HOUSTON, Jan. 08, 2025 (GLOBE NEWSWIRE) — APA Corporation (“APA”) (Nasdaq: APA) announced today the final results as of 5:00 p.m., New York City time, on January 7, 2025 (the “Expiration Time”) of the previously announced (i) offers to exchange (the “Exchange Offers”) any and all validly tendered and accepted notes and debentures listed in the table below issued by Apache Corporation, its wholly-owned subsidiary (“Apache”), for new notes to be issued by APA (the “APA Notes”), (ii) offers to 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 of certain series (the “Apache Tender Notes”), and (iii) solicitations of consents (the “Consent Solicitations”) to certain proposed amendments (the “Proposed Amendments”) to the applicable indenture under which each series of Apache Notes was issued. APA also announced today that it has waived the Financing Condition in connection with the pricing of its previously announced private notes offering further described below.
The Offers are expected to settle on January 10, 2025 (the “Settlement Date”). Apache Notes that have been validly tendered and accepted in the Offers will be purchased or exchanged (as applicable), retired and cancelled on the Settlement Date.
The payment of each series of the APA Notes issued in the Exchange Offers will be guaranteed by Apache on substantially the same terms as the guarantees under APA’s 2022 syndicated credit facilities, including that such guarantees will be effective until the first time that the aggregate principal amount of indebtedness under senior notes and debentures outstanding under Apache’s existing indentures is less than $1,000,000,000, provided that if the aggregate principal amount of such indebtedness is less than $1,000,000,000 as of the Settlement Date, then the reason for such guarantees would have ceased to exist and no guarantees would be issued with respect to the APA Notes.
The Offers and Consent Solicitations were made on the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement, dated as of December 3, 2024 (the “Offering Memorandum”), as modified by the press releases dated December 17, 2024 and December 23, 2024. Capitalized terms used but not defined in this press release have the meanings given to them in the Offering Memorandum.
APA was advised by D.F. King & Co., Inc., the Tender Agent and Information Agent for the Offers and the Consent Solicitations, that as of the Expiration Time, the aggregate principal amounts of the Apache Notes specified in the table below were validly tendered and not validly withdrawn with respect to the Offers (and consents thereby validly given and not validly revoked).
| CUSIP No. |
Series of notes or debentures issued by Apache (collectively, the “Apache Notes”) |
Aggregate principal amount outstanding |
Principal amount tendered in the Exchange Offers as of the Expiration Time |
Principal amount tendered in the Tender Offers as of the Expiration Time (1) |
Principal amount tendered in the Tender Offers in excess of the Maximum Purchase Amount or a Series Cap as of the Expiration Time (2) |
Tender Offer Final Proration Factor (3) |
Percentage of aggregate principal amount outstanding tendered in the Offers as of the Expiration Time (4) |
||||||
| 037411 AJ4 | 7.70% Notes due 2026 (the “March 2026 Notes”) |
$78,588,000 | $57,743,000 | _ | _ | _ | 73.48% | ||||||
| 037411 AK1 | 7.95% Notes due 2026 (the “April 2026 Notes”) |
$132,118,000 | $55,695,000 | _ | _ | _ | 42.16% | ||||||
| 037411 BJ3 | 4.875% Notes due 2027 (the “2027 Notes”) |
$107,724,000 | $38,782,000 | _ | _ | _ | 36.00% | ||||||
| 037411 BE4 | 4.375% Notes due 2028 (the “2028 Notes”) |
$324,715,000 | $238,850,000 | _ | _ | _ | 73.56% | ||||||
| 03746AAA8 | 7.75% Notes due December 15, 2029 (the “2029 Notes”) |
$235,407,000 | $163,831,000 | _ | _ | _ | 69.59% | ||||||
| 037411 BF1 | 4.250% Notes due 2030 (the “2030 Notes”) |
$515,917,000 | $373,778,000 (5) | _ | _ | _ | 72.45% | ||||||
| 037411 AR6 | 6.000% Notes due 2037 (the “2037 Notes”) |
$443,223,000 | $271,354,000 (5) | $69,899,000 | $69,899,000 | 0% | 76.99% | ||||||
| 037411 AW5 | 5.100% Notes due 2040 (the “2040 Notes”) |
$1,332,639,000 | $538,520,000 | $568,960,000 | $0 | 100% | 83.10% | ||||||
| 037411 AY1 | 5.250% Notes due 2042 (the “2042 Notes”) |
$399,131,000 | $116,736,000 | $217,144,000 | $92,149,000 | 57.6% | 83.65% | ||||||
| 037411 BA2 | 4.750% Notes due 2043 (the “2043 Notes”) |
$427,662,000 | $111,741,000 | $236,988,000 | $40,945,000 | 82.7% | 81.54% | ||||||
| 037411 BC8 | 4.250% Notes due 2044 (the “2044 Notes”) |
$210,863,000 | $76,614,000 | $110,002,000 | $0 | 100% | 88.50% | ||||||
| 037411 AM7 | 7.375% Debentures due 2047 (the “2047 Debentures”) | $150,000,000 | $126,160,000 | _ | _ | _ | 84.11% | ||||||
| 037411 BG9 | 5.350% Notes due 2049 (the “2049 Notes”) |
$386,754,000 | $330,094,000 | _ | _ | _ | 85.35% | ||||||
| 037411 AL9 | 7.625% Debentures due 2096 (the “2096 Debentures”) | $39,170,000 | $37,408,000 | _ | _ | _ | 95.50% | ||||||
___________________
(1) The Maximum Purchase Amount is $1,000,000,000. The 2040 Series Cap limits the aggregate principal amount of the 2040 Notes that may be purchased in the Tender Offers to $700,000,000. The 2042 Series Cap limits the aggregate principal amount of the 2042 Notes that may be purchased in the Tender Offers to $125,000,000. The 2043 Series Cap limits the aggregate principal amount of the 2043 Notes that may be purchased in the Tender Offers to $196,043,000. The 2044 Series Cap limits the aggregate principal amount of the 2044 Notes that may be purchased in the Tender Offers to $110,002,000. The 2037 Series Cap limits the aggregate principal amount of the 2037 Notes that may be purchased in the Tender Offers to the Maximum Purchase 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.
