APA Corporation Commences Private Exchange and Tender Offers for Certain Series of Outstanding Apache Corporation Notes and Debentures and Solicitation of Consents to Amend Certain Related Indentures
APA Corporation Commences Private Exchange and Tender Offers for Certain Series of Outstanding Apache Corporation Notes and Debentures and Solicitation of Consents to Amend Certain Related Indentures
HOUSTON, Dec. 03, 2024 (GLOBE NEWSWIRE) -- APA Corporation ("APA") (Nasdaq: APA) announced today that it has commenced offers to (i) exchange (the "Exchange Offers") any and all validly tendered and accepted notes issued by Apache Corporation, its wholly-owned subsidiary ("Apache"), for new notes to be issued by APA as described in the table below titled "Exchange Offers" and (ii) purchase for cash (the "Tender Offers" and together with the Exchange Offers, the "Offers") up to $1,000,000,000 aggregate principal amount of any and all validly tendered and accepted Apache notes listed in the table below titled "Tender Offers" (collectively, the "Apache Tender Notes"), subject to the applicable Series Cap and the Maximum Purchase Amount (each as defined below), in each case for the consideration described in the Offering Memorandum (as defined below) and summarized in the respective tables below. Only holders who have duly completed and returned an eligibility letter certifying that they are either (1) a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") or (2) a non-"U.S. person" (as defined in Rule 902 under the Securities Act) located outside of the United States and who is a "Non-U.S. qualified offeree" (as defined in the eligibility letter) are authorized to receive the Offering Memorandum and to participate in the Offers (each such holder, an "Eligible Holder"). The eligibility letter is available electronically at . Capitalized terms used in this release but not otherwise defined have the meaning given in the Offering Memorandum.
HOUSTON, Dec. 03, 2024 (GLOBE NEWSWIRE) -- APA Corporation ("APA") (Nasdaq: APA) announced today that it has commenced offers to (i) exchange (the "Exchange Offers") any and all validly tendered and accepted notes issued by Apache Corporation, its wholly-owned subsidiary ("Apache"), for new notes to be issued by APA as described in the table below titled "Exchange Offers" and (ii) purchase for cash (the "Tender Offers" and together with the Exchange Offers, the "Offers") up to $1,000,000,000 aggregate principal amount of any and all validly tendered and accepted Apache notes listed in the table below titled "Tender Offers" (collectively, the "Apache Tender Notes"), subject to the applicable Series Cap and the Maximum Purchase Amount (each as defined below), in each case for the consideration described in the Offering Memorandum (as defined below) and summarized in the respective tables below. Only holders who have duly completed and returned an eligibility letter certifying that they are either (1) a "qualified institutional buyer" ("QIB") as defined in Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") or (2) a non-"U.S. person" (as defined in Rule 902 under the Securities Act) located outside of the United States and who is a "Non-U.S. qualified offeree" (as defined in the eligibility letter) are authorized to receive the Offering Memorandum and to participate in the Offers (each such holder, an "Eligible Holder"). The eligibility letter is available electronically at . Capitalized terms used in this release but not otherwise defined have the meaning given in the Offering Memorandum.
Exchange Offers | |||||||
CUSIP No. |
Series of notes or debentures issued by Apache (collectively, the "Apache Notes") |
Aggregate principal amount outstanding |
Series of notes or debentures to be issued as Exchange Consideration by APA (collectively, the "APA Notes") |
Exchange Consideration (1) |
Exchange Early Participation Premium (1) |
Exchange Total Consideration (2) |
|
037411 AJ4 | 7.70% Notes due 2026 (the "March 2026 Notes") |
$78,588,000 | 7.70% Notes due 2026 (the "New March 2026 Notes") |
$970 (in APA Notes) $1.00 (in cash) |
$30 (in APA Notes) | $1,000 (in APA Notes) $1.00 (in cash) |
|
037411 AK1 | 7.95% Notes due 2026 (the "April 2026 Notes") |
$132,118,000 | 7.95% Notes due 2026 (the "New April 2026 Notes") |
$970 (in APA Notes) $1.00 (in cash) |
$30 (in APA Notes) | $1,000 (in APA Notes) $1.00 (in cash) |
|
037411 BJ3 | 4.875% Notes due 2027 (the "2027 Notes") |
$107,724,000 | 4.875% Notes due 2027 (the "New 2027 Notes") |
$970 (in APA Notes) $1.00 (in cash) |
$30 (in APA Notes) | $1,000 (in APA Notes) $1.00 (in cash) |
|
