e424b5
Filed
pursuant to Rule 424(b)(5)
Registration
No. 333-161370
CALCULATION OF REGISTRATION FEE
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Maximum
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Maximum
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Title of each class
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Amount to be
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offering price
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aggregate
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Amount of
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of securities to be registered
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registered
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per unit
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offering price
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registration fee (1)
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6.200% Senior Notes due 2040
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$750,000,000
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99.273%
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$744,547,500
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$53,086.24
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(1) |
Calculated in accordance with Rule 457(r) of the Securities
Act of 1933, as amended.
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To
Prospectus dated August 14, 2009
Anadarko
Petroleum Corporation
$750,000,000
6.200% Senior Notes due 2040
We are offering $750,000,000 of our 6.200% Senior Notes due
2040, which will mature on March 15, 2040, which we refer
to as the notes.
We will pay interest on the notes each March 15 and
September 15, beginning on September 15, 2010.
We may redeem all or part of the notes at any time at the
make-whole redemption prices described in this prospectus
supplement. There are no sinking funds for the notes. The
redemption provisions are more fully described in this
prospectus supplement under Description of the Notes.
The notes will be our unsecured senior obligations and will rank
equally with all of our other senior unsecured indebtedness from
time to time outstanding that is not specifically subordinated
to the notes.
Investing in the notes involves risks. See Risk
Factors beginning on
page S-5
of this prospectus supplement and in our Annual Report on
Form 10-K
for the year ended December 31, 2009.
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Underwriting
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Price to
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discounts and
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Proceeds to
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public(1)
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commission
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us(1)
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Per note
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99.273
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%
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0.875
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%
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98.398
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%
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Total
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$
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744,547,500
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$
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6,562,500
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$
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737,985,000
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(1) |
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Before expenses and plus accrued interest, if any, from
March 16, 2010. |
Delivery of the notes in book-entry form only will be made
through The Depository Trust Company and its participants,
Clearstream Banking S.A. and Euroclear Bank S.A./N.V., as
operator of the Euroclear System, on or about March 16,
2010, against payment in immediately available funds.
None of the Securities and Exchange Commission, any state
securities commission or any other regulatory body has approved
or disapproved of these securities or determined if this
prospectus supplement or the accompanying prospectus is truthful
or complete. Any representation to the contrary is a criminal
offense.
Joint
Book-Running Managers
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UBS
Investment Bank |
Goldman, Sachs & Co. |
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Deutsche
Bank Securities |
Morgan Stanley |
Co-Managers
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BNP PARIBAS
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DnB NOR Markets
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J.P. Morgan
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Mitsubishi UFJ Securities
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RBS
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SOCIETE GENERALE
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The date of this
prospectus supplement is March 9, 2010.
You should rely only on the information contained or
incorporated by reference in this document or to which we have
referred you. We have not, and the underwriters have not,
authorized anyone to provide you with information that is
different. This document may only be used where it is legal to
sell these securities. The information contained or incorporated
by reference in this document may only be accurate on the date
of this document.
TABLE OF
CONTENTS
Prospectus
Supplement
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Page
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S-ii
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S-iii
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S-1
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S-5
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S-7
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S-8
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S-9
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S-10
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S-13
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S-17
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S-21
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S-21
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S-21
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G-1
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Prospectus
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Page
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About this prospectus
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1
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Where you can find more information
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Forward-looking statements
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3
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About us
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Risk factors
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Use of proceeds
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Ratio of earnings to fixed charges and earnings to combined
fixed charges and preferred stock dividends
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7
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Description of debt securities
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8
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Description of capital stock
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23
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Description of depositary shares
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27
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Legal matters
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29
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Experts
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29
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S-i
About this
prospectus supplement
This prospectus supplement is a supplement to the accompanying
prospectus. This prospectus supplement and the accompanying
prospectus are part of a registration statement that we filed
with the Securities and Exchange Commission, or the SEC, using a
shelf registration process. Under the shelf process,
we may, from time to time, issue and sell to the public any
combination of the securities described in the accompanying
prospectus up to an indeterminate amount, of which this offering
is a part.
This prospectus supplement describes the specific terms of the
notes we are offering and certain other matters relating to us.
The accompanying prospectus gives more general information about
securities we may offer from time to time, some of which does
not apply to the notes we are offering. Generally, when we refer
to the prospectus, we are referring to this prospectus
supplement combined with the accompanying prospectus. If the
description of the offering varies between this prospectus
supplement and the accompanying prospectus, you should rely on
the information in this prospectus supplement.
