table were determined at 11:00 a.m., New York
City time, on Dec. 11, 2018,
by the dealer managers. The Total Consideration for each
series of Notes includes an early tender premium of $30.00 per $1,000
principal amount of Notes validly tendered and not validly
withdrawn by such holders and accepted for purchase by Anadarko. In
addition, holders whose Notes are accepted for purchase pursuant to
the Tender Offer will receive accrued and unpaid interest from the
last interest payment date for the applicable series of Notes up
to, but not including, the settlement date, which is expected to
occur on Dec. 12, 2018 (such date,
the "Early Settlement Date").
Title of
Security
|
CUSIP
Number
|
Principal Amount
Outstanding
|
Principal Amount
Tendered(1)
|
Principal Amount
Accepted
|
Acceptance Priority
Level
|
Reference U.S.
Treasury Security
|
Reference Treasury
Yield
|
Fixed Spread (basis
points)
|
Total Consideration
(2)(3)
|
3.45% Notes due
2024
|
032511BJ5
|
$625,000,000
|
$377,035,000
|
$377,035,000
|
1
|
2.875% U.S. Treasury
Note due 31 Oct 2023
|
2.735%
|
145
|
$963.67
|
4.85% Notes due
2021
|
032511BM8
|
$800,000,000
|
$606,578,000
|
$122,965,000
|
2
|
2.875% U.S. Treasury
Note due 15 Nov 2021
|
2.740%
|
85
|
$1,026.11
|
5.55% Notes due
2026
|
032511BN6
|
$1,100,000,000
|
$386,047,000
|
$0
|
3
|
3.125% U.S. Treasury
Note due 15 Nov 2028
|
N/A
|
175
|
N/A
|
(1)
|
As reported by D.F.
King & Co., Inc., the tender and information agent for the
Tender Offer.
|
(2)
|
Per $1,000 principal
amount of Notes accepted for purchase.
|
(3)
|
The Total
Consideration includes the early tender premium of $30.00 per
$1,000 principal amount of Notes.
|
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
aggregate principal amount of tendered 2021 Notes, based on a
proration factor of approximately 20.3%, and (iii) no 2026
Notes.
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.
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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