037411 BE4 | 4.375% Notes due 2028 (the "2028 Notes") |
$324,715,000 | 4.375% Notes due 2028 (the "New 2028 Notes") |
$970 (in APA Notes) $1.00 (in cash) |
$30 (in APA Notes) | $1,000 (in APA Notes) $1.00 (in cash) |
|
03746AAA8 | 7.75% Notes due December 15, 2029 (the "2029 Notes") |
$235,407,000 | 7.75% Notes due December 15, 2029 (the "New 2029 Notes") |
$970 (in APA Notes) $1.00 (in cash) |
$30 (in APA Notes) | $1,000 (in APA Notes) $1.00 (in cash) |
|
037411 BF1 | 4.250% Notes due 2030 (the "2030 Notes") |
$515,917,000 | 4.250% Notes due 2030 (the "New 2030 Notes") |
$970 (in APA Notes) $1.00 (in cash) |
$30 (in APA Notes) | $1,000 (in APA Notes) $1.00 (in cash) |
|
037411 AR6 | 6.000% Notes due 2037 (the "2037 Notes") |
$443,223,000 | 6.000% Notes due 2037 (the "New 2037 Notes") |
$970 (in APA Notes) $1.00 (in cash) |
$30 (in APA Notes) | $1,000 (in APA Notes) $1.00 (in cash) |
|
037411 AW5 | 5.100% Notes due 2040 (the "2040 Notes") |
$1,332,639,000 | 5.100% Notes due 2040 (the "New 2040 Notes") |
$970 (in APA Notes) $1.00 (in cash) |
$30 (in APA Notes) | $1,000 (in APA Notes) $1.00 (in cash) |
|
037411 AY1 | 5.250% Notes due 2042 (the "2042 Notes") |
$399,131,000 | 5.250% Notes due 2042 (the "New 2042 Notes") |
$970 (in APA Notes) $1.00 (in cash) |
$30 (in APA Notes) | $1,000 (in APA Notes) $1.00 (in cash) |
|
037411 BA2 | 4.750% Notes due 2043 (the "2043 Notes") |
$427,662,000 | 4.750% Notes due 2043 (the "New 2043 Notes") |
$970 (in APA Notes) $1.00 (in cash) |
$30 (in APA Notes) | $1,000 (in APA Notes) $1.00 (in cash) |
|
037411 BC8 | 4.250% Notes due 2044 (the "2044 Notes") |
$210,863,000 | 4.250% Notes due 2044 (the "New 2044 Notes") |
$970 (in APA Notes) $1.00 (in cash) |
$30 (in APA Notes) | $1,000 (in APA Notes) $1.00 (in cash) |
|
037411 AM7 | 7.375% Debentures due 2047 (the "2047 Debentures") |
$150,000,000 | 7.375% Debentures due 2047 (the "New 2047 Debentures") |
$970 (in APA Notes) $1.00 (in cash) |
$30 (in APA Notes) | $1,000 (in APA Notes) $1.00 (in cash) |
|
037411 BG9 | 5.350% Notes due 2049 (the "2049 Notes") |
$386,754,000 | 5.350% Notes due 2049 (the "New 2049 Notes") |
$970 (in APA Notes) $1.00 (in cash) |
$30 (in APA Notes) | $1,000 (in APA Notes) $1.00 (in cash) |
|
037411 AL9 | 7.625% Debentures due 2096 (the "2096 Debentures") |
$39,170,000 | 7.625% Debentures due 2096 (the "New 2096 Debentures") |
$970 (in APA Notes) $1.00 (in cash) |
$30 (in APA Notes) | $1,000 (in APA Notes) $1.00 (in cash) |
交易所报盘 | |||||||
CUSIP编号。 |
Series of notes or debentures issued by Apache (合并, "阿帕奇石油票据") |
总计 本金 未偿还金额 |
Series of notes or 债券将 作为交易所对价由APA发行 (合并, "APA 备注") |
货币兑换 考虑 (1) |
交易所提前 参与 溢价 (1) |
交易所总计 Consideration (2) |
|
037411 AJ4 | 7.70% 期限票据 2026年("2026年 票据") |
$78,588,000 | 7.70% 期限票据 2026(“新 2026年3月 "First KC Notes")和2020年与Kreos Capital签订的债券发行协议下发行的债券("Second KC Notes") |
$970(以APA注释) $1.00(现金) |
$30(以APA注释) | $1,000(以APA注释) $1.00(现金) |
|
037411 AK1 | 7.95%票据到期 2026年(“四月 票据") |
$132,118,000 | 7.95%票据到期 2026(“新 ,实际利率 "First KC Notes")和2020年与Kreos Capital签订的债券发行协议下发行的债券("Second KC Notes") |
$970(以APA注释) $1.00(现金) |
$30(以APA注释) | $1,000(以APA注释) $1.00(现金) |
|
037411 BJ3 | 4.875% 到期票据 2027("2027 "First KC Notes")和2020年与Kreos Capital签订的债券发行协议下发行的债券("Second KC Notes") |
$107,724,000 | 4.875% 到期票据 2027("新 2027 票据) |
$970(以APA注释) $1.00(现金) |
$30(以APA注释) | $1,000(以APA注释) $1.00(现金) |
|
037411 BE4 | 4.375%票据到期 2028年("2028 "First KC Notes")和2020年与Kreos Capital签订的债券发行协议下发行的债券("Second KC Notes") |
$324,715,000 | 4.375%票据到期 2028年("新 2028票据") |
$970(以APA注释) $1.00(现金) |
$30(以APA注释) | $1,000(以APA注释) $1.00(现金) |
|
03746AAA8 | 7.75% 票据到期 12月15日, 2029年("2029 "First KC Notes")和2020年与Kreos Capital签订的债券发行协议下发行的债券("Second KC Notes") |
$235,407,000 | 7.75% 票据到期 12月15日, 2029年("新 2029票据") |
$970(以APA注释) $1.00(现金) |
$30(以APA注释) | $1,000(以APA注释) $1.00(现金) |
|
037411 BF1 | 4.250% 到期票据 2030年("2030 "First KC Notes")和2020年与Kreos Capital签订的债券发行协议下发行的债券("Second KC Notes") |
$515,917,000 | 4.250% 到期票据 2030年("新 2030票据") |
$970(以APA注释) $1.00(现金) |
$30(以APA注释) | $1,000(以APA注释) $1.00(现金) |
|
037411 AR6 | 6.000% 到期票据 2037("2037 "First KC Notes")和2020年与Kreos Capital签订的债券发行协议下发行的债券("Second KC Notes") |
$443,223,000 | 6.000% 到期票据 2037年(简称"新 2037票据") |
$970(以APA注释) $1.00(现金) |
$30(以APA注释) | $1,000(以APA注释) $1.00(现金) |
|
037411 AW5 | 到期的5.100%票据 2040年(“2040 "First KC Notes")和2020年与Kreos Capital签订的债券发行协议下发行的债券("Second KC Notes") |
$1,332,639,000 | 到期的5.100%票据 2040年(“新 2040 票据") |
$970(以APA注释) $1.00(现金) |
$30(以APA注释) | $1,000(以APA注释) $1.00(现金) |
|
037411 AY1 | 5.250%到期票据 2042(“2042 "First KC Notes")和2020年与Kreos Capital签订的债券发行协议下发行的债券("Second KC Notes") |
$399,131,000 | 5.250%到期票据 2042(“新 2042票据) |
$970(以APA注释) $1.00(现金) |
