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APA Corporation Announces Pricing Terms of Cash Tender Offers for Certain Series of Outstanding Apache Corporation Notes

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APA announced pricing terms for cash tender offers to purchase up to $1 billion aggregate principal amount of Apache notes. The tender offers include specific series of notes due in 2040, 2042, 2043, and 2044. The tender total consideration includes an early participation premium of $30 per $1,000 principal amount.

APA has set series caps for different notes: $700 million for 2040 Notes, $125 million for 2042 Notes, $196.043 million for 2043 Notes, and $110.002 million for 2044 Notes. Due to high tender volume, APA does not expect to accept any 2037 Notes. The settlement date is expected to be January 10, 2025.

Concurrently, APA is offering to exchange Apache Notes for new APA Notes, with any unaccepted tender offers being eligible for exchange. The offers include consent solicitations for proposed amendments to the indentures.

APA ha annunciato i termini di prezzo per le offerte di acquisto in contante fino a 1 miliardo di dollari di valore nominale complessivo dei titoli Apache. Le offerte di acquisto includono specifiche serie di titoli con scadenza nel 2040, 2042, 2043 e 2044. La considerazione totale delle offerte include un premio per partecipazione anticipata di 30 dollari per ogni 1.000 dollari di valore nominale.

APA ha stabilito dei limiti per le diverse serie di titoli: 700 milioni di dollari per i titoli del 2040, 125 milioni di dollari per i titoli del 2042, 196.043 milioni di dollari per i titoli del 2043 e 110.002 milioni di dollari per i titoli del 2044. A causa dell'alto volume di tender, APA non si aspetta di accettare alcun titolo 2037. La data di regolamento è prevista per il 10 gennaio 2025.

Contemporaneamente, APA sta offrendo di scambiare i titoli Apache con nuovi titoli APA, con eventuali offerte di acquisto non accettate idonee per lo scambio. Le offerte includono anche richieste di consenso per proposte di modifica dei contratti di emissione.

APA anunció los términos de precios para ofertas de compra en efectivo por un total de hasta 1 mil millones de dólares en montante principal agregado de notas de Apache. Las ofertas de compra incluyen series específicas de notas con vencimiento en 2040, 2042, 2043 y 2044. La consideración total de la oferta incluye una prima de participación anticipada de 30 dólares por cada 1.000 dólares de valor nominal.

APA ha establecido límites de serie para diferentes notas: 700 millones de dólares para las notas de 2040, 125 millones de dólares para las notas de 2042, 196.043 millones de dólares para las notas de 2043, y 110.002 millones de dólares para las notas de 2044. Debido al alto volumen de ofertas, APA no espera aceptar ninguna nota de 2037. Se espera que la fecha de liquidación sea el 10 de enero de 2025.

Concurrentemente, APA está ofreciendo intercambiar notas de Apache por nuevas notas de APA, siendo las ofertas de compra no aceptadas elegibles para el intercambio. Las ofertas incluyen solicitudes de consentimiento para enmiendas propuestas a los contratos de emisión.

APA는 아파치 채권의 총 원금 10억 달러까지 현금 제안의 가격 조건을 발표했습니다. 이 입찰에는 2040년, 2042년, 2043년 및 2044년에 만기가 도래하는 특정 채권 시리즈가 포함됩니다. 제안 총 고려액에는 1,000달러당 30달러의 조기 참여 프리미엄이 포함됩니다.

APA는 서로 다른 채권의 시리즈 한도를 설정했습니다: 2040년 채권에 대해 7억 달러, 2042년 채권에 대해 1억 2,500만 달러, 2043년 채권에 대해 1억 9,604만 3천 달러, 2044년 채권에 대해 1억 1,000만 달러입니다. 높은 제안량으로 인해 APA는 2037년 채권을 수용할 것으로 예상하지 않습니다. 결제일은 2025년 1월 10일로 예상됩니다.

