HOUSTON, Aug. 09, 2021 (GLOBE NEWSWIRE) — Apache Corporation announced today that it has commenced cash tender offers to purchase up to $1.5 billion in aggregate principal amount of its outstanding notes listed in the table below. 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 August 9, 2021 (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 August 13, 2021, 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 August 13, 2021, 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 | Acceptance Priority Level(1) |
Principal Amount Outstanding |
Purchase Price(2) |
||
| 4.250% Notes due 2044 | 037411 BC8 | 1 | $546,265,000 | $1,000.00 | ||
| 4.750% Notes due 2043 | 037411 BA2 | 2 | $1,126,048,000 | $1,055.00 | ||
| 4.375% Notes due 2028 | 037411 BE4 | 3 | $992,815,000 | $1,060.00 | ||
| 5.100% Notes due 2040 | 037411 AW5 | 4 | $1,332,639,000 | $1,092.50 | ||
| 4.875% Notes due 2027 | 037411 BJ3 | 5 | $750,000,000 | $1,080.00 | ||
| 4.250% Notes due 2030 | 037411 BF1 | 6 | $579,599,000 | $1,070.00 | ||
| 7.625% Debentures due 2096 | 037411 AL9 | 7 | $39,170,000 | $1,095.00 | ||
| 7.700% Notes due 2026 | 037411 AJ4 | 8 | $78,588,000 | $1,215.00 | ||
| 7.950% Notes due 2026 | 037411 AK1 | 9 | $133,268,000 | $1,205.00 | ||
| 7.750% Notes due 2029 | 03746 AAA8 | 10 | $235,407,000 | $1,247.50 | ||
| 5.350% Notes due 2049 | 037411 BG9 | 11 | $386,754,000 | $1,102.50 | ||
| 5.250% Notes due 2042 | 037411 AY1 | 12 | $399,131,000 | $1,110.00 | ||
| 4.625% Notes due 2025 | 037411 BH7 | 13 | $500,000,000 | $1,087.50 | ||
| 7.375% Debentures due 2047 | 037411 AM7 | 14 | $150,000,000 | $1,247.50 | ||
| 6.000% Notes due 2037 | 037411 AR6 | 15 | $443,223,000 | $1,180.00 | ||
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| (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 15 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 15 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 August 16, 2021, 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 August 18, 2021, the third business day following the Expiration Time (the “Guaranteed Delivery Settlement Date”).
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 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.
