Apache Corporation announced today that it has commenced cash
tender offers (each, an “Offer” and collectively, the “Offers”) to
purchase up to $500 million in aggregate principal amount (the
“Maximum Purchase Amount”) of its outstanding notes listed in the
table below (the “Notes,” and each, a “Series” of Notes). Subject
to the Maximum Purchase Amount, the amount of a Series of Notes
that is purchased in the Offers will be based on the Acceptance
Priority Levels set forth below.
The Offers are being made on the terms and
subject to the conditions set forth in the offer to purchase dated
March 14, 2022 (the “Offer to Purchase”). Capitalized terms used in
this release but not otherwise defined have the meaning given in
the Offer to Purchase.
Consummation of the Offers and payment for the
Notes accepted for purchase are subject to the satisfaction or
waiver of certain conditions described in the Offer to Purchase,
including the Maximum Purchase Condition (as defined below), as
well as other customary conditions. Subject to applicable law,
Apache has reserved the absolute right to, in its sole discretion,
at any time, (i) waive any and all conditions to the Offers, (ii)
extend, terminate, or withdraw any Offer or the Offers, (iii)
increase the Maximum Purchase Amount or waive the Maximum Purchase
Condition, with or without extending the Withdrawal Time (as
defined below), or (iv) otherwise amend the Offers in any
respect.
The Offers will expire at 5:00 p.m., New York
City time, on March 18, 2022, unless extended or earlier terminated
as described in the Offer to Purchase (such time and date, as they
may be extended, the “Expiration Time”). Holders of the Notes
(“Holders”) may withdraw their validly tendered Notes at any time
at or prior to 5:00 p.m., New York City time, on March 18,
2022, unless extended (such time and date, as they may be extended,
the “Withdrawal Time”). Holders are urged to read the Offer to
Purchase carefully before making any decision with respect to the
Offers.
Certain information regarding the Notes and the
Offers is set forth in the table below.
Title of Security |
CUSIP |
AcceptancePriority Level(1) |
Principal AmountOutstanding |
PurchasePrice(2) |
4.625% Notes due 2025 |
037411 BH7 |
1 |
$496,518,000 |
$1,050.00 |
4.375% Notes due 2028 |
037411 BE4 |
2 |
$702,979,000 |
$1,042.50 |
4.250% Notes due 2030 |
037411 BF1 |
3 |
$579,497,000 |
$1,042.50 |
4.875% Notes due 2027 |
037411 BJ3 |
4 |
$367,691,000 |
$1,060.00 |
7.750% Notes due 2029 |
03746 AAA8 |
5 |
$235,407,000 |
$1,205.00 |
7.700% Notes due 2026 |
037411 AJ4 |
6 |
$78,588,000 |
$1,150.00 |
7.950% Notes due 2026 |
037411 AK1 |
7 |
$132,118,000 |
$1,160.00 |
___________________
(1) Subject to the satisfaction or waiver of the
conditions of the Offers described in the Offer to Purchase, if the
Maximum Purchase Condition is not satisfied with respect to every
Series of Notes, we will accept Notes for purchase in the order of
their respective Acceptance Priority Level specified in the table
above (each, an “Acceptance Priority Level,” with 1 being the
highest Acceptance Priority Level and 7 being the lowest Acceptance
Priority Level). It is possible that a Series of Notes with a
particular Acceptance Priority Level will not be accepted for
purchase even if one or more Series with a higher or lower
Acceptance Priority Level are accepted for purchase. If any Series
of Notes is accepted for purchase under the Offers, all Notes of
that Series that are validly tendered and not validly withdrawn
will be accepted for purchase. As a result, no Series of Notes
accepted for purchase will be prorated.
(2) 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”)).
Subject to the Maximum Purchase Amount, the
application of the Acceptance Priority Levels and the other terms
and conditions described in the Offer to Purchase, Apache intends
to accept for purchase all Notes validly tendered and not validly
withdrawn at or prior to the Expiration Time. The applicable
Purchase Price for each $1,000 principal amount of Notes validly
tendered and accepted for purchase will be determined as set forth
in the table above. Holders who validly tender and do not validly
withdraw their Notes at or prior to the Expiration Time will be
eligible to receive the applicable Purchase Price.
