APA Corporation Announces Expiration and Final Results of Private Exchange Offers, Tender Offers, and Consent Solicitations and Waiver of Financing Condition
APA announced the final results of its private exchange offers, tender offers, and consent solicitations for Apache notes. The offers, set to settle on January 10, 2025, include:
1. Exchange offers for Apache notes to new APA notes
2. Cash tender offers up to $1 billion for certain Apache notes
3. Consent solicitations for amendments to Apache notes indentures
The company has received significant participation across various note series, with tender rates ranging from 36% to 95.5%. APA also announced pricing of a private offering of $850 million in senior notes, waiving the Financing Condition. The new notes will be guaranteed by Apache on the same terms as the APA Notes to be issued in the Exchange Offers.
APA ha annunciato i risultati finali delle sue offerte di scambio private, offerte pubbliche di acquisto e richieste di consenso per le note di Apache. Le offerte, che si concluderanno il 10 gennaio 2025, includono:
1. Offerte di scambio per le note di Apache con nuove note APA
2. Offerte pubbliche di acquisto fino a 1 miliardo di dollari per alcune note di Apache
3. Richieste di consenso per modifiche ai contratti delle note di Apache
La società ha registrato una partecipazione significativa in diverse serie di note, con tassi di adesione che vanno dal 36% al 95,5%. APA ha anche annunciato il prezzo di un'offerta privata di 850 milioni di dollari in note senior, rinunciando alla Condizione di Finanziamento. Le nuove note saranno garantite da Apache alle stesse condizioni delle note APA che saranno emesse nelle Offerte di Scambio.
APA anunció los resultados finales de sus ofertas de intercambio privadas, ofertas de compra y solicitudes de consentimiento para las notas de Apache. Las ofertas, que se liquidarán el 10 de enero de 2025, incluyen:
1. Ofertas de intercambio de notas de Apache por nuevas notas de APA
2. Ofertas de compra por un monto de hasta 1 mil millones de dólares para ciertas notas de Apache
3. Solicitudes de consentimiento para enmiendas a los contratos de notas de Apache
La compañía ha recibido una participación significativa en varias series de notas, con tasas de aceptación que van del 36% al 95.5%. APA también anunció el precio de una oferta privada de 850 millones de dólares en notas senior, renunciando a la Condición de Financiamiento. Las nuevas notas estarán garantizadas por Apache en los mismos términos que las Notas APA que se emitirán en las Ofertas de Intercambio.
APA는 아파치 채권에 대한 사모 교환 제안, 입찰 제안 및 동의 요청의 최종 결과를 발표했습니다. 2025년 1월 10일에 정산될 제안은 다음과 같습니다:
1. 아파치 채권을 새로운 APA 채권으로 교환하는 제안
2. 특정 아파치 채권에 대해 최대 10억 달러의 현금 입찰 제안
3. 아파치 채권 계약 수정에 대한 동의 요청
회사는 다양한 채권 시리즈에서 상당한 참여를 받았으며, 입찰 비율은 36%에서 95.5%까지 다양합니다. APA는 또한 8억5000만 달러 규모의 선순위 채권에 대한 사모 제공 가격을 발표하며, 자금 조달 조건을 면제했습니다. 새로운 채권은 아파치에 의해 APA 채권과 동일한 조건으로 보장됩니다.
APA a annoncé les résultats finaux de ses offres d'échange privées, offres de rachat et demandes de consentement concernant les obligations Apache. Les offres, qui doivent être réglées le 10 janvier 2025, comprennent :
1. Offres d'échange des obligations Apache contre les nouvelles obligations APA
2. Offres de rachat en espèces allant jusqu'à 1 milliard de dollars pour certaines obligations Apache
3. Demandes de consentement pour des modifications des contrats des obligations Apache
La société a reçu une participation significative à travers diverses séries d'obligations, avec des taux d'adhésion variant de 36 % à 95,5 %. APA a également annoncé le prix d'une offre privée de 850 millions de dollars en obligations senior, renonçant à la condition de financement. Les nouvelles obligations seront garanties par Apache dans les mêmes conditions que les obligations APA qui seront émises dans le cadre des offres d'échange.
APA hat die endgültigen Ergebnisse ihrer privaten Tauschangebote, Tenderangebote und Zustimmungsgesuche für Apache-Anleihen bekannt gegeben. Die Angebote, die am 10. Januar 2025 abgerechnet werden, umfassen:
1. Tauschangebote für Apache-Anleihen gegen neue APA-Anleihen
2. Bargeldangebote von bis zu 1 Milliarde USD für bestimmte Apache-Anleihen
3. Zustimmungsgesuche für Änderungen an den Indenturen der Apache-Anleihen
Das Unternehmen hat eine signifikante Teilnahme an verschiedenen Anleihenserien erhalten, wobei die Tenderquoten zwischen 36% und 95,5% liegen. APA gab auch den Preis einer privaten Platzierung von 850 Millionen USD in nachrangigen Anleihen bekannt, wobei die Finanzierungsbedingung aufgehoben wurde. Die neuen Anleihen werden von Apache zu den gleichen Bedingungen wie die im Tauschangebot emittierten APA-Anleihen garantiert.
- High participation rates across note series (36-95.5% tender rates)
- Successful pricing of $850 million private notes offering
- Strategic debt restructuring through exchange and tender offers
- Net proceeds from Private Notes Offering ($850M) fall short of tender offer amount ($1B)
Insights
This debt restructuring initiative from APA represents a strategic financial maneuver involving multiple components:
The transaction's complexity lies in its multi-layered approach: simultaneously managing tender offers with series caps, exchange offers and consent solicitations while introducing new APA notes with Apache guarantees. This restructuring effectively centralizes debt at the parent level while maintaining flexibility through guarantee provisions tied to Apache's outstanding debt levels.
The waiver of the financing condition, despite the
The restructuring accomplishes several key strategic objectives: First, it streamlines APA's capital structure by consolidating debt at the parent level while maintaining flexibility through conditional guarantees. Second, it potentially reduces the company's weighted average cost of capital through new issuance terms. Third, it extends debt maturities, improving the company's debt profile.
The strong participation rates across most series indicate the market's positive reception of these changes. Particularly noteworthy is the high tender rate for longer-dated securities, such as the 2096 Debentures at
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
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
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 | (the “March 2026 Notes”) | _ | _ | _ | |||||||||
| 037411 AK1 | (the “April 2026 Notes”) | _ | _ | _ | |||||||||
| 037411 BJ3 | (the “2027 Notes”) | _ | _ | _ | |||||||||
| 037411 BE4 | (the “2028 Notes”) | _ | _ | _ | |||||||||
| 03746AAA8 | (the “2029 Notes”) | _ | _ | _ | |||||||||
| 037411 BF1 | (the “2030 Notes”) | _ | _ | _ | |||||||||
| 037411 AR6 | (the “2037 Notes”) | ||||||||||||
| 037411 AW5 | (the “2040 Notes”) | ||||||||||||
| 037411 AY1 | (the “2042 Notes”) | ||||||||||||
| 037411 BA2 | (the “2043 Notes”) | ||||||||||||
| 037411 BC8 | (the “2044 Notes”) | ||||||||||||
| 037411 AM7 | _ | _ | _ | ||||||||||
| 037411 BG9 | (the “2049 Notes”) | _ | _ | _ | |||||||||
| 037411 AL9 | _ | _ | _ | ||||||||||
___________________
(1) The Maximum Purchase Amount is
(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
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
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.
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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