$30(以APA注释) | $1,000(以APA注释) $1.00(现金) |
|
037411 BA2 | 4.750% 票据到期 2043("2043 "First KC Notes")和2020年与Kreos Capital签订的债券发行协议下发行的债券("Second KC Notes") |
$427,662,000 | 4.750% 票据到期 2043年 ("新 2043票据") |
$970(以APA注释) $1.00(现金) |
$30(以APA注释) | $1,000(以APA注释) $1.00(现金) |
|
037411 BC8 | 4.250% 到期票据 2044年("2044 "First KC Notes")和2020年与Kreos Capital签订的债券发行协议下发行的债券("Second KC Notes") |
$210,863,000 | 4.250% 到期票据 2044年("新 2044 票据") |
$970(以APA注释) $1.00(现金) |
$30(以APA注释) | $1,000(以APA注释) $1.00(现金) |
|
037411 AM7 | 7.375% 可转换债券 到期于2047年(该 "2047 债券") |
$150,000,000 | 7.375% 可转换债券 到期于2047年(该 "新2047 债券") |
$970(以APA注释) $1.00(现金) |
$30(以APA注释) | $1,000(以APA注释) $1.00(现金) |
|
037411 BG9 | 5.350% 到期票据 2049("2049 "First KC Notes")和2020年与Kreos Capital签订的债券发行协议下发行的债券("Second KC Notes") |
$386,754,000 | 5.350% 到期票据 2049 年("新 2049年债券") |
$970(以APA注释) $1.00(现金) |
$30(以APA注释) | $1,000(以APA注释) $1.00(现金) |
|
037411 AL9 | 7.625%的债券 到期时间为2096年( "2096 债券") |
$39,170,000 | 7.625%的债券 到期时间为2096年( “新2096年 债券") |
$970(以APA注释) $1.00(现金) |
$30(以APA注释) | $1,000(以APA注释) $1.00(现金) |
___________________
___________________
(1) Consideration per $1,000 principal amount of Apache Notes validly tendered and accepted for exchange, subject to any rounding as described in the Offering Memorandum.
(2) Includes the Exchange Early Participation Premium payable for Apache Notes validly tendered prior to the Early Consent Date and not validly withdrawn and the Exchange Consideration.
(1) 考虑每$1,000本金金额的阿帕奇石油票据,合法递交并被接受进行交换,具体以《发行通函》中描述的任何四舍五入为准。
(2) 包括在提前同意日期之前合法递交且未合法撤回的阿帕奇石油票据的交易所提前参与奖金及交易所对价。
Tender Offers | |||||||||
CUSIP No. |
Series of notes or debentures issued by Apache |
Aggregate principal amount outstanding |
Series cap (1) |
Reference U.S. Treasury Security |
Bloomberg Reference Page (2) |
Fixed Spread (basis points) |
Tender Early Participation Premium (3) |
||
037411 AW5 | 5.100% Notes due 2040 (the "2040 Notes") |
$1,332,639,000 | $700,000,000 | 4.625% U.S. Treasury due November 15, 2044 | FIT1 | 155 | $30 | ||
037411 AY1 | 5.250% Notes due 2042 (the "2042 Notes") |
$399,131,000 | $125,000,000 | 4.625% U.S. Treasury due November 15, 2044 | FIT1 | 155 | $30 | ||
037411 BA2 | 4.750% Notes due 2043 (the "2043 Notes") |
$427,662,000 | $125,000,000 | 4.625% U.S. Treasury due November 15, 2044 | FIT1 | 160 | $30 | ||
037411 BC8 | 4.250% Notes due 2044 (the "2044 Notes") |
$210,863,000 | $50,000,000 | 4.625% U.S. Treasury due November 15, 2044 | FIT1 | 175 | $30 | ||
037411 AR6 | 6.000% Notes due 2037 (the "2037 Notes") |
$443,223,000 | (4) | 4.250% U.S. Treasury due November 15, 2034 | FIT1 | 155 | $30 |
接受 | |||||||||
CUSIP编号。 |
Series of notes or debentures issued by Apache |
总计 本金 ROCE 趋势可以告诉我们什么?比起 Enphase Energy,有更好的资本回报率选择。在过去的五年中,该公司增加了 1,306% 的资本,而该资本的回报率保持稳定在 9.9%。这样差的回报率现在并不令人信服,而且随着资本的增加,很明显企业并没有将资金投入到高回报的投资中。 流通 |
系列上限 (1) |
参考美国 国库 安防-半导体 |
彭博社报道。 来源Sengenics 第 (2) 页 |
Fixed 利差 (基数 要约 |
提前招标 参与 溢价 (3) |
||
037411 AW5 | 到期的5.100%票据 2040年(“2040 "First KC Notes")和2020年与Kreos Capital签订的债券发行协议下发行的债券("Second KC Notes") |
$1,332,639,000 | $700,000,000 | 4.625% 美国国债到期于2044年11月15日 | FIT1 | 155 | $30 | ||
037411 AY1 | 5.250%到期票据 2042(“2042 "First KC Notes")和2020年与Kreos Capital签订的债券发行协议下发行的债券("Second KC Notes") |
$399,131,000 | $125,000,000 | 4.625% 美国国债到期于2044年11月15日 | FIT1 | 155 | $30 | ||
037411 BA2 | 4.750% 票据到期 2043("2043 "First KC Notes")和2020年与Kreos Capital签订的债券发行协议下发行的债券("Second KC Notes") |
$427,662,000 | $125,000,000 | 4.625% 美国国债到期于2044年11月15日 | FIT1 | 160 | $30 | ||
037411 BC8 | 4.250% 到期票据 2044年("2044 "First KC Notes")和2020年与Kreos Capital签订的债券发行协议下发行的债券("Second KC Notes") |
$210,863,000 | $50,000,000 | 4.625% 美国国债到期于2044年11月15日 | FIT1 | 175 | $30 | ||
037411 AR6 | 6.000% 到期票据 2037("2037 "First KC Notes")和2020年与Kreos Capital签订的债券发行协议下发行的债券("Second KC Notes") |
$443,223,000 | (4) | 4.250%的美国国债到期于2034年11月15日 | FIT1 | 155 | $30 |
___________________
___________________
(1) The Series Cap represents the maximum aggregate principal amount of such series of Apache Tender Notes that will be purchased pursuant to the Tender Offers, subject to the Maximum Purchase Amount. APA reserves the right, but is under no obligation, to increase, decrease or eliminate the Series Cap and/or the Maximum Purchase Amount at any time, subject to applicable law. Any validly tendered Apache Tender Notes not accepted for purchase in the Tender Offers because the Series Cap or the Maximum Purchase Amount is exceeded will be exchanged for APA Notes in the Exchange Offers and holders of such Apache Tender Notes will receive the Exchange Total Consideration or Exchange Consideration, as applicable, as further described in the Offering Memorandum.
