APA Corporation (“APA”) announced the early results as of 5:00 p.m., New York City time, on December 16, 2024 (the “Original Early Consent Date”) 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. Additionally, APA announced that the date by which Eligible Holders (as defined in the Offering Memorandum referred to below) must validly tender their Apache Notes to receive the Exchange Total Consideration or the Tender Total Consideration (each as described below), as applicable, for each Offer has been extended to 5:00 p.m., New York City time, on December 20, 2024 (the “Extended Early Consent Date”). The Offers and Consent Solicitations will now expire at 5:00 p.m., New York City time, on January 7, 2025 (the “Expiration Time”), and the Offers are now expected to settle on January 10, 2025 (the “Settlement Date”).
APA also announced today that it has waived the condition for the receipt of the Requisite Consents (as defined below) to the Proposed Amendments for those Offers pursuant to which such condition has not been met. Previously, acceptance for exchange or payment of any Apache Notes of a series in the Offers was conditioned upon the receipt and acceptance of the Requisite Consents for such series (as further described in the Offering Memorandum and in footnote 2 to the chart below).
In addition, APA announced today that 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 giving effect to settlement of the Offers, then the reason for such guarantees would have ceased to exist and no guarantees would be issued upon such settlement.
APA does not intend to make any further amendments to the Offers, except that APA reserves the right to increase, decrease, or eliminate one or more Series Caps and/or the Maximum Purchase Amount, subject to applicable law.
APA will hold a call with Eligible Holders on Tuesday, December 17, 2024, at 11:00 a.m., New York City time, to discuss certain terms of the Offers and the APA Notes. The Lead Dealer Managers (identified below) will provide Eligible Holders with information to access the call.
Except as described in this press release, all other terms and conditions of the Offers remain unchanged and are described in APA’s Offering Memorandum and Consent Solicitation Statement, dated as of December 3, 2024 (the “Offering Memorandum”). Capitalized terms used but not defined in this press release have the meanings given to them in the Offering Memorandum.
An Eligible Holder’s right to withdraw all or a portion of such holder’s tendered Apache Notes from the Offers and Consent Solicitations expired as of 5:00 p.m., New York City time, on December 16, 2024.
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 Original Early Consent Date, 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).
The Requisite Consents have been received with respect to the 2028 Notes, the 2040 Notes, and the 2049 Notes. In connection therewith, as well as following receipt of any other applicable Requisite Consents with respect to Apache Notes, on the Settlement Date Apache and the trustee under the applicable Apache Indenture will execute a supplemental indenture setting forth the Proposed Amendments, and such supplemental indenture will become effective upon its execution and delivery. As a result of APA’s waiver of the condition for the receipt of the Requisite Consents for those Offers pursuant to which such condition was not met as of the Original Early Consent Date, such Offers are not conditioned upon receipt of the Requisite Consents.
For each $1,000 principal amount of Apache Notes that is validly tendered in the Exchange Offers prior to the Extended Early Consent Date, Eligible Holders will be eligible to receive the Exchange Total Consideration, which consists of $970 principal amount of APA Notes of the applicable series and $1.00 in cash (the “Exchange Consideration”) and $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 Extended Early Consent Date but prior to the Expiration Time, Eligible Holders will be eligible to receive only the Exchange Consideration.
For each $1,000 principal amount of Apache Tender Notes that is validly tendered in the Tender Offers prior to the Extended Early Consent Date, Eligible Holders will be eligible to receive the Tender Total Consideration, which will be determined by reference to a fixed spread specified for such series of Apache Tender Notes over the yield based on the bid-side price of the applicable U.S. Treasury Security, as described in the Offering Memorandum, and includes $30 in cash (the “Tender Early Participation Premium”). In exchange for each $1,000 principal amount of Apache Tender Notes that is validly tendered after the Extended Early Consent Date but prior to the Expiration Time, Eligible Holders will be eligible to receive only the Tender Total Consideration less the Tender Early Participation Premium.
The Tender Total Consideration will be calculated by the Lead Dealer Managers at 10:00 a.m., New York City time, on December 23, 2024.
All payments for Apache Tender Notes purchased in connection with the Extended Early Consent Date 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.
Any Apache Tender Notes validly tendered prior to the Expiration Time that are 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. APA reserves the right, but is under no obligation, to increase, decrease or eliminate any Series Cap and/or the Maximum Purchase Amount at any time, subject to applicable law.
Apache Notes that have been validly tendered and are accepted in the Offers will be purchased or exchanged (as applicable), retired and cancelled by APA on the Settlement Date.
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 apache@dfking.com 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.
The Offers and the Consent Solicitations are being made upon the terms and subject to the conditions set forth in the Offering Memorandum. 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.
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 Financing Condition and the operation of the Series Caps and the Maximum Purchase Amount.
