Apache Corporation (NYSE, NASDAQ: APA) today announced the
commencement of tender offers (each, an “Offer” and, collectively,
the “Offers”) to purchase up to $1.0 billion in aggregate purchase
price (excluding accrued and unpaid interest and excluding fees and
expenses) (as such amount may be increased or eliminated by Apache
pursuant to the terms of the Offers, the “Aggregate Maximum
Purchase Price”) 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.
The terms and conditions of the Offers are set forth in Apache’s
Offer to Purchase, dated June 5, 2019 (the “Offer to
Purchase”).
The Offer to Purchase relates to nine separate Offers, one for
each series of notes and in the separate pools indicated in the
tables below (each series, a “Series of Notes,” and such notes,
collectively, the “Notes”). 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validly withdrawn pursuant to each Offer is conditioned on the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,
including the receipt by Apache of the net proceeds from the
issuance of not less than $1.0 billion in principal amount of
indebtedness in one or more debt financing transactions on terms
reasonably satisfactory to Apache (the “Financing Condition”). No
Offer is conditioned on any minimum amount of Notes being tendered
or the consummation of any other Offer.
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 |
Series
Maximum(1) |
Acceptance Priority Level(2) |
Early Tender Premium(3) |
Reference Security |
Bloomberg Reference Page |
Fixed Spread (bps) |
2.625% notes due 2023 |
037411 BD6 |
$403,235,000 |
N/A |
1 |
$30 |
T 2.00% due May 31, 2024 |
FIT1 |
85 |
3.625% notes due 2021 |
037411 AX3 |
$392,582,000 |
$100,000,000 |
2 |
$30 |
T 2.125% due May 31, 2021 |
FIT1 |
60 |
3.250% notes due 2022 |
037411 AZ8 |
$686,492,000 |
N/A |
3 |
$30 |
T 2.125% due May 15, 2022 |
FIT1 |
75 |
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 |
Series
Maximum(1) |
Acceptance Priority Level(2) |
Early Tender Premium(3) |
Reference Security |
Bloomberg Reference Page |
Fixed Spread (bps) |
6.000% notes due 2037 |
037411 AR6 |
$800,025,000 |
N/A |
1 |
$30 |
T 3.00% due February 15, 2049 |
FIT1 |
220 |
7.625% notes due 2096 |
037411 AL9 |
$39,170,000 |
N/A |
2 |
$30 |
T 3.00% due February 15, 2049 |
FIT1 |
310 |
7.750% notes due 2029 |
03746 AAA8 |
$300,000,000 |
N/A |
3 |
$30 |
T 2.375% due May 15, 2029 |
FIT1 |
210 |
7.950% notes due 2026 |
037411 AK1 |
$133,268,000 |
N/A |
4 |
$30 |
T 2.375% due May 15, 2029 |
FIT1 |
170 |
7.700% notes due 2026 |
037411 AJ4 |
$78,588,000 |
N/A |
5 |
$30 |
T 2.375% due May 15, 2029 |
FIT1 |
170 |
7.375% notes due 2047 |
037411 AM7 |
$150,000,000 |
N/A |
6 |
$30 |
T 3.00% due February 15, 2049 |
FIT1 |
260 |
________________ (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 (each as defined below).
(3) Per $1,000 principal amount of Notes validly
tendered and not validly withdrawn and accepted for purchase in the
applicable Offer at or prior to the Early Tender Deadline; it is
included in the applicable Total Consideration (as defined below)
for such Series of Notes.
Each Offer will expire at 11:59 p.m., New York City time, on
July 2, 2019, unless extended or earlier terminated (such time and
date, as the same may be extended with respect to one or more
Offers, the “Expiration Date”). Holders (as defined in the Offer to
Purchase) of Notes must validly tender and not validly withdraw
their Notes at or prior to 5:00 p.m., New York City time, on June
18, 2019 (such time and date, as the same may be extended with
respect to one or more Offers, the “Early Tender Deadline”) in
order to be eligible to receive the applicable Total Consideration
(as defined below). Holders who validly tender their Notes after
the Early Tender Deadline and at or prior to the Expiration Date
will be eligible to receive only the applicable Tender
Consideration (as defined below). Tendered Notes may be withdrawn
at or prior to 5:00 p.m., New York City time, on June 18, 2019, by
following the procedures described in the Offer to Purchase, but
may not thereafter be validly withdrawn, except as provided for in
the Offer to Purchase or required by applicable law. The Dealer
Managers will determine the applicable Total Consideration and the
applicable Tender Consideration for each series of Notes at 11:00
a.m., New York City time on June 19, 2019, in a manner further
described in the Offer to Purchase.