(2) The Bloomberg Reference Page is provided for convenience only. To the extent any Bloomberg Reference Page changes prior to the Price Determination Date (as defined below), the Dealer Managers will quote the applicable Reference Treasury Security from the updated Bloomberg Reference Page.
(3) Per $1,000 principal amount of Apache Tender Notes.
(4) The Series Cap for the 2037 Notes is equal to the Maximum Aggregate Amount less the aggregate principal amount of the 2040 Notes, the 2042 Notes, the 2043 Notes, and the 2044 Notes accepted for purchase in the Tender Offers, provided that the Series Cap for the 2037 Notes will not exceed $50,000,000.
(1) 系列控件代表根据招标要约将购买的该系列阿帕奇投标票据的最大总本金金额,受限于最大购买金额。APA保留在任何时候增加、减少或消除系列控件和/或最大购买金额的权利,但没有义务,受适用法律的约束。由于超过系列控件或最大购买金额而未被接受购买的有效投标阿帕奇投标票据将将在交易所进行交易,并且持有这些阿帕奇投标票据的人将按照发行备忘录中进一步描述的方式收到交易所总对价或交易所对价(视情况而定)。
(2) 彭博参考页面仅供方便。若在价格确定日前任何彭博参考页面发生变化,承销商将从更新后的彭博参考页面报价适用的参考国债证券。
(3) 每$1,000的阿帕奇投标票据本金金额。
(4) 2037年票据的系列控件等于最大总金额减去招标要约中接受购买的2040年票据、2042年票据、2043年票据和2044年票据的本金总额,前提是2037年票据的系列控件不得超过$50,000,000。
When submitting a tender of Apache Tender Notes, an Eligible Holder must elect to participate in either the Exchange Offer or the Tender Offer with respect to any series of Apache Notes tendered. Any validly tendered Apache Tender Notes not accepted for purchase in the Tender Offers because the Series Cap or the Maximum Purchase Amount is exceeded will be exchanged for APA Notes in the Exchange Offers and holders of such Apache Tender Notes will receive the Exchange Total Consideration or Exchange Consideration, as applicable.
在提交阿帕奇投标票据的投标时,合格的持有人必须选择参与交换要约或招标要约,针对任何被投标的阿帕奇票据。由于超过系列控件或最大购买金额而未被接受购买的有效投标阿帕奇投标票据将在交易所进行交易,且持有这些阿帕奇投标票据的人将按适用情况收到交易所总对价或交易所对价。
For each $1,000 principal amount of Apache Notes that is validly tendered in the Exchange Offers prior to the Early Consent Date and not validly withdrawn, Eligible Holders will be eligible to receive the Exchange Total Consideration set out in the table above (the "Exchange Total Consideration"). The Exchange Total Consideration includes both the Exchange Consideration (as defined below) and the Exchange Early Participation Premium set out in the table above (the "Exchange Early Participation Premium"), which consists of $30 principal amount of APA Notes of the applicable series. In exchange for each $1,000 principal amount of Apache Notes that is validly tendered after the Early Consent Date but prior to the Expiration Time and not validly withdrawn, Eligible Holders will be eligible to receive $970 principal amount of APA Notes of the applicable series and $1.00 in cash (the "Exchange Consideration").
对于每$1,000的阿帕奇票据面值,在提前同意日期之前有效提交并且未被有效撤回,符合资格的持有人将有资格获得上表所列的交换总对价("交换总对价")。交换总对价包括交换对价(如下定义)和上表所列的交换提前参与奖金("交换提前参与奖金"),其中包括$30的适用系列APA票据。在提前同意日期之后但在到期时间之前有效提交的每$1,000面值的阿帕奇票据,符合资格的持有人将有资格获得$970的适用系列APA票据和$1.00现金("交换对价")。
For each $1,000 principal amount of Apache Tender Notes that is validly tendered in the Tender Offers prior to the Early Consent Date and not validly withdrawn, Eligible Holders will be eligible to receive the Tender Total Consideration as defined below. The Tender Total Consideration includes both the Tender Consideration (as defined below) and the Tender Early Participation Premium set out in the table above (the "Tender Early Participation Premium"), which consists of $30 in cash. In exchange for each $1,000 principal amount of Apache Notes that is validly tendered after the Early Consent Date but prior to the Expiration Time and not validly withdrawn, Eligible Holders will be eligible to receive the Tender Total Consideration less the Tender Early Participation Premium (the "Tender Consideration").