동시에, APA는 아파치 채권을 새로운 APA 채권으로 교환할 것을 제안하고 있으며, 수용되지 않은 입찰은 교환 가능성 있는 것으로 간주됩니다. 제안에는 기재의 수정 안을 위한 동의 요청도 포함됩니다.

APA a annoncé les conditions tarifaires des offres publiques d'achat en espèces pour acquérir jusqu'à 1 milliard de dollars en montant principal global des obligations Apache. Les offres comprennent des séries spécifiques de obligations arrivant à échéance en 2040, 2042, 2043 et 2044. La considération totale inclut une prime de participation anticipée de 30 dollars pour chaque tranche de 1 000 dollars de montant principal.

APA a établi des plafonds de série pour différentes obligations : 700 millions de dollars pour les obligations de 2040, 125 millions de dollars pour les obligations de 2042, 196,043 millions de dollars pour les obligations de 2043, et 110,002 millions de dollars pour les obligations de 2044. En raison d'un volume élevé d'offres, APA ne s'attend pas à accepter de 2037 obligations. La date de règlement est prévue pour le 10 janvier 2025.

Parallèlement, APA propose d'échanger les obligations Apache contre de nouvelles obligations APA, toutes les offres d'achat non acceptées étant éligibles à l'échange. Les offres comprennent également des demandes de consentement pour des modifications proposées aux contrats de fiducie.

APA hat die Preiskonditionen für Barangebote zur Übernahme von bis zu 1 Milliarde Dollar an Gesamtnennbetragswert von Apache-Anleihen bekannt gegeben. Die Barangebote umfassen spezifische Anleihenserien, die im Jahr 2040, 2042, 2043 und 2044 fällig werden. Die Gesamtabgeltung des Angebots enthält eine Frühbeteiligungsprämie von 30 Dollar pro 1.000 Dollar Nennbetrag.

APA hat Serienobergrenzen für verschiedene Anleihen festgelegt: 700 Millionen Dollar für 2040-Anleihen, 125 Millionen Dollar für 2042-Anleihen, 196,043 Millionen Dollar für 2043-Anleihen und 110,002 Millionen Dollar für 2044-Anleihen. Aufgrund des hohen Angebotsvolumens erwartet APA nicht, irgendwelche 2037-Anleihen zu akzeptieren. Das Abreisedatum wird für den 10. Januar 2025 erwartet.

Gleichzeitig bietet APA an, Apache-Anleihen gegen neue APA-Anleihen zu tauschen, wobei alle nicht akzeptierten Angebote für den Tausch in Betracht gezogen werden. Die Angebote beinhalten auch Einwilligungsanfragen zu vorgeschlagenen Änderungen der Schuldverschreibungen.

Positive
  • Clear debt restructuring strategy with $1 billion tender offer capacity
  • Early participation premium of $30 per $1,000 offering additional value to participating noteholders
  • Structured approach with specific series caps providing clarity on purchase priorities
Negative
  • Unable to accommodate all 2037 Notes due to oversubscription of other series
  • Complex transaction structure might create uncertainty for some investors

Insights

This debt restructuring initiative by APA represents a significant financial engineering move. The company is offering to purchase up to $1 billion of Apache notes through cash tender offers, with precise pricing terms now established. The tender offers span multiple note series with maturities ranging from 2040 to 2044, featuring total consideration prices between $748.93 and $883.13 per $1,000 principal amount.

The pricing structure includes an early participation premium of $30 per $1,000, effectively incentivizing quick responses from noteholders. The reference yields hovering around 4.834% with fixed spreads between 155-175 basis points indicate a strategic pricing approach aligned with current market conditions.

Most notably, the company has adjusted series caps for different notes, with the 2043 Notes cap increased to $196,043,000 and 2044 Notes to $110,002,000. This refined allocation strategy suggests strong demand for certain series while managing the company's overall liability structure.

