Apache Corporation Announces Upsizing, Expiration and Results of Cash Tender Offer for Any and All of Certain of its Outstanding Notes
HOUSTON, Aug. 13, 2021 (GLOBE NEWSWIRE) -- 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 $1.5 billion 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 August 9, 2021 (the “Offer to Purchase”), to increase the Maximum Purchase Amount from $1.5 billion to $1,736,330,000. All other terms and conditions of the Offers set forth in the Offer to Purchase remain unchanged. The Offers expired at 5:00 p.m., New York City time, on August 13, 2021 (the “Expiration Time”).
The Offers were made on the terms and subject to the conditions set forth in the Offer to Purchase and the related notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Offer Documents”).
The table below sets forth certain information about the Offers, including the aggregate principal amount of Notes validly tendered and accepted in the Offers, and the aggregate principal amount of Notes reflected in Notices of Guaranteed Delivery delivered at or prior to the Expiration Time pursuant to the Offer Documents.
|Title of Security||CUSIP||Acceptance Priority Level||Principal Amount Outstanding||Purchase Price(1)||Principal Amount Tendered(2)||Principal Amount Accepted(2)||Principal Amount Reflected in Notices of Guaranteed Delivery|
|4.250% Notes due 2044||037411 BC8||1||$||546,265,000||$||1,000.00||$||312,626,000||$||312,626,000||$||14,705,000|
|4.750% Notes due 2043||037411 BA2||2||$||1,126,048,000||$||1,055.00||$||691,143,000||$||691,143,000||$||34,334,000|
|4.375% Notes due 2028||037411 BE4||3||$||992,815,000||$||1,060.00||$||288,814,000||$||288,814,000||$||19,545,000|
|5.100% Notes due 2040||037411 AW5||4||$||1,332,639,000||$||1,092.50||$||387,696,000||$||0||—|
|4.875% Notes due 2027||037411 BJ3||5||$||750,000,000||$||1,080.00||$||371,195,000||$||371,195,000||$||3,968,000|
|4.250% Notes due 2030||037411 BF1||6||$||579,599,000||$||1,070.00||$||116,104,000||$||0||—|
|7.625% Debentures due 2096||037411 AL9||7||$||39,170,000||$||1,095.00||$||5,030,000||$||0||—|
|7.700% Notes due 2026||037411 AJ4||8||$||78,588,000||$||1,215.00||$||9,362,000||$||0||—|
|7.950% Notes due 2026||037411 AK1||9||$||133,268,000||$||1,205.00||$||18,995,000||$||0||—|
|7.750% Notes due 2029||03746 AAA8||10||$||235,407,000||$||1,247.50||$||58,615,000||$||0||—|
|5.350% Notes due 2049||037411 BG9||11||$||386,754,000||$||1,102.50||$||172,908,000||$||0||—|
|5.250% Notes due 2042||037411 AY1||12||$||399,131,000||$||1,110.00||$||118,088,000||$||0||—|
|4.625% Notes due 2025||037411 BH7||13||$||500,000,000||$||1,087.50||$||175,201,000||$||0||—|
|7.375% Debentures due 2047||037411 AM7||14||$||150,000,000||$||1,247.50||$||40,105,000||$||0||—|
|6.000% Notes due 2037||037411 AR6||15||$||443,223,000||$||1,180.00||$||71,840,000||$||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 August 17, 2021.
Overall, $1,663,778,000 principal amount of Notes have been tendered and accepted for purchase for an aggregate Purchase Price of approximately $1.749 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 August 16, 2021, 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 August 18, 2021, 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 J.P. Morgan Securities LLC, Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, HSBC Securities (USA) Inc., RBC Capital Markets, LLC and TD Securities (USA) LLC to act as lead dealer managers (collectively, the “Lead Dealer Managers”) and BofA Securities, Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC to serve as co-dealer managers (collectively, the “Co-Dealer Managers” and, together with the Lead Dealer Managers, the “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. Copies of the Offer to Purchase are available at www.dfking.com/apache or by contacting D.F. King via telephone at (212) 709-3328 (for eligible institutions only) or (212) 269-5550 (for banks and brokers). Questions regarding the terms of the Offers should be directed to J.P. Morgan collect at (212) 834-3424 or toll-free at (866) 834-4666, Citigroup collect at (212) 723-6106 or toll-free at (800) 558-3745, Goldman Sachs collect at (212) 902-5962 or toll-free at (800) 828-3182, HSBC collect at (212) 525-5552 or toll-free at (866) 811-8049, RBC collect at (212) 618-7843 or toll-free at (877) 381-2099, or TD Securities collect at (212) 827-7795 or toll-free at (866) 584-2096.
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.
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 holds a majority interest in Altus Midstream Company, which, through its consolidated subsidiaries, operates gathering, processing and transmission assets in West Texas and holds equity ownership in four Permian-to-Gulf Coast pipelines. Apache’s parent corporation, APA Corporation, posts announcements, operational updates, investor information and press releases on its website, www.apacorp.com.
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, 2020, and in our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2021 and June 30, 2021 (each of 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.
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