对于每$1,000的阿帕奇投标票据面值,在提前同意日期之前有效提交并且未被有效撤回,符合资格的持有人将有资格获得如下定义的投标总对价。投标总对价包括投标对价(如下定义)和上表所列的投标提前参与奖金("投标提前参与奖金"),其中包括$30现金。在提前同意日期之后但在到期时间之前有效提交的每$1,000面值的阿帕奇票据,符合资格的持有人将有资格获得投标总对价减去投标提前参与奖金("投标对价")。
The "Tender Total Consideration" for each $1,000 principal amount of Apache Tender Notes validly tendered in the Tender Offers prior to the Early Consent Date and not validly withdrawn, which includes the Tender Early Participation Premium applicable to Tender Offers, will be determined in the manner described in the Offering Memorandum by reference to the applicable fixed spread specified on the table above titled "Tender Offers" for each series of Apache Tender Notes over the yield based on the bid-side price of the applicable U.S. Treasury Security specified on the table above titled "Tender Offers", as calculated by BofA Securities, Inc., HSBC Securities (USA) Inc., Mizuho Securities USA LLC and RBC Capital Markets, LLC at 10:00 a.m., New York City time, on the eleventh business day immediately following the date hereof, unless extended (subject to certain exceptions set forth in the Offering Memorandum, such time and date, as the same may be extended, the "Price Determination Date"). APA expects that the Price Determination Date will be December 17, 2024.
对于在提前同意日期之前有效提交且未被有效撤回的每$1,000阿帕奇投标票据,投标总对价包括适用于投标的投标提前参与奖金,将根据备忘录中所述的方式确定,参考上表中标题为"投标提供"的每个系列的阿帕奇投标票据的适用固定利差,相对于上表中标题为"投标提供"的适用美国财政证券的买盘价格收益率,由BofA证券公司、汇丰证券(美国)公司、瑞穗证券美国有限责任公司和RBC资本市场公司在本日期后的第十一个工作日纽约时间上午10:00计算,除非延长(遵循备忘录中列明的某些例外情况,延长的时间和日期为"价格确定日期")。APA预计价格确定日期为2024年12月17日。
Each APA Note issued in exchange for an Apache Note pursuant to an Exchange Offer will have an interest rate and maturity date that are identical to the interest rate and maturity date of such tendered Apache Note, as well as identical interest payment dates and identical optional redemption prices, if applicable. No accrued but unpaid interest will be paid on the Apache Notes in connection with the Exchange Offers. However, the first interest payment for each series of APA Notes issued in the exchange will include accrued interest from the most recent interest payment date (or the most recent date to which interest has been paid or duly provided for) for such tendered Apache Note. The APA Notes will be unsecured general obligations of APA and will rank equally with all other unsecured and unsubordinated indebtedness of APA from time to time outstanding. The APA Notes offered will also be structurally subordinated to all existing and future liabilities of any of APA's subsidiaries and any subsidiaries that APA may in the future acquire or establish.
Each APA Note issued in exchange for an Apache Note pursuant to an Exchange Offer will have an interest rate and maturity date that are identical to the interest rate and maturity date of such tendered Apache Note, as well as identical interest payment dates and identical optional redemption prices, if applicable. No accrued but unpaid interest will be paid on the Apache Notes in connection with the Exchange Offers. However, the first interest payment for each series of APA Notes issued in the exchange will include accrued interest from the most recent interest payment date (or the most recent date to which interest has been paid or duly provided for) for such tendered Apache Note. The APA Notes will be unsecured general obligations of APA and will rank equally with all other unsecured and unsubordinated indebtedness of APA from time to time outstanding. The APA Notes offered will also be structurally subordinated to all existing and future liabilities of any of APA's subsidiaries and any subsidiaries that APA may in the future acquire or establish.
Pursuant to the Tender Offers, APA is offering to purchase for cash up to $1,000,000,000 aggregate principal amount (the "Maximum Purchase Amount") of any and all Apache Tender Notes validly tendered and not validly withdrawn, subject to the terms and conditions set forth in the Offering Memorandum. In addition to the consideration described above, Eligible Holders who elect to participate in a Tender Offer will also receive accrued and unpaid interest on Apache Tender Notes accepted for purchase in the Tender Offers from, and including, the last interest payment date for the relevant series of Apache Tender Notes up to, but excluding, the Settlement Date. APA's obligation to accept for purchase, and to pay for, Apache Tender Notes that are validly tendered and not validly withdrawn pursuant to each Tender Offer is also conditioned on the receipt by APA, at or prior to the Settlement Date, of the net proceeds, in an amount sufficient to pay for such Apache Tender Notes, from the issuance of indebtedness in one or more debt financing transactions on terms reasonably satisfactory to APA (the "Financing Condition").
Pursuant to the Tender Offers, APA is offering to purchase for cash up to $1,000,000,000 aggregate principal amount (the "Maximum Purchase Amount") of any and all Apache Tender Notes validly tendered and not validly withdrawn, subject to the terms and conditions set forth in the Offering Memorandum. In addition to the consideration described above, Eligible Holders who elect to participate in a Tender Offer will also receive accrued and unpaid interest on Apache Tender Notes accepted for purchase in the Tender Offers from, and including, the last interest payment date for the relevant series of Apache Tender Notes up to, but excluding, the Settlement Date. APA's obligation to accept for purchase, and to pay for, Apache Tender Notes that are validly tendered and not validly withdrawn pursuant to each Tender Offer is also conditioned on the receipt by APA, at or prior to the Settlement Date, of the net proceeds, in an amount sufficient to pay for such Apache Tender Notes, from the issuance of indebtedness in one or more debt financing transactions on terms reasonably satisfactory to APA (the "Financing Condition").
As indicated under "Series Cap" in the table above, the Apache Tender Notes are subject to a Series Cap ("Series Cap"). The Series Cap represents the maximum aggregate principal amount of such series of Apache Tender Notes that will be purchased pursuant to the Tender Offers, subject to the Maximum Purchase Amount. APA reserves the right, but is under no obligation, to increase, decrease, or eliminate any Series Cap or the Maximum Purchase Amount at any time, subject to applicable law. Subject to applicable law, APA may increase, decrease or eliminate the Series Cap without extending the Withdrawal Time. If the Series Cap is reached in respect of the applicable series of Apache Tender Notes at or prior to the Early Consent Date, no Apache Tender Notes of such series that are tendered after the Early Consent Date will be accepted for purchase, subject to the increase of such Series Cap.