The tender offer's structure reveals a sophisticated liability management strategy. By implementing series-specific caps - $700 million for 2040 Notes and $125 million for 2042 Notes - APA is effectively controlling its debt profile while providing exit opportunities for bondholders. The concurrent exchange offer for unaccepted tender notes into new APA Notes demonstrates a comprehensive approach to debt restructuring.

The pricing spread over Treasury securities (155-175 basis points) reflects current market risk premiums and APA's credit profile. The inclusion of accrued interest payments and early participation premiums enhances the offer's attractiveness to bondholders. This transaction will likely result in a more streamlined debt structure and potentially lower future interest expenses, though the exact impact depends on the new notes' terms.

HOUSTON, Dec. 23, 2024 (GLOBE NEWSWIRE) -- APA Corporation (“APA”) (Nasdaq: APA) announced today the pricing terms for the previously announced cash tender offers (the “Tender Offers”) to purchase up to $1,000,000,000 aggregate principal amount (the “Maximum Purchase Amount”) of validly tendered and accepted notes issued by Apache Corporation, its wholly-owned subsidiary (“Apache”), listed in the table below (collectively, the “Apache Tender Notes”).

The applicable total consideration to be paid in the Tender Offers for each series of Apache Tender Notes accepted for purchase was determined by reference to a fixed spread specified for such series of Apache Tender Notes over the yield (the “Reference Yield”) based on the bid-side price of the applicable U.S. Treasury Security, in each case as set forth in the table below (the “Tender Total Consideration”). The Reference Yields listed in the table below were determined pursuant to the Offering Memorandum (as defined below) at 10:00 a.m., New York City time, today, December 23, 2024, by the Lead Dealer Managers (as defined below). The applicable Tender Total Consideration for each series of Apache Tender Notes validly tendered as of the Extended Early Consent Date (as defined below) includes an early participation premium of $30 per $1,000 principal amount of Apache Tender Notes (the “Early Participation Premium”) accepted for purchase by APA.

In addition, all payments for tendered Apache Tender Notes that are purchased by APA 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, which is currently expected to be January 10, 2025 (the “Settlement Date”).

The following table sets forth the aggregate principal amounts of each series of Apache Tender Notes that were tendered as of 5:00 p.m., New York City time, on December 20, 2024 (the “Extended Early Consent Date”) and the related pricing information:

CUSIP No.

Series of
notes issued
by Apache
Aggregate
principal
amount
outstanding

Reference U.S.
Treasury Security

Reference
Yield
Fixed Spread
(basis points)
(1)

Tender Total
Consideration (2)

037411 AW55.100% Notes due
2040 (the “2040 Notes”)
$1,332,639,0004.625% U.S. Treasury due November 15, 20444.834%155$874.05
       
037411 AY15.250% Notes due
2042 (the “2042 Notes”)
$399,131,0004.625% U.S. Treasury due November 15, 20444.834%155$883.13
       
037411 BA24.750% Notes due
2043 (the “2043 Notes”)
$427,662,0004.625% U.S. Treasury due November 15, 20444.834%160$820.50
       
037411 BC84.250% Notes due
2044 (the “2044 Notes”)
$210,863,0004.625% U.S. Treasury due November 15, 20444.834%175$748.93

___________________
(1)  Includes the Early Participation Premium of $30 per $1,000 principal amount of Apache Tender Notes for each series.
(2)  Payable for each $1,000 principal amount of applicable Apache Tender Notes validly tendered at or prior to the Extended Early Consent Date and accepted for purchase by APA and includes the Early Participation Premium. In addition, holders whose Apache Tender Notes are accepted will also receive interest on such notes accrued to the Settlement Date.

