New York Stock Exchange-listed Anadarko Petroleum Corporation announced Friday April 8, a tender offer to purchase for cash up to $1.0 billion in aggregate principal amount (the “Maximum Tender Amount”) of its outstanding 6.375% Senior Notes due 2017 (the “Notes”).
The tender offer is being made upon, and is subject to, the terms and conditions set forth in the Offer to Purchase, dated April 8, 2016 (the “Offer to Purchase”) and the related Letter of Transmittal.
Anadarko reserves the right, but is under no obligation, to increase the Maximum Tender Amount at any time, subject to compliance with applicable law. If holders of Notes validly tender Notes in an aggregate principal amount in excess of the Maximum Tender Amount, Anadarko will accept for purchase an amount of Notes equal to such Maximum Tender Amount and will pay holders of such validly tendered Notes in accordance with the proration procedures set forth in the Offer to Purchase.
The tender offer will expire at 11:59 p.m., New York City time, on May 5, 2016 (such date and time, as it may be extended, the “Expiration Date”), unless extended or earlier terminated. Holders of Notes that are validly tendered prior to 5:00 p.m., New York City time, on April 21, 2016 (such date and time, as it may be extended, the “Early Tender Date”) and accepted for purchase will receive the Total Consideration (as defined below and in the Offer to Purchase), which includes the early tender premium (the “Early Tender Premium”) set forth in the table above. Holders tendering Notes after the Early Tender Date but before the Expiration Date will be eligible to receive only the tender offer consideration (the “Tender Offer Consideration”), which will equal the Total Consideration less the Early Tender Premium. Because Anadarko intends to accept for payment all Notes validly tendered before the Early Tender Date, subject to the Maximum Tender Amount and the other terms and conditions described in the Offer to Purchase, there is no assurance as to the amount of Notes, if any, that Anadarko will accept that are tendered after the Early Tender Date. No tenders submitted after the Expiration Date will be valid.
Anadarko may elect, in its sole discretion, to settle the tender offer with respect to Notes validly tendered before the Early Tender Date promptly following the Early Tender Date, which Anadarko expects would be on or about April 25, 2016, assuming that the Early Tender Date is not extended. The settlement date, if necessary, for Notes validly tendered after the Early Tender Date and before the Expiration Date (or for Notes validly tendered before the Expiration Date if Anadarko does not elect to have an early settlement date) will occur promptly following the Expiration Date and is expected to be May 6, 2016, assuming that the Expiration Date is not extended. Anadarko will pay accrued and unpaid interest from and including the last interest payment date applicable to the Notes up to, but not including, the applicable settlement date for Notes accepted for purchase.
Tendered Notes may be withdrawn from the tender offer prior to 5:00 p.m., New York City time, onApril 21, 2016 (such date and time, as it may be extended, the “Withdrawal Deadline”). Holders of Notes who validly tender their Notes after the Withdrawal Deadline but before the Expiration Date may not withdraw their Notes except in the limited circumstances described in the Offer to Purchase.
The “Total Consideration” for each $1,000 principal amount of Notes validly tendered prior to the Early Tender Date and accepted for purchase pursuant to the tender offer will be determined by reference to the fixed spread (the “Fixed Spread”) specified in the table above for the Notes over the yield (the “Reference Yield”) based on the bid-side price of the U.S. Treasury Security specified in the table above (the “Reference Treasury Security”), as calculated by Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. at 2:00 p.m., New York City time, on April 22, 2016, assuming that the Early Tender Date is not extended. The Total Consideration also includes the Early Tender Premium.
The tender offer is conditioned upon the satisfaction of certain customary conditions. Subject to applicable law, Anadarko may also terminate the tender offer at any time before the Expiration Date in its sole discretion. Credit Suisse Securities (USA) LLC and Goldman, Sachs & Co. are acting as dealer managers for the tender offer.