As indicated under "Series Cap" in the table above, the Apache Tender Notes are subject to a Series Cap ("Series Cap"). The Series Cap represents the maximum aggregate principal amount of such series of Apache Tender Notes that will be purchased pursuant to the Tender Offers, subject to the Maximum Purchase Amount. APA reserves the right, but is under no obligation, to increase, decrease, or eliminate any Series Cap or the Maximum Purchase Amount at any time, subject to applicable law. Subject to applicable law, APA may increase, decrease or eliminate the Series Cap without extending the Withdrawal Time. If the Series Cap is reached in respect of the applicable series of Apache Tender Notes at or prior to the Early Consent Date, no Apache Tender Notes of such series that are tendered after the Early Consent Date will be accepted for purchase, subject to the increase of such Series Cap.
Subject to the Maximum Purchase Amount, each Series Cap and proration, the Apache Tender Notes tendered at or prior to the Early Consent Date will be accepted for purchase in priority to other Apache Tender Notes tendered after the Early Consent Date.
Subject to the Maximum Purchase Amount, each Series Cap and proration, the Apache Tender Notes tendered at or prior to the Early Consent Date will be accepted for purchase in priority to other Apache Tender Notes tendered after the Early Consent Date.
Acceptance of tenders of any series of Apache Tender Notes may be subject to proration if the aggregate principal amount of Apache Tender Notes validly tendered and not validly withdrawn would cause a Series Cap or the Maximum Purchase Amount to be exceeded. Following the proration of any such Apache Tender Notes, the remainder of any such Holder's Apache Tender Notes will be exchanged for APA Notes in the Exchange Offers and holders of such Apache Tender Notes will receive the Exchange Total Consideration or Exchange Consideration, as applicable. Furthermore, if the Tender Offers are fully subscribed as of the Early Consent Date, Eligible Holders who validly tender Apache Tender Notes after the Early Consent Date will not have any of such Apache Tender Notes accepted for purchase in the Tender Offers and any such Apache Tender Notes will be exchanged for APA Notes in the applicable Exchange Offer and holders of such Apache Tender Notes will receive the Exchange Total Consideration or Exchange Consideration, as applicable.
Acceptance of tenders of any series of Apache Tender Notes may be subject to proration if the aggregate principal amount of Apache Tender Notes validly tendered and not validly withdrawn would cause a Series Cap or the Maximum Purchase Amount to be exceeded. Following the proration of any such Apache Tender Notes, the remainder of any such Holder's Apache Tender Notes will be exchanged for APA Notes in the Exchange Offers and holders of such Apache Tender Notes will receive the Exchange Total Consideration or Exchange Consideration, as applicable. Furthermore, if the Tender Offers are fully subscribed as of the Early Consent Date, Eligible Holders who validly tender Apache Tender Notes after the Early Consent Date will not have any of such Apache Tender Notes accepted for purchase in the Tender Offers and any such Apache Tender Notes will be exchanged for APA Notes in the applicable Exchange Offer and holders of such Apache Tender Notes will receive the Exchange Total Consideration or Exchange Consideration, as applicable.
In the event an Eligible Holder's Apache Tender Notes are validly tendered and accepted in the Tender Offers but are prorated, and such Eligible Holder's Apache Tender Notes that are not accepted due to such proration are in an amount less than the authorized denominations under the relevant Apache Indenture, APA shall, in its sole discretion, elect to either (1) accept the full amount of Apache Tender Notes tendered by such Eligible Holder in the Tender Offer and such Eligible Holder will receive the Tender Total Consideration or the Tender Consideration, as applicable, or (2) reject the full amount of Apache Tender Notes tendered by such Eligible Holder in the Tender Offer and such rejected Apache Tender Notes will be exchanged for APA Notes in the applicable Exchange Offer and the holder of such Apache Tender Notes will receive the Exchange Total Consideration or Exchange Consideration, as applicable.
如果一名合格持有人的阿帕奇投标票据有效地参与了要约并被接受,但被按比例分配,并且该合格持有人的阿帕奇投标票据因这种按比例分配而未被接受的金额低于相关阿帕奇契约下的授权面额,则APA应自行决定选择(1)接受该合格持有人在要约中投标的全部阿帕奇投标票据,且该合格持有人将收到要约总对价或要约对价,视情况而定;或(2)拒绝该合格持有人在要约中投标的全部阿帕奇投标票据,且被拒绝的阿帕奇投标票据将在适用的交易所中交换为APA票据,并且该阿帕奇投标票据的持有者将收到交易所总对价或交易所对价,视情况而定。
In connection with the Offers, Apache is soliciting consents (the "Consent Solicitations") from each holder of the Apache Notes to amend (the "Proposed Amendments") each indenture governing the respective Apache Notes (the "Apache Indentures") to among other things, eliminate substantially all of the restrictive covenants in the Apache Indentures, eliminate certain events of default, amend the required notice periods in a redemption of securities, and make certain conforming changes to such indentures to reflect the Proposed Amendments. If the Proposed Amendments are adopted, the Apache Notes will be governed by the respective Apache Indenture, as amended by the Proposed Amendments, which will have less restrictive terms and afford reduced protections to the holders of those securities compared to those terms and protections currently in the Apache Indentures. In order for the Proposed Amendments to the applicable Apache Indentures to be adopted with respect to a series of Apache Notes, Apache must receive the requite consent required under each Apache Indenture from the outstanding aggregate principal amount of the Apache Notes of the series affected by the Proposed Amendments, and those consents must be received and not withdrawn prior to the Consent Revocation Deadline (as defined below). The requisite consent required with respect to the 4.875% Notes due 2027, the 4.375% Notes due 2028, the 4.250% Notes due 2030, and the 5.350% Notes due 2049 is at least a majority in aggregate principal amount outstanding, and the requisite consent required with respect to the rest of the Apache Notes is at least 662⁄3% in aggregate principal amount outstanding (collectively, the "Requisite Consents").