The maximum aggregate principal amount of the Notes accepted for
purchase in each Offer will be limited to the aggregate principal
amount of each Series indicated in the tables above (with respect
to each Offer, and subject to increase or elimination by Apache,
the “Series Maximum” and collectively, the “Series Maximums”). No
more than $550,000,000 aggregate purchase price of Apache’s 2.625%
notes due 2023 (the “2023 Notes”), 3.625% notes due 2021 (the “2021
Notes”), and 3.250% notes due 2022 (the “2022 Notes”)
(collectively, the “Pool 1 Notes”) will be purchased in the Offers
(such aggregate purchase price, excluding accrued and unpaid
interest to, but not including, the applicable Settlement Date and
excluding fees and expenses related to the Offers, subject to
increase or elimination by Apache, the “Pool 1 Maximum”). No more
than $450,000,000 aggregate purchase price of Apache’s 6.000% notes
due 2037 (the “2037 Notes”), 7.625% notes due 2096 (the “2096
Notes”), 7.750% notes due 2029 (the “2029 Notes”), 7.950% notes due
2026 (the “7.950% 2026 Notes”), 7.700% notes due 2026 (the “7.700%
2026 Notes”), and 7.375% notes due 2047 (the “2047 Notes”)
(collectively, the “Pool 2 Notes”) will be purchased in the Offers
(such aggregate purchase price, excluding accrued and unpaid
interest to, but not including, the applicable Settlement Date and
excluding fees and expenses related to the Offers, subject to
increase or elimination by Apache, the “Pool 2 Maximum”). We refer
to the Series Maximums, the Pool 1 Maximum, and the Pool 2 Maximum
as the “Tender Maximums.”
The Acceptance Priority Level procedures will operate
concurrently, but separately, for the Pool 1 Notes and the Pool 2
Notes. Subject to the Aggregate Maximum Purchase Price, the Tender
Maximums, and proration, all Pool 1 Notes and Pool 2 Notes validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline having a higher Acceptance Priority Level will be accepted
before any Pool 1 Notes or Pool 2 Notes, as applicable, validly
tendered and not validly withdrawn at or prior to the Early Tender
Deadline having a lower Acceptance Priority Level are accepted
pursuant to the Offers. All Pool 1 Notes and Pool 2 Notes validly
tendered and not validly withdrawn after the Early Tender Deadline
and at or prior to the Expiration Date having a higher Acceptance
Priority Level will, subject to the Aggregate Maximum Purchase
Price and the Tender Maximums, be accepted before any Pool 1 Notes
or Pool 2 Notes, as applicable, validly tendered and not validly
withdrawn after the Early Tender Deadline and at or prior to the
Expiration Date having a lower Acceptance Priority Level are
accepted pursuant to the Offers. However, Notes validly tendered
and not validly withdrawn at or prior to the Early Tender Deadline
will, subject to the Aggregate Maximum Purchase Price and the
Tender Maximums, be accepted for purchase in priority to other
Notes validly tendered and not validly withdrawn after the Early
Tender Deadline and at or prior to the Expiration Date, even if
such Notes validly tendered and not validly withdrawn after the
Early Tender Deadline and at or prior to the Expiration Date have a
higher Acceptance Priority Level than the Notes validly tendered
and not validly withdrawn at or prior to the Early Tender Deadline.
If the aggregate amount of Pool 1 Notes validly tendered and not
validly withdrawn at or prior to the Early Tender Deadline equals
or exceeds the Pool 1 Maximum, Holders who validly tender and do
not validly withdraw Pool 1 Notes after the Early Tender Deadline
and at or prior to the Expiration Date will not have any such Pool
1 Notes accepted for purchase regardless of the Acceptance Priority
Level of such Pool 1 Notes. If the aggregate amount of Pool 2
Notes validly tendered and not validly withdrawn at or prior to the
Early Tender Deadline equals or exceeds the Pool 2 Maximum, Holders
who validly tender and do not validly withdraw Pool 2 Notes after
the Early Tender Deadline and at or prior to the Expiration Date
will not have any such Pool 2 Notes accepted for purchase
regardless of the Acceptance Priority Level of such Pool 2 Notes.
