Anadarko gets tenders for $481.77 million of notes in maximum offer

By Jennifer Chiou

New York, April 7 - Anadarko Petroleum Corp. said it obtained tenders for a total of $481,771,000 of notes in its maximum tender offer, after having already received tenders for $481,205,000 of the notes at the early tender deadline of 5 p.m. ET on March 22.

The maximum offer for up to $472,037,000 of three series of notes ended at 5 p.m. ET on April 6.

The company began tender offers for up to $1 billion principal amount of outstanding debt securities on March 9.

In the any and all offer, Anadarko offered to purchase any and all of the $950 million of 6.75% senior notes due May 1, 2011 originally issued by Anadarko Finance Co.

In the maximum tender offer, Anadarko offered to purchase the $675 million of 6.875% notes due Sept. 15, 2011 issued by Kerr-McGee Corp. and the $169,748,000 of 6.125% notes due March 15, 2012 and $82,049,000 of 5% notes due Oct. 1, 2012 issued by Anadarko. These notes are listed in order of acceptance priority level.

The principal amount of notes to be purchased in the maximum tender offer is equal to the difference between $1 billion and the principal amount of notes purchased in the any and all offer.

The any and all offer expired at 5 p.m. ET on March 15. Holders tendered $527,963,000 principal amount of 6.75% notes.

Specifically in the maximum tender offer, holders tendered a total of $390,256,000, or 57.82%, of the 6.875% notes, $38,372,000, or 22.61%, of the 6.125% notes and $53,143,000, or 64.77%, of the 5% notes.

Because the maximum tender offer was oversubscribed, all tendered 6.875% notes and 6.125% notes were accepted and the 5% notes are subject to proration. The company said $43,409,000 of the tendered 5% notes were accepted. Settlement was slated for Wednesday.

For each $1,000 principal amount, the purchase price is $1,080.15 for the 6.875% notes, $1,081.57 for the 6.125% notes and $1,066.73 for the 5% notes.

These purchase prices include a $30.00 early tender premium per $1,000 principal amount of notes tendered in the maximum tender offer before the early tender date.

The purchase price for the 6.75% notes was $1,063.85 per $1,000 principal amount.

The company also paid accrued interest up to but excluding the settlement date, which was March 16 for the any and all offer.

The purchase prices were determined based on a fixed spread over the yield calculated using the bid-side price of the specified U.S. Treasury. The prices were calculated at 2 p.m. ET on March 15 for the any and all offer and at 2 p.m. ET on March 22 for the maximum tender offer.

The spread was 50 basis points for the 6.75% notes and 6.875% notes, 85 bps for the 6.125% notes and 125 bps for the 5% notes. The reference Treasury was the 0.875% Treasury note due April 30, 2011 for the 6.75% notes, the 1% Treasury note due Aug. 31, 2011 for the 6.875% notes and the 0.875% Treasury note due Feb. 29, 2012 for the 6.125% notes and 5% notes.

The offers were subject to the satisfaction or waiver of some conditions that included the successful issuance of one or more new series of senior notes with net proceeds of at least $500 million.

The joint dealer managers were Deutsche Bank Securities Inc. (866 627-0391), Morgan Stanley & Co. Inc. (800 624-1808), Goldman, Sachs & Co. (212 357-4692) and UBS Securities LLC (888 719-4210). The depositary and information agent was D.F. King & Co., Inc. (888 567-1626).

Anadarko is an oil and gas exploration and production company based in the Woodlands, Texas.

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