Anadarko tenders for up to $500 million notes due 2021, 2024, 2026

By Wendy Van Sickle

Columbus, Ohio, Nov. 27 – Anadarko Petroleum Corp. said it began a tender offer to purchase up to $500 million principal amount of three series of its notes.

The following notes are covered by the offer and are listed in order of acceptance priority:

• The $625 million of 3.45% notes due 2024 with pricing to be set using the yield of the bid-side price of the 2.875% U.S. Treasury note due Oct. 31, 2023 plus a spread of 145 basis points for a hypothetical total consideration of $955.53 per $1,000 principal amount;

• The $800 million of 4.85% notes due 2021 with pricing to be set using the yield of the bid-side price of the 2.875% U.S. Treasury note due Nov. 15, 2021 plus a spread of 85 bps for a hypothetical total consideration of $1,023.40 per $1,000 principal amount; and

• The $1.1 billion of 5.55% notes due 2026 with pricing to be set using the yield of the bid-side price of the 3.125% U.S. Treasury note due Nov. 15, 2028 plus a spread of 175 bps for a hypothetical total consideration of $1,042.66 per $1,000 principal amount.

The hypothetical total purchase prices were set using the reference yields as of 11 a.m. ET on Nov. 26.

In each case, the total consideration includes an early tender premium of $30.00 per $1,000 principal amount that will be paid only to holders who tender by the early deadline, 5 p.m. ET on Dec. 10.

Pricing will be set at 11 a.m. ET on the day following the early tender deadline.

Holders who tender after the early deadline will receive the total consideration less the early tender premium.

The offer expires at 11:59 p.m. ET on Dec. 24.

The company also will pay accrued interest up to but excluding the settlement date, which is expected to be Dec. 12 for early tendered notes and Dec. 27 for remaining tenders.

Tenders may be withdrawn through the early deadline.

If the tender cap is exceeded, tenders will be subject to proration, with notes to be accepted in order of acceptance priority level and early tenders to be accepted over notes tendered after the early deadline, regardless of acceptance priority level.

Anadarko said the reason for the tender offer is to reduce its outstanding debt and its future interest expenses.

The tender offer is subject to some conditions.

Credit Agricole Securities (USA) Inc. (866 807-6030 or 212 261-7802) and Deutsche Bank Securities (866 627-0391 or 212 250-2955) are the dealer managers. D.F. King & Co., Inc. (888 605-1957, 212 269-5550 or apc@dfking.com) is the information agent and tender agent.

Anadarko Petroleum is a Woodlands, Texas, oil and gas exploration and production company.

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