Apache Corporation Announces Increase in Size, Expiration and Results of Cash Tender Offer for All or a Portion of Certain of Its Outstanding Notes
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HOUSTON, March 18, 2022 (GLOBE NEWSWIRE) — Apache Corporation today announced that it has amended its previously announced cash tender offers (each, an “Offer” and collectively, the “Offers”) to purchase up to $500 million in aggregate principal amount of its outstanding notes listed in the table below (the “Notes” and each, a “Series” of Notes) issued pursuant to Apache’s offer to purchase , dated March 14, 2022 (the “Offer to Purchase”), to increase the maximum purchase amount from $500 million to $1,103,610,000. All other terms and conditions of offers set forth in the Offer to Purchase remain unchanged. The Offers expired at 5:00 p.m., New York City time, March 18, 2022 (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 ” offering documents”).
The table below sets forth certain information about the Offers, including the aggregate principal amount of Bonds validly tendered and accepted in the Offers, and the aggregate principal amount of Bonds reflected in Notices of Guaranteed Delivery delivered no later than the Time of Expiry in accordance with the Offering Documents.
|security title||CUSIP||Acceptance priority level||Principal amount outstanding||Purchase price(1)||Principal amount offered(2)||Main amount accepted(2)||Principal amount reflected in notices of guaranteed delivery to be accepted|
|4.625% Notes Due 2025||037411 BH7||1||$496,518,000||$1,050.00||$445,729,000||$445,729,000||$1,971,000|
|4.375% Notes Due 2028||037411 BE4||2||$702,979,000||$1,042.50||$377,700,000||$377,700,000||$16,920,000|
|4.250% bonds due 2030||037411BF1||3||$579,497,000||$1,042.50||$323,917,000||$0||—|
|4.875% Notes Due 2027||037411 BJ3||4||$367,691,000||$1,060.00||$259,942,000||$259,942,000||$1,348,000|
|7.750% Notes Due 2029||03746 AAA8||5||$235,407,000||$1,205.00||$80,062,000||$0||—|
|7.700% Notes Due 2026||037411 AJ4||6||$78,588,000||$1,150.00||$9,464,000||$0||—|
|7.950% Notes due 2026||037411 AK1||7||$132,118,000||$1,160.00||$45,169,000||$0||—|
(1) Per $1,000 of Notes validly tendered and accepted for purchase under the Offers (excluding any accrued and unpaid interest, which will be paid in addition to the purchase price, from the date of the last payment of interest for the relevant Series of Notes until the Settlement Date (as defined below) (exclusively) (“Accrued Interest”)).
(2) Amounts exclude 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). These amounts remain subject to guaranteed delivery procedures. Tickets surrendered pursuant to guaranteed delivery procedures must be surrendered no later than 5:00 p.m. New York City time on March 22, 2022.
In the aggregate, $1,083,371,000 principal amount of Notes has been tendered and accepted for purchase for an aggregate purchase price of approximately $1.137 billion, which includes applicable premium and excludes accrued interest. The amounts indicated in the preceding sentence also exclude Securities delivered in accordance with the Guaranteed Delivery Procedures (as defined in the Offer to Purchase).
Settlement of Bonds validly tendered on or before the Expiration Time is expected to occur on March 21, 2022, the first business day following the Expiration Time (the “Settlement Date”). Settlement for Bonds delivered pursuant to the Guaranteed Delivery Procedures and accepted for purchase pursuant to the Offers is expected to occur on March 23, 2022, the third business day following the Expiry 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 also receive, on the Settlement Date or the Guaranteed Delivery Settlement Date, as the case may be, Accrued Interest on of these Bonds. 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 Notes whose Notes are tendered in accordance with the Guaranteed Delivery Procedures described in the Offer Documents and are accepted upon purchase will not receive payment in respect of any interest for the period from and including the settlement date.
Apache’s obligation to accept the Notes tendered into 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 ‘bid).
The maximum purchase condition has been met for all offers. Accordingly, all Series Notes listed in the table above validly deposited and not validly withdrawn by the Expiry Time at the latest have been accepted for purchase.
All other conditions described in the Offer to Purchase which were to be satisfied or waived by the Expiry Time have been satisfied.
Apache has engaged Citigroup Global Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC to act as lead managers (collectively, the “Lead Managers”) in in connection with the Offers and appointed DF King & Co., Inc. (“DF King”) to serve as the Bid Agent and Information Agent for the Offers. Requests for materials may be directed to DF King & Co., Inc. at (800) 714-3311, [email protected] or can be downloaded from www.dfking.com/apache. Questions regarding the offerings may be directed to Citigroup Global Markets Inc. collect at (212) 723-6106 or toll free at (800) 558-3745, Mizuho Securities USA LLC collect at (212) 205-7736 or toll free at (866) 271-7403, MUFG Securities Americas Inc. collect at (212) 405-7481 or toll free at (877) 744-4532, Truist Securities, Inc. collect at (404) 926- 5828 and Wells Fargo Securities, LLC collect at (704) 410-4756 or toll free at (866) 309-6319.
This press release is for informational purposes only and does not constitute 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 press release should be read in conjunction with the offer to purchase. If any noteholder is in any doubt as to the contents of this announcement, or the offer to purchase, or the action they should take, they should seek their own financial and legal advice, including regarding tax consequences, immediately with its stockbroker, bank manager, lawyer, 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’s parent company, 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 may be identified by words such as “anticipates”, “has the intends to”, “plans”, “seeks”, “believes”, “continues”, “could”, “estimates”, “expects”, “gives advice”, “may”, “might”, ” plans”, “may”, “potential”, “projects”, “prospects”, “should”, “will”, “would” and similar references to future periods, but the absence of these words does not does not mean that a statement is not forward-looking. These statements include, but are not limited to, statements about future plans, expectations and goals for Apache’s operations, including statements about our capital plans, drilling plans, production expectations, our asset sales and our monetizations. Although forward-looking statements are based on assumptions and analyzes made by us that we believe are reasonable under the circumstances, whether actual results and developments will meet our expectations and forecasts depends on a number of risks and uncertainties that could cause our actual results, performance and financial condition to differ materially from our expectations. All forward-looking statements are qualified in their entirety by reference to the factors discussed under “TERMS OF THE OFFERS—Certain Material Consequences for Holders” in the Offer to Purchase and under “Forward-Looking Statements and Risks” and “Risk Factors” in the Apache’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021 (which is incorporated by reference into the Offer to Purchase) and similar sections of any subsequent filings, which describe the risks and factors could cause actual results to differ materially from those projected in such forward-looking statements. Any forward-looking statements made by Apache in this release speak only as of the date on which they are made. Factors or events that could cause our actual results to differ may arise from time to time and it is impossible for us to predict all of them. Apache undertakes no obligation to publicly update any forward-looking statements, whether as a result of new information, future development or otherwise, except as required by law.
|Investor:||(281) 302-2286||Gary Clark|
|Media:||(713) 296-7276||Kennedy Castle|