UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 11, 2007
Apache Corporation
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
Delaware
(State or other jurisdiction of
incorporation)
|
|
1-4300
(Commission
File Number)
|
|
41-0747868
(IRS Employer
Identification No.) |
2000 Post Oak Boulevard
Suite 100
Houston, Texas 77056-4400
(Address of principal executive offices)
Registrant’s telephone number, including area code: (713) 296-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On April 11, 2007, Apache Corporation (“Apache”) entered into a Terms Agreement (and together
with the Underwriting Agreement Basic Terms incorporated therein, the “Underwriting Agreement”)
with Citigroup Global Markets Inc. and UBS Securities LLC, as the representatives of the several
underwriters named therein (the “Underwriters”), for the purchase and sale of $500,000,000
principal amount of 5.250% notes due 2013 (the “Notes”).
The Underwriting Agreement contains customary representations, warranties and agreements by
Apache, and customary conditions to closing, indemnification obligations of Apache and the
Underwriters, including for liabilities under the Securities Act of 1933, other obligations of the
parties and termination provisions. The foregoing description of the Underwriting Agreement is
qualified in its entirety by reference to the Terms Agreement (including the Underwriting Agreement
Basic Terms attached thereto as Annex A), a copy of which is filed herewith as Exhibit 1.1 and is
incorporated herein by reference.
Notes
On April 16 , 2007, Apache completed a public offering (the “Offering”) of the Notes. Apache
registered the sale of the Notes with the Securities and Exchange Commission (the “Commission”)
pursuant to a Registration Statement on Form S-3 (Registration No. 333-141867), which became
automatically effective on April 4, 2007. The net proceeds from the Offering of approximately
$495.8 million, after deducting underwriting discounts and commissions and expenses but before
offering expenses, were used to repay a portion of our outstanding commercial paper, which was in
part incurred to finance our recent transaction with Anadarko, as described in our annual report on
Form 10-K for the fiscal year ended December 31, 2006 and our current report on Form 8-K filed on
March 30, 2007. This repayment will reduce the principal amount of our outstanding commercial
paper to approximately $1.1 billion. As of April 9, 2007, we had approximately $1.5 billion in
principal amount of commercial paper outstanding bearing interest at an average weighted rate of
5.39 percent per annum.
The terms of the Notes are governed by the Indenture, dated as of February 15, 1996, between
Apache and The Bank of New York Trust Company, N.A. (as successor-in-interest to JP Morgan Chase
Bank, N.A., formerly known as The Chase Manhattan Bank), as trustee, as supplemented by the First
Supplemental Indenture, dated November 5, 1996.
The form of the Note is filed herewith as Exhibit 4.1 and is incorporated herein by reference.
Relationships
The Underwriters have performed investment banking, corporate banking and advisory services
for us from time to time for which they have received customary fees and expenses. The Underwriters
may, from time to time, engage in transactions with and perform services for us in the ordinary
course of their business.