HOUSTON, Nov. 27, 2018 /PRNewswire/ -- Anadarko
Petroleum Corporation (NYSE: APC) today announced the commencement
of a 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
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. Notes that are accepted in the
Tender Offer will be purchased, retired and cancelled by Anadarko
and will no longer represent outstanding obligations of
Anadarko.
The following table sets forth certain information regarding the
Notes and the Tender Offer:
Title of
Security
|
CUSIP
Number
|
Principal
Amount
Outstanding
|
Acceptance
Priority
Level
|
Reference U.S.
Treasury Security
|
Bloomberg
Reference
Page(1)
|
Early
Tender
Premium
(per
$1,000)
|
Fixed
Spread
(basis
points)
|
Hypothetical
Total
Consideration(2)
|
3.45% Notes due
2024
|
032511BJ5
|
$625,000,000
|
1
|
2.875% U.S.
Treasury Note due
31 Oct 2023
|
FIT1
|
$30
|
145
|
$955.53
|
4.85% Notes due
2021
|
032511BM8
|
$800,000,000
|
2
|
2.875% U.S.
Treasury Note due
15 Nov 2021
|
FIT1
|
$30
|
85
|
$1,023.40
|
5.55% Notes due
2026
|
032511BN6
|
$1,100,000,000
|
3
|
3.125% U.S.
Treasury Note due
15 Nov 2028
|
FIT1
|
$30
|
175
|
$1,042.66
|
|
|
(1)
|
The applicable page
on Bloomberg from which the dealer managers for the Tender Offer
will quote the bid-side prices of the applicable U.S. Treasury
Security.
|
(2)
|
Per $1,000 principal
amount of Notes and shows a hypothetical Total Consideration based
on the Reference Yield as of 11:00 a.m., New York City time on
November 26, 2018, assuming that we elect to purchase the Notes
validly tendered on or prior to the Early Tender Deadline, and
assuming the hypothetical Total Consideration therefor is paid on
the Early Settlement Date. All capitalized but undefined terms are
defined below.
|
The Tender Offer is being made upon and is subject to the terms
and conditions set forth in Anadarko's Offer to Purchase dated
Nov. 27, 2018 (the "Offer to
Purchase") and the related Letter of Transmittal. The Tender Offer
will expire at 11:59 p.m.,
New York City time, on
Dec. 24, 2018, unless extended or
earlier terminated by Anadarko (the "Expiration Date").
The consideration paid in the Tender Offer for each series of
Notes that are validly tendered and accepted for purchase will be
determined in the manner described in the Offer to Purchase by
reference to a fixed spread over the yield to maturity of the
applicable U.S. Treasury Security specified in the table above and
in the Offer to Purchase (the "Total Consideration"). Holders of
Notes that are validly tendered and not withdrawn at or prior to
5:00 p.m., New York City time, on Dec. 10, 2018 (the "Early Tender Deadline") and
accepted for purchase will receive the applicable Total
Consideration, which includes an early tender premium of
$30.00 per $1,000 principal amount of the Notes accepted for
purchase (the "Early Tender Premium"). Holders of Notes who validly
tender their Notes following the Early Tender Deadline but at or
prior to the Expiration Date will only receive the applicable
"Tender Offer Consideration" per $1,000 principal amount of any such Notes
tendered by such holders that are accepted for purchase, which is
equal to the applicable Total Consideration minus the Early Tender
Premium. The Total Consideration will be determined at 11:00 a.m., New York
City time, on the day following the Early Tender Deadline,
which is expected to be Dec. 11,
2018, unless extended by Anadarko.
Tenders of Notes may be withdrawn at any time at or prior to
5:00 p.m., New York City time, on Dec. 10, 2018 and may not be withdrawn thereafter
except in certain limited circumstances where additional withdrawal
rights are required by law.
Payments for Notes purchased will include accrued and unpaid
interest from and including the last interest payment date
applicable to the relevant series of Notes up to, but not
including, the applicable settlement date for such Notes accepted
for purchase. The settlement date for Notes that are validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline is expected to be Dec. 12,
2018, the second business day following the Early Tender
Deadline (the "Early Settlement Date"). The settlement date for
Notes that are tendered following the Early Tender Deadline but at
or prior to the Expiration Date and accepted for purchase is
expected to be Dec. 27, 2018, the
second business day following the Expiration Date (the "Final
Settlement Date"), assuming the Maximum Tender Amount is not
purchased on the Early Settlement Date.
Subject to the Maximum Tender Amount, all Notes validly tendered
and not validly withdrawn at or prior to the Early Tender Deadline
having a higher Acceptance Priority Level (with 1 being the
highest) will be accepted before any tendered Notes having a lower
Acceptance Priority Level (with 3 being the lowest), and all Notes
validly tendered following the Early Tender Deadline having a
higher Acceptance Priority Level will be accepted before any Notes
tendered following the Early Tender Deadline having a lower
Acceptance Priority Level. However, even if the Tender Offer is not
fully subscribed as of the Early Tender Deadline, subject to the
Maximum Tender Amount, Notes validly tendered and not validly
withdrawn at or prior to the Early Tender Deadline will be accepted
for purchase in priority to other Notes tendered following the
Early Tender Deadline even if such Notes tendered following the
Early Tender Deadline have a higher Acceptance Priority Level than
Notes tendered at or prior to the Early Tender Deadline.
Notes of a series may be subject to proration if the aggregate
principal amount of the Notes of such series validly tendered and
not validly withdrawn would cause the Maximum Tender Amount to be
exceeded. If the Notes within an Acceptance Priority Level are
accepted on a prorated basis, no series of Notes with an Acceptance
Priority Level lower than such prorated series of Notes will be
accepted for purchase. Furthermore, if the Tender Offer is fully
subscribed as of the Early Tender Deadline, holders who validly
tender Notes following the Early Tender Deadline will not have any
of their Notes accepted for purchase.
Anadarko's obligation to accept for purchase and to pay for the
Notes validly tendered in the Tender Offer is conditioned on the
satisfaction or waiver of the conditions described in the Offer to
Purchase. Anadarko reserves the right, subject to applicable law,
to: (i) waive any and all conditions to the Tender Offer; (ii)
extend or terminate the Tender Offer with respect to any series of
the Notes; (iii) increase or decrease the Maximum Tender Amount; or
(iv) otherwise amend the Tender Offer in any respect. 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 an Offer to
Purchase dated Nov. 27, 2018 and a
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