在要约相关事宜中,阿帕奇正在向每位阿帕奇票据持有者征求同意("同意征集"),以修订("拟议修订")各自的阿帕奇票据契约("阿帕奇契约"),包括剔除几乎所有阿帕奇契约中的限制性条款,消除某些违约事件,修订证券赎回所需的通知期限,并对这些契约进行某些一致性变更以反映拟议修订。如果拟议修订被通过,阿帕奇票据将受各自的阿帕奇契约的约束,该契约将被拟议修订修订,具有较不严格的条款,并且对这些证券的持有人提供的保护相较于当前阿帕奇契约中的条款和保护有所减少。为了使拟议修订在适用的阿帕奇契约上被通过,阿帕奇必须根据每个阿帕奇契约收到来自受拟议修订影响的系列阿帕奇票据的未偿还总本金金额所需的同意,并且这些同意必须在同意撤回截止日期(见下文定义)之前收到且未被撤回。关于2027年到期的4.875%票据、2028年到期的4.375%票据、2030年到期的4.250%票据和2049年到期的5.350%票据所需的同意至少为未偿还总本金金额的多数;而对于其余阿帕奇票据所需的同意至少为未偿还总本金金额的662⁄3%(统称为"必要同意")。
The Offers for each series of the Apache Notes will expire at 5:00 p.m., New York City time, on January 2, 2025, unless extended (the "Expiration Time"). Consents to the Proposed Amendments may be revoked at any time prior to 5:00 p.m., New York City time, on December 16, 2024, unless extended (the "Consent Revocation Deadline"). Holders may revoke a consent at any time prior to the Consent Revocation Deadline by withdrawing the Apache Notes such holder tendered in the applicable Offer. A valid withdrawal of tendered Apache Notes prior to the Consent Revocation Deadline will be deemed to be a concurrent withdrawal of the related consent. However, a valid withdrawal of Apache Notes after the Consent Revocation Deadline will not be deemed a revocation of the related consent and such consent will continue to be deemed delivered (but such holder would still receive the Early Participation Premium). To be eligible to receive the Total Consideration under the relevant Offer, Eligible Holders must validly tender and not validly withdraw their Apache Notes at or prior to 5:00 p.m., New York City time, on December 16, 2024, unless extended (such time and date, as the same may be extended with respect to an Offer, the "Early Consent Date"). APA plans to pay the cash consideration and issue the APA Notes promptly following the Expiration Time, which is expected to be January [9], 2025 (the "Settlement Date"), assuming that the conditions to the Offers are satisfied or, where permitted, waived.
每系列阿帕奇票据的报价将于2025年1月2日下午5点(纽约市时间)到期,除非延长("到期时间")。对拟议修订的同意可在2024年12月16日下午5点(纽约市时间)之前随时撤回,除非延长("同意撤销截止日期")。持有人可以在同意撤销截止日期之前随时撤回同意,方法是取回在相关报价中投标的阿帕奇票据。在同意撤销截止日期之前有效撤回投标的阿帕奇票据将被视为对相关同意的同时撤回。然而,在同意撤销截止日期之后有效撤回的阿帕奇票据将不被视为对相关同意的撤回,该同意将继续被视为已交付(但该持有人仍将收到提前参与奖金)。为了有资格根据相关报价获得总对价,合格持有人必须在2024年12月16日下午5点(纽约市时间)之前有效投标并且不有效地撤回其阿帕奇票据,除非延长(该时间和日期,如相关报价延长,将视为“提前同意日期”)。APA计划在到期时间后迅速支付现金对价并发行APA票据,预计在2025年1月9日("结算日期")进行,前提是报价的条件得到满足或在允许的情况下被豁免。
BofA Securities, Inc., HSBC Securities (USA) Inc., Mizuho Securities USA LLC and RBC Capital Markets, LLC are acting as Lead Dealer Managers, Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC are acting as Dealer Managers and D.F. King & Co., Inc. is acting as the Tender Agent and Information Agent for the Offers and the Consent Solicitations. Requests for documents may be directed to D.F. King & Co., Inc., for banks and brokers, collect at (212) 269-5550, for all others, toll-free at (866) 416-0576, at apache@dfking.com or may be downloaded at . Questions regarding the Offers and the Consent Solicitations may be directed to BofA Securities, Inc. collect at (980) 387-3907 or toll-free at (888) 292-0070, HSBC Securities (USA) Inc. collect at (212) 525-5552 or toll-free at (888) 292-0070, Mizuho Securities USA LLC collect at (212) 205-7741 or toll-free at (866) 271-7403 or RBC Capital Markets, LLC collect at (212) 618-7843 or toll-free at (877) 381-2099.
美银证券公司、汇丰证券(美国)公司、瑞穗证券美国有限责任公司和RBC资本市场有限责任公司担任主承销商,巴克莱资本公司、花旗集团全球市场公司、高盛及公司有限责任公司、摩根大通证券有限责任公司、摩根士丹利及公司有限责任公司、三菱UFJ证券美洲公司、PNC资本市场公司、加拿大丰业银行(美国)公司、TD证券(美国)有限责任公司、Truist证券公司和富国银行证券有限责任公司担任承销商,D.F. King & Co., Inc.担任报价和同意征求的投标代理和信息代理。文件请求可以发给D.F. King & Co., Inc.,银行和经纪人拨打(212)269-5550,其他人拨打免费电话(866)416-0576,电子邮件为apache@dfking.com,或可以在网上下载。有关于报价和同意征求的问题可以拨打美银证券公司客服热线(980)387-3907或免费电话(888)292-0070,汇丰证券(美国)公司拨打客服热线(212)525-5552或免费电话(888)292-0070,瑞穗证券美国有限责任公司拨打客服热线(212)205-7741或免费电话(866)271-7403,或RBC资本市场有限公司拨打客服热线(212)618-7843或免费电话(877)381-2099。
The Offers and the Consent Solicitations are being made upon the terms and subject to the conditions set forth in APA's Offering Memorandum and Consent Solicitation Statement, dated as of December 3, 2024 (the "Offering Memorandum"). Tendered Apache Notes may be validly withdrawn at any time prior to the Withdrawal Time, and the related consents may be revoked at any time prior to the Consent Revocation Deadline. APA may withdraw, amend, or, if a condition to an Offer is not satisfied or, where permitted, waived, terminate the Offers and the Consent Solicitations, subject to applicable law.
