Anadarko Announces Cash Tender Offer; Seeks to Purchase Approximately $1 Billion of Outstanding Notes.HOUSTON -- Anadarko Petroleum Corp. (NYSE NYSE See: New York Stock Exchange :APC (1) (American Power Conversion Corporation, West Kingston, RI, www.apcc.com) The leading manufacturer of UPS systems and surge suppressors, founded in 1981 by Rodger Dowdell, Neil Rasmussen and Emanual Landsman, three electronic power engineers who had worked at MIT. ) today announced it has commenced cash tender offers for approximately $1 billion aggregate principal amount of specified series of its outstanding debt. "This tender works to strengthen Anadarko's balance sheet, reduce its annual interest expense and increase its financial flexibility, in line with the refocused strategy announced in June," said Anadarko President and CEO (1) (Chief Executive Officer) The highest individual in command of an organization. Typically the president of the company, the CEO reports to the Chairman of the Board. Jim Hackett. "We will fund the tender offer with proceeds from our previously announced divestiture The breakup of AT&T. By federal court order, AT&T divested itself on January 1, 1984 of its 23 operating companies, which became known as the Regional Bell Operating Companies (RBOCs). program, which is progressing ahead of plan. This reduction of debt, combined with buying back stock and our refocused exploration and production activities, works to enhance shareholder value." The tender offers consist of two separate offers: an Any and All Offer and a Maximum Tender Offer, both made pursuant to an Offer to Purchase dated today which sets forth a more comprehensive description of the terms of the tender offers. In the Any and All Offer, Anadarko is offering to purchase any and all of the approximately $1 billion outstanding principal amount of certain series of notes maturing in 2006 through 2008, that have interest rates between 5.375% and 7.800% as listed in the table below. In the Maximum Tender Offer, Anadarko is offering to purchase, under certain conditions, certain specified series of notes maturing in 2009 through 2012, that have interest rates between 5.000% and 7.300% as listed in the table below. Certain of the outstanding notes Anadarko seeks to purchase were originally issued by Norcen Energy Resources Ltd. (now Anadarko Canada Corporation), and Union Pacific Resources Group Inc. (now Anadarko Holding Company). These entities are wholly owned subsidiaries Wholly Owned Subsidiary A subsidiary whose parent company owns 100% of its common stock. Notes: In other words, the parent company owns the company outright and there are no minority owners. of Anadarko. The table below indicates each series of notes included in the tender offers.
Principal Reference Fixed
Amount U.S. Spread Acceptance
Title of Outstanding Security (basis Priority
Issuer Security (US$) Treasury points) Level
--------------- ------------ ----------- --------- ------- ---------
Offer for Notes Listed Below: Any and All Offer
Anadarko Canada 7.375% $88,115,000 2.500% 30 N/A
Corporation Debentures U.S.
due May Treasury
15, 2006 Note due
5/31/06
Anadarko Holding 7.000% $174,010,000 2.375% 30 N/A
Company Notes due U.S.
October Treasury
15, 2006 Note due
8/31/06
Anadarko 5.375% $650,000,000 2.250% 26 N/A
Notes due U.S.
March 1, Treasury
2007 Note due
2/15/07
Anadarko Holding 6.750% $116,285,000 2.625% 50 N/A
Company Notes due U.S.
May 15, Treasury
2008 Note due
5/15/08
Anadarko Canada 7.800% $11,000,000 2.625% 55 N/A
Corporation Debentures U.S.
due July Treasury
2, 2008 Note due
5/15/08
Offer for Notes Listed Below: Maximum Tender Offer
Anadarko Holding 7.300% $84,770,000 3.125% 57 1
Company Notes due U.S.
April 15, Treasury
2009 Note due
4/15/09
Anadarko 6.125% $400,000,000 4.250% 35 2
Notes due U.S.
March 15, Treasury
2012 Note due
8/15/14
Anadarko 5.000% $274,095,000 4.250% 39 3
Notes due U.S.
October 1, Treasury
2012 Note due
8/15/14
If less than $1 billion principal amount of outstanding notes are purchased through the Any and All Offer, then the amount used to purchase notes in the Maximum Tender Offer will be equal to the difference between the $1 billion principal amount and the amount so purchased through the Any and All Offer. The amounts of each series of notes that are purchased in the Maximum Tender Offer are prioritized and may be prorated as set forth in the Offer to Purchase. The Any and All Offer is scheduled to expire expire /ex·pire/ (ek-spi´er) 1. to exhale. 2. to die. ex·pire v. 1. To breathe one's last breath; die. 2. To exhale. at 5:00 p.m. EDT EDT abbr. Eastern Daylight Time EDT Eastern Daylight Time EDT n abbr (US) (= Eastern Daylight Time) → hora de verano de Nueva York EDT , on Sept. 20, 2004, unless extended. Holders of notes subject to the Any and All Offer must tender and not withdraw their notes before its expiration date Expiration Date The day on which an options or futures contract is no longer valid and, therefore, ceases to exist. Notes: The expiration date for all listed stock options in the U.S. to receive the full tender offer consideration. The Maximum Tender Offer is scheduled to expire at 5:00 p.m. EDT, on Oct. 6, 2004, unless extended. Holders of notes subject to the Maximum Tender Offer must tender and not withdraw their notes on or before the early tender date, which is 5:00 p.m. EDT, on Sept. 20, 2004, unless extended, to receive the full tender offer consideration. Holders of notes subject to the Maximum Tender Offer who tender their notes after the early tender date and do not withdraw their notes before its expiration date will receive the late tender offer consideration, which is the full tender offer consideration minus $15.00 per $1,000 principal amount of notes tendered by such holder that are accepted for purchase. Holders of notes subject to the Maximum Tender Offer who tender their notes on or before the early tender date may not withdraw their notes after the early tender date except in the limited circumstances CIRCUMSTANCES, evidence. The particulars which accompany a fact. 2. The facts proved are either possible or impossible, ordinary and probable, or extraordinary and improbable, recent or ancient; they may have happened near us, or afar off; they are public or described fully in the Offer to Purchase. The full tender offer consideration for each $1,000 principal amount of notes tendered and accepted for payment pursuant to the tender offers will be determined in the manner described in the Offer to Purchase by reference to a fixed spread specified for the notes over the yield based on the bid side price of the U.S. Treasury U.S. Treasury Created in 1798, the United States Department of the Treasury is the government (Cabinet) department responsible for issuing all Treasury bonds, notes and bills. Some of the government branches operating under the U.S. Treasury umbrella include the IRS, U.S. Security specified on the cover page of the Offer to Purchase, as calculated by the dealer managers at 2:00 p.m. EDT, on the second trading day In Business, the trading day is the time span that a particular stock exchange is open. For example, the New York Stock Exchange is, as of 2006, open from 09:30AM to 4:00PM. Trading days never take place on weekends. before the applicable expiration date for the offers. In addition to the full tender offer consideration or the late tender offer consideration, as applicable, accrued interest Accrued Interest The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date. There are two methods for calculating accrued interest: 1) 360-day year method, used for corporate and municipal bonds. up to, but not including, the settlement date will be paid in cash on all validly tendered notes accepted in the tender offers. The settlement dates for the Any and All Offer and the Maximum Tender Offer will follow promptly after the applicable expiration dates and currently are expected to be Tuesday, Sept. 21, 2004 and Thursday, Oct. 7, 2004, respectively. The company expects to use available cash and proceeds from the planned asset divestiture to fund the debt reduction. In the event that proceeds are not received prior to settlement dates for the tender, the company's lines of credit will provide short-term funding. Anadarko has retained ABN AMRO ABN AMRO Algemene Bank Nederland-Amsterdam Roterdam Bank (Dutch bank) Incorporated and J. P. Morgan Securities Inc. to serve as joint dealer managers, and Global Bondholder Bondholder A firm often has stockholders and bondholders. In a liquidation, the bondholders have first priority. bondholder An individual or institution that owns bonds in a corporation or other organization. Services Corporation to serve as the depositary DEPOSITARY, contracts. He with whom a deposit is confided or made. 2. It is, the essence of the contract of deposits that it should be gratuitous on the part 'of the depositary. 9 M. R. 470. agent and information agent for the tender offer. Requests for documents may be directed to Global Bondholder Services Corporation by telephone at 866-470-4300 or 212-430-3774 or in writing at 65 Broadway - Suite 74, New York New York, state, United States New York, Middle Atlantic state of the United States. It is bordered by Vermont, Massachusetts, Connecticut, and the Atlantic Ocean (E), New Jersey and Pennsylvania (S), Lakes Erie and Ontario and the Canadian province of , NY, 10006. Questions regarding the tender offer may be directed to either ABN AMRO at 866-409-7643 or 212-409-6255, or J. P. Morgan at 866-834-4666. This press release is not a tender offer to purchase or a solicitation solicitation In criminal law, the act of asking, inducing, or directing someone to commit a crime. The person soliciting another becomes an accomplice to the crime. The term also refers to the act of obtaining bribes, as well as to the crime of a prostitute who offers sexual of acceptance of the tender offer, which may be made only pursuant to the terms of the Offer to Purchase. In any jurisdiction where the laws require the tender offer to be made by a licensed broker or dealer, the tender offer will be deemed made on behalf of Anadarko by ABN AMRO or J. P. Morgan, or one or more registered brokers or dealers under the laws of such jurisdiction. Anadarko Petroleum Corporation's mission is to deliver a competitive and sustainable rate of return to shareholders by developing, acquiring and exploring for oil and gas resources vital to the world's health and welfare. As of year-end 2003, Anadarko had 2.5 billion barrels of oil equivalent of reserves, making it one of the world's largest independent exploration and production companies. Anadarko's operational focus extends from the deepwater Gulf of Mexico Noun 1. Gulf of Mexico - an arm of the Atlantic to the south of the United States and to the east of Mexico Golfo de Mexico Atlantic, Atlantic Ocean - the 2nd largest ocean; separates North and South America on the west from Europe and Africa on the east , up through Texas, Louisiana, the Mid-Continent, western U.S. and Canadian Rockies The Canadian Rockies comprise the Canadian segment of the North American Rocky Mountains range. The southern end in Alberta and British Columbia borders Idaho and Montana of the USA. The northern end is at the Liard Plain in British Columbia. and onto the North Slope North Slope, Alaska: see Alaska North Slope. of Alaska. Anadarko also has significant production in Algeria, Venezuela and Qatar. For more information about how Anadarko is bringing excellence to the surface, please visit: http://www.anadarko.com. This news release contains forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities and Exchange Act of 1934. Anadarko believes that its expectations are based on reasonable assumptions. No assurance, however, can be given that its goals will be achieved. A number of factors could cause actual results to differ materially from the projections, anticipated results or other expectations expressed in this release. While Anadarko makes these forward-looking statements in good faith, neither Anadarko nor its management can guarantee that the anticipated future results will be achieved. See Regulatory Matters and Additional Factors Affecting Business in the Management's Discussion and Analysis Management's discussion and analysis (MD&A) A report from management to shareholders that accompanies the firm's financial statements in the annual report. It explains the period's financial results and enables management to discuss topics that may not be apparent in the financial included in the Company's 2003 Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. . |
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