(2) Represents the principal amount of Apache Tender Notes held by Eligible Holders that elected to participate in the Tender Offers but will not be accepted in the applicable Tender Offer because the applicable Series Cap or the Maximum Purchase Amount was exceeded and therefore such Apache Tender Notes will be exchanged for APA Notes in the Exchange Offers, pursuant to the terms and conditions of the Offering Memorandum.
(3) The final proration factor has been rounded to the nearest tenth of a percentage point for presentation purposes.
(4) The requisite consent required with respect to the 2027 Notes, the 2028 Notes, the 2030 Notes, and the 2049 Notes 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 66⅔% in aggregate principal amount outstanding (collectively, the “Requisite Consents”). As previously announced, APA has waived the condition for the receipt of the Requisite Consents for those Offers pursuant to which such condition was not met as of the Expiration Time, and as a result, such Offers are not conditioned upon receipt of the Requisite Consents.
(5) An aggregate amount of $6,000 of 2030 Notes and 2037 Notes was not accepted because the amount of such notes to be exchanged did not meet the minimum denomination of $2,000 of the APA Notes.
The Requisite Consents have been received with respect to the March 2026 Notes, the 2028 Notes, the 2029 Notes, the 2030 Notes, the 2037 Notes, the 2040 Notes, the 2042 Notes, the 2043 Notes, the 2044 Notes, the 2047 Debentures, the 2049 Notes, and the 2096 Debentures. On the Settlement Date Apache and the trustee under the applicable Apache Indenture will execute a supplemental indenture with respect to the applicable series of Apache Notes setting forth the Proposed Amendments, and such supplemental indenture will become effective upon its execution and delivery. As previously announced, APA has waived the condition for the receipt of the Requisite Consents for those Offers pursuant to which such condition was not met as of the Expiration Time, and as a result, such Offers are not conditioned upon receipt of the Requisite Consents.
Any Apache Tender Notes validly tendered prior to the Expiration Time that were not accepted for purchase in the Tender Offers because the applicable Series Cap or the Maximum Purchase Amount is exceeded will be exchanged for APA Notes in the Exchange Offers and such holders will receive the Exchange Total Consideration or the Exchange Consideration, as applicable.
All payments for Apache Tender Notes purchased in the Tender Offers will also include accrued and unpaid interest on the principal amount of Apache Tender Notes tendered and accepted for purchase from the last interest payment date applicable to the relevant series of Apache Tender Notes up to, but not including, the Settlement Date.
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, with respect to the Tender Offers, the operation of the Series Caps and the Maximum Purchase Amount.
As previously announced, on January 7, 2025, APA priced a private offering of senior notes in an aggregate principal amount of $850 million (the “Private Notes Offering”). APA intends to use the net proceeds from the Private Notes Offering to purchase a portion of the Apache Tender Notes. Because the net proceeds from the Private Notes Offering will be less than the amount necessary to fund the purchase of the Apache Tender Notes, APA has waived the Financing Condition. The notes issued in the Private Notes Offering will be guaranteed by Apache on the same terms as the APA Notes to be issued in the Exchange Offers. The settlement date of the Private Notes Offering is expected to be January 10, 2025. The notes and the related guarantees in the Private Notes Offering have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and, unless so registered, such notes and guarantees may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
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., Wells Fargo Securities, LLC, Capital One Securities, Inc., Regions Securities LLC, and Zions Direct, Inc. 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 [email protected] or may be downloaded at www.dfking.com/apache. 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.
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 Private Notes Offering, 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 made 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 and the applicable series of Apache Notes in the Consent Solicitations.
About APA and Apache
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.
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,” “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.
| Contacts | |
| Investor: (281) 302-2286 | Ben Rodgers |
| Media: (713) 296-7276 | Alexandra Franceschi |
| Website: www.apacorp.com |
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