As such, there can be no assurance that any or all tendered Notes
of a given Acceptance Priority level will be accepted for purchase.
The Offers are open to all Holders of the Notes.
If purchasing all the validly tendered and not validly withdrawn
Notes of a given Acceptance Priority Level on the applicable
Settlement Date would cause the Aggregate Maximum Purchase Price or
the Tender Maximums to be exceeded on such Settlement Date, Apache
will accept such Notes on a pro rata basis, to the extent any Notes
of such Acceptance Priority Level are accepted for purchase, so as
to not exceed the Aggregate Maximum Purchase Price or the Tender
Maximums (with adjustments to avoid the purchase of Notes in a
principal amount other than in the applicable minimum denomination
requirements contained in the indentures governing the Notes and
integral multiples of $1,000 in excess thereof). As such, there can
be no assurance that any or all tendered Notes of a given
Acceptance Priority Level will be accepted for purchase, even if
validly tendered and not validly withdrawn prior to the Early
Tender Deadline.
Apache reserves the right, but is under no obligation, to
increase or eliminate the Aggregate Maximum Purchase Price, the
Pool 1 Maximum, the Pool 2 Maximum, and/or the Series Maximums at
any time without extending the applicable Withdrawal Deadline (as
defined in the Offer to Purchase), subject to applicable law.
Subject to the Aggregate Maximum Purchase Price, the Tender
Maximums, proration, and the terms and conditions of the Offers,
Holders who validly tender and do not validly withdraw their Notes
at or prior to the Early Tender Deadline will be eligible to
receive consideration, per $1,000 principal amount, equal to the
applicable Total Consideration for such Series of Notes. The total
consideration (the “Total Consideration”) includes the applicable
early tender premium for such Series of Notes set forth in the
tables above (the “Early Tender Premium”). Holders must validly
tender and not validly withdraw their Notes at or prior to the
Early Tender Deadline in order to be eligible to receive the
applicable Total Consideration for such Notes purchased pursuant to
the Offers. Subject to the terms and conditions of the Offers,
Holders who validly tender and do not validly withdraw their Notes
after the Early Tender Deadline and at or prior to the Expiration
Date will only be eligible to receive consideration, per $1,000
principal amount, equal to the applicable Total Consideration less
the applicable Early Tender Premium (the “Tender Consideration”)
for such Series of Notes. In each case, such Holders will also be
entitled to receive accrued and unpaid interest, if any, from the
last interest payment date for the applicable Series of Notes up
to, but not including, the applicable Settlement Date, if and when
the applicable Notes are accepted for purchase (such interest with
respect to such Series of Notes, the “Accrued Interest”).
Apache reserves the right, but is under no obligation, at any
time after the Early Tender Deadline and before the Expiration
Date, to accept Notes that have been validly tendered and not
validly withdrawn for purchase on a date determined at Apache’s
option (such date, if any, the “Early Settlement Date”). Apache
currently expects the Early Settlement Date, if any, to occur on
June 21, 2019. If Apache chooses to exercise its option to have an
Early Settlement Date, Apache will purchase any remaining Notes
that have been validly tendered and not validly withdrawn after the
Early Tender Deadline and at or prior to the Expiration Date,
subject to the Aggregate Maximum Purchase Price, the Tender
Maximums, the application of the Acceptance Priority Levels, and
all conditions to the Offers having been satisfied or waived by
Apache, on the final settlement date (the “Final Settlement Date,”
and each of the Early Settlement Date and the Final Settlement
Date, a “Settlement Date”). The Final Settlement Date, if any, is
expected to be July 5, 2019, unless extended by Apache. If Apache
chooses not to exercise Apache’s option to have an Early Settlement
Date, it will purchase all Notes that have been validly tendered
and not validly withdrawn at or prior to the Expiration Date,
subject to the Aggregate Maximum Purchase Price, the Tender
Maximums, the application of the Acceptance Priority Levels, and
all conditions to the Offers having been satisfied or waived by
Apache, on the Final Settlement Date. No tenders of Notes submitted
after the Expiration Date will be valid.
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, including in
connection with the Financing Condition. 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
Investor: (281)
302-2286 Gary Clark
Media: (713)
296-7276 Castlen Kennedy
Website: www.apachecorp.com
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