Apache’s obligation to complete an Offer with
respect to a particular Series of Notes validly tendered is
conditioned on the aggregate principal amount purchased in the
Offers (the “Aggregate Purchase Amount”) not exceeding the Maximum
Purchase Amount, and on the Maximum Purchase Amount being
sufficient to pay the Aggregate Purchase Amount for all validly
tendered Notes of such Series (after paying the Aggregate Purchase
Amount for all validly tendered Notes that have a higher Acceptance
Priority Level) (the “Maximum Purchase Condition”).
If the Maximum Purchase Condition is not
satisfied with respect to each series of Notes, for (i) a series of
Notes (the “First Non-Covered Notes”) for which the Maximum
Purchase Amount is less than the sum of (x) the Aggregate Purchase
Amount for all validly tendered First Non-Covered Notes and (y) the
Aggregate Purchase Amount for all validly tendered Notes of all
series, having a higher Acceptance Priority Level as set forth
above (with 1 being the highest Acceptance Priority Level and 7
being the lowest Acceptance Priority Level) than the First
Non-Covered Notes, and (ii) all series of Notes with an Acceptance
Priority Level lower than the First Non-Covered Notes (together
with the First Non-Covered Notes, the “Non-Covered Notes”), then
Apache may, at any time on or prior to the Expiration Time:
(a) terminate an Offer with respect to one or
more series of Non-Covered Notes for which the Maximum Purchase
Condition has not been satisfied, and promptly return all validly
tendered Notes of such series, and any other series of Non-Covered
Notes, to the respective tendering Holders; or
(b) waive the Maximum Purchase Condition with
respect to one or more series of Non-Covered Notes and accept all
Notes of such series, and of any series of Notes having a higher
Acceptance Priority Level, validly tendered; or
(c) if there is any series of Non-Covered Notes
with a lower Acceptance Priority Level than the First Non-Covered
Notes for which:
(i) the Aggregate
Purchase Amount necessary to purchase all validly tendered Notes of
such series, plus
(ii) the Aggregate
Purchase Amount necessary to purchase all validly tendered Notes of
all series having a higher Acceptance Priority Level than such
series of Notes, other than any series of Non-Covered Notes that
has or have not also been accepted as contemplated by this clause
(c), is equal to, or less than, the Maximum Purchase Amount, accept
all validly tendered Notes of all such series having a lower
Acceptance Priority Level, until there is no series of Notes with a
higher or lower Acceptance Priority Level to be considered for
purchase for which the conditions set forth above are met.
It is possible that a series of Notes with a
particular Acceptance Priority Level will fail to meet the
conditions set forth above and therefore will not be accepted for
purchase even if one or more series with a higher or lower
Acceptance Priority Level are accepted for purchase.
Settlement for Notes validly tendered at or
prior to the Expiration Time is expected to occur on March 21,
2022, the first business day following the Expiration Time, unless
extended by Apache in its sole discretion (the “Settlement Date”).
Settlement for Notes delivered pursuant to the guaranteed delivery
procedures described in the Offer to Purchase and accepted for
purchase pursuant to the Offers is expected to occur on March 23,
2022, the third business day following the Expiration Time (the
“Guaranteed Delivery Settlement Date”).
In addition to the Purchase Price, all Notes
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 whose Notes are tendered pursuant to the guaranteed
delivery procedures described in the Offer to Purchase and are
accepted for purchase will not receive payment in respect of any
interest for the period from and including the Settlement Date.
Citigroup Global Markets Inc., Mizuho Securities
USA LLC, MUFG Securities Americas Inc., Truist Securities, Inc. and
Wells Fargo Securities LLC are acting as Lead Dealer Managers and
D.F. King & Co., Inc. is acting as the Tender and Information
Agent for the Offers. Requests for documents may be directed to
D.F. King & Co., Inc. at (800) 714-3311, apache@dfking.com or
may be downloaded at www.dfking.com/apache. Questions regarding the
Offers 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 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. 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. Holders are urged to evaluate
carefully all information in the Offer to Purchase, including the
documents incorporated by reference herein, consult their
investment, accounting, legal and tax advisors and make their own
decisions as to whether to tender any of their Notes, and, if so,
the principal amount of Notes to tender.
About Apache
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 corporation,
APA Corporation, posts announcements, operational updates, investor
information and press releases on its website, www.apacorp.com.
Forward-Looking Statements
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, 2021 (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.
Contacts
Investor: |
(281) 302-2286 |
Gary Clark |
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Media: |
(713) 296-7276 |
Castlen Kennedy |
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Website: |
www.apacorp.com |
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