报价及同意征集是在APA的发行备忘录和同意征集声明中规定的条款和控件下进行的,该备忘录日期为2024年12月3日(以下简称“发行备忘录”)。提交的阿帕奇票据可以在撤回时间之前的任何时候有效撤回,并且相关的同意可以在同意撤回截止日期之前的任何时候撤销。APA可以撤回、修改或在报价的控件没有满足或在允许的情况下放弃时,终止报价及同意征集,具体情况须遵守适用法律。
The consummation of the Offers and the Consent Solicitations is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the conditions discussed in the Offering Memorandum, including, among other things, the receipt of the Requisite Consents to the Proposed Amendments from holders of the outstanding aggregate principal amount of the applicable series of Apache Notes, and with respect to the Tender Offers, the Financing Condition and the operation of the Series Cap and the Maximum Purchase Amount.
报价及同意征集的完成须满足或者在允许的情况下放弃发行备忘录中讨论的控件,包括但不限于从相关系列的阿帕奇票据持有者那里获得对提议修正案的必要同意,并且在招标报价中,需满足融资控件以及系列上限和最高购买金额的操作。
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities described herein, including in connection with the Financing Condition, and is also not a solicitation of the related consents. The Offers and the Consent Solicitations are not being made in any state or jurisdiction in which such Offers and Consent Solicitations would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. None of APA, Apache, the Dealer Managers, or the Tender Agent and Information Agent is making any recommendation as to whether holders of any series of Apache Notes should exchange their Apache Notes in the Exchange Offers, tender their Apache Tender Notes in the Tender Offers or deliver consents to the Proposed Amendments to the Apache Indentures and the applicable series of Apache Notes in the Consent Solicitations. Holders are urged to evaluate carefully all information in the Offering Memorandum, including the documents incorporated by reference therein, consult their investment, accounting, legal and tax advisors and make their own decisions as to whether to participate in the Offers and the Consent Solicitations. The Offers and the Consent Solicitations may be made only pursuant to the terms of the Offering Memorandum and the other related materials.
本新闻稿不构成出售要约或购买任何此处所述证券的邀请,包括与融资控件相关的,且也不构成对相关同意的邀请。在任何此类州或司法管辖区,报价及同意征集均不在任何未注册或未获得证券法资格的情况下进行。APA、阿帕奇、承销商或招标代理和信息代理均未对任何系列阿帕奇票据持有者是否应在交易所报价中交换其阿帕奇票据、在招标报价中提交阿帕奇招标票据或向阿帕奇契约及相关系列的阿帕奇票据提交对提议修正案的同意做出任何建议。持有者被敦促仔细评估发行备忘录中的所有资讯,包括其中引用的文件,咨询其投资、会计、法律和税务顾问,并根据是否参与报价及同意征集做出自己的决定。报价及同意征集仅可以根据发行备忘录及其他相关材料的条款进行。
About APA and Apache
关于APA和阿帕奇石油
APA Corporation owns consolidated subsidiaries that explore for and produce oil and natural gas in the United States, Egypt and the United Kingdom and that explore for oil and natural gas offshore Suriname and elsewhere.
APA公司拥有合并子公司,在美国、埃及和英国进行石油和天然气的勘探与生产,并在苏里南及其他地区进行石油和天然气的勘探。
Forward-Looking Statements
前瞻性声明
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," "goals," "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 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 "Risk Factors" in the Offering Memorandum and under "Forward-Looking Statements and Risk" and "Risk Factors" in APA's Annual Report on Form 10-K for the year ended December 31, 2023, and in its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024, and September 30, 2024 (each of which is incorporated by reference in the Offering Memorandum) 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 in this news 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. APA and its subsidiaries undertake 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.
本公告包含根据《1933年证券法》第27A条和《1934年证券交易法》第21E条的定义的前瞻性声明。前瞻性声明可以通过诸如“预期”、“意图”、“计划”、“寻求”、“相信”、“继续”、“可能”、“估计”、“期望”、“目标”、“指引”、“可能”、“或许”、“前景”、“潜在”、“项目”、“展望”、“应该”、“将会”、“将”等词语来识别,但缺乏这些词语并不意味着一项声明不是前瞻性的。这些声明包括但不限于有关未来计划、期望和控件的声明,包括有关我们的资本计划、钻探计划、生产预期、资产销售和变现的声明。尽管前瞻性声明是基于我们认为在当时情况下合理的假设和分析,但实际结果和发展是否符合我们的期望和预测取决于许多风险和不确定性,这些风险和不确定性可能导致我们的实际结果、业绩和财务状况与我们的预期有显著不同。所有前瞻性声明均以“风险因素”所讨论的因素及其在APA 2023年12月31日结束的10-k表格年报中的“前瞻性声明和风险”以及“风险因素”为依据,完全合格,并包括在其2024年3月31日、2024年6月30日和2024年9月30日结束的季度报告10-Q表格(其中每一份均以引用方式并入本公告),以及后续文件的类似部分,这些部分描述了可能导致结果与这些前瞻性声明中预计的结果显著不同的风险和因素。本次新闻发布中做出的任何前瞻性声明仅在其发布之日有效。可能导致我们实际结果有差异的因素或事件可能会不时出现,我们无法预测所有这些因素。APA及其子公司没有义务公开更新任何前瞻性声明,无论是因新信息、未来发展或其他原因,除非法律要求。
Contacts | |
Investor: (281) 302-2286 | Gary Clark |
Media: (713) 296-7276 | Alexandra Franceschi |
Website: |
联系方式 | |
投资者:(281) 302-2286 | 加里·克拉克 |
媒体:(713) 296-7276 | 亚历山德拉·弗朗西斯基 |
网站: |
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