As previously announced, APA has increased the Series Cap for the 2043 Notes to $196,043,000 and the Series Cap for the 2044 Notes to $110,002,000. The maximum amount of 2040 Notes that will be purchased in the Tender Offers is $700,000,000 aggregate principal amount. The maximum amount of 2042 Notes that will be purchased in the Tender Offers is $125,000,000 aggregate principal amount. The maximum amount of Apache’s 6.000% Notes due 2037 (the “2037 Notes”) that will be purchased in the Tender Offers is equal 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. We refer to these maximum amounts each as a “Series Cap.” 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. Because the aggregate principal amount of the 2040 Notes, the 2042 Notes, the 2043 Notes, and the 2044 Notes tendered as of the Extended Early Consent Date exceeded the Maximum Purchase Amount, the Series Cap for the 2037 Notes is equal to $0 and APA does not expect to accept for purchase any 2037 Notes in the Tender Offers.

The withdrawal rights for the Tender Offers expired at 5:00 p.m., New York City time, on December 16, 2024 and have not been extended; therefore, previously tendered Apache Tender Notes may no longer be withdrawn. The Tender Offers will expire at 5:00 p.m., New York City time, on January 7, 2025 (the “Expiration Time”).

Apache Tender Notes that have been validly tendered and not validly withdrawn at or before the Expiration Time and are accepted in the Tender Offers will be purchased, retired and cancelled by APA on the Settlement Date.

As previously announced, concurrently with the Tender Offers, APA is offering to exchange (each, an “Exchange Offer” and collectively, the “Exchange Offers”) any and all validly tendered and accepted notes and debentures of certain series issued by Apache, including the Apache Tender Notes (collectively, the “Apache Notes”), for new notes and debentures to be issued by APA (the “APA Notes”). Any validly tendered Apache Tender Notes 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 holders of such Apache Tender Notes will receive the Exchange Total Consideration or the Exchange Consideration, as applicable, each as defined in the Offering Memorandum. APA does not expect to accept for purchase any 2037 Notes tendered in the Tender Offers and, as a result, any 2037 Notes validity tendered in the Tender Offers will be accepted in the Exchange Offers and exchanged for APA Notes, and holders of such Apache Tender Notes will receive the Exchange Total Consideration or the Exchange Consideration, as applicable.

Also as previously announced, in connection with the Tender Offers and the Exchange Offers (collectively, the “Offers”) and upon the terms and conditions set forth in the Offering Memorandum, Apache is soliciting consents from holders of the Apache Notes to certain proposed amendments (the “Proposed Amendments”) to the indentures under which the Apache Notes were issued (the “Consent Solicitations”). Holders of Apache Notes that tender such notes in a Tender Offer or an Exchange Offer will be deemed to have consented to the Proposed Amendments to the applicable indenture with respect to that specific series.

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 APA’s Offering Memorandum and Consent Solicitation Statement, dated as of December 3, 2024 (the “Offering Memorandum”) as modified by the press releases issued by APA on December 17, 2024 and December 23, 2024. 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 (as defined in the Offering Memorandum) and the operation of the Series Caps and the Maximum Purchase Amount.

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 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.

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 Gary Clark
     
Media: (713) 296-7276 Alexandra Franceschi
     
Website: www.apacorp.com
     

APA-F


FAQ

What is the maximum purchase amount for APA's tender offers in December 2024?

APA 's tender offers have a maximum purchase amount of $1 billion for Apache notes.

When is the settlement date for APA's December 2024 tender offers?

The settlement date for APA's tender offers is expected to be January 10, 2025.

What is the early participation premium in APA's tender offers?

The early participation premium is $30 per $1,000 principal amount of Apache Tender Notes accepted for purchase.

What are the series caps for different notes in APA's tender offers?

The series caps are: $700 million for 2040 Notes, $125 million for 2042 Notes, $196.043 million for 2043 Notes, and $110.002 million for 2044 Notes.

Will APA accept 2037 Notes in the December 2024 tender offers?

No, APA does not expect to accept any 2037 Notes in the tender offers due to the aggregate principal amount of other notes tendered exceeding the Maximum Purchase Amount.

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