S-ii
Forward-looking
statements
We have made in this prospectus supplement and in the reports
and documents incorporated by reference forward-looking
statements within the meaning of Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended, concerning our
operations, economic performance and financial condition. These
forward-looking statements include information concerning future
production and reserves, schedules, plans, timing of
development, contributions from oil and gas properties,
marketing and midstream activities and those statements preceded
by, followed by or that otherwise include the words
may, could, believes,
expects, anticipates,
intends, estimates,
projects, target, goal,
plans, objective, should or
similar expressions or variations on such expressions. For these
statements, we claim the protection of the safe harbor for
forward-looking statements contained in the Private Securities
Litigation Reform Act of 1995. Although we believe that the
expectations reflected in such forward-looking statements are
reasonable, we can give no assurance that such expectations will
prove to have been correct.
These forward-looking statements involve risks and
uncertainties. Important factors that could cause actual results
to differ materially from our expectations include, but are not
limited to, our assumptions about energy markets, production
levels, reserve levels, operating results, competitive
conditions, technology, the availability of capital resources,
capital expenditures and other contractual obligations, the
supply and demand for and the price of natural gas, oil, natural
gas liquids, or NGLs, and other products or services, volatility
in the commodity futures market, the weather, inflation, the
availability of goods and services, drilling risks, future
processing volumes and pipeline throughput, general economic
conditions, either internationally or nationally or in the
jurisdictions in which we or our subsidiaries are doing
business, legislative or regulatory changes, including
retroactive royalty or production tax schemes,
hydraulic-fracturing regulation, derivatives reform, changes in
state and federal corporate taxes, environmental regulation,
environmental risks and liability under federal, state, foreign,
and local environmental laws and regulations, current and
potential legal proceedings, environmental or other obligations
arising from Tronox Incorporated, the securities, capital or
credit markets, our ability to repay debt, the outcome of any
proceedings related to the Algerian exceptional profits tax, and
other factors discussed in Risk Factors and
Managements Discussion and Analysis of Financial
Condition and Results of OperationsCritical Accounting
Estimates in our Annual Report on
Form 10-K
for the year ended December 31, 2009, in this prospectus
supplement under the heading Risk Factors and in
other reports and documents incorporated by reference into this
prospectus supplement. We undertake no obligation to publicly
update or revise any forward-looking statements whether as a
result of new information, future events, or otherwise.
S-iii
Summary
This summary does not contain all of the information that is
important to you. You should read carefully the entire
prospectus supplement, the accompanying prospectus and the
documents incorporated by reference for a more complete
understanding of this offering. You should read Risk
Factors beginning on
page S-5
of this prospectus supplement and Risk Factors in
our Annual Report on
Form 10-K
for the year ended December 31, 2009 for more information
about important risks that you should consider before making a
decision to purchase notes in this offering.
Our, we, us and
Anadarko as used in this prospectus supplement and
the accompanying prospectus refer solely to Anadarko Petroleum
Corporation and its subsidiaries, unless the context otherwise
requires.
The Description of the Notes section of this
prospectus supplement contains more detailed information about
the terms and conditions of the notes. We have defined certain
oil and gas industry terms used in this document in the
Glossary of Oil and Natural Gas Terms on
page G-1.
ANADARKO
PETROLEUM CORPORATION
General
Anadarko Petroleum Corporation is among the largest independent
oil and gas exploration and production companies in the world,
with 2.3 billion BOE of proved reserves as of
December 31, 2009. Our primary business segments are
managed separately due to the nature of the products and
services, as well as to the unique technology, distribution and
marketing requirements. Our three operating segments are:
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Oil and gas exploration and productionThis segment
explores for and produces natural gas, crude oil, condensate and
NGLs. Our operations are located onshore United States and in
the deepwater Gulf of Mexico, as well as in Algeria, Brazil,
China, Côte dIvoire, Ghana, Indonesia, Mozambique,
Sierra Leone and other countries.
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MidstreamThis segment provides gathering,
processing, treating and transportation services to Anadarko and
third-party oil and gas producers. We own and operate
natural-gas gathering, processing, treating and transportation
systems in the United States.
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MarketingThis segment sells most of our production,
as well as hydrocarbons purchased from third parties. We
actively market natural gas, oil and NGLs in the United States,
and actively market oil from Algeria and China.
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We own interests in several coal, trona (natural soda ash) and
industrial mineral properties through non-operated joint
ventures and royalty arrangements within and adjacent to our
land grant acreage position (Land Grant). The Land Grant
consists of land granted by the federal government in the
mid-1800s, which passes through Colorado and Wyoming and into
Utah. Within the Land Grant, we have fee ownership of the
mineral rights under approximately 8 million acres.
For a further description of our business, properties and
operations, you should read our Annual Report on
Form 10-K
for the year ended December 31, 2009 which is incorporated
by reference into this prospectus supplement.
Our principal executive offices are located at 1201 Lake Robbins
Dr., The Woodlands, Texas 77380, and our telephone number is
(832) 636-1000.
Concurrent tender
offers
On March 9, 2010, we announced that we had commenced cash
tender offers, which we refer to as the tender offers, to
purchase up to $1 billion in aggregate principal amount of
our outstanding notes. 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 distributed to the holders
of the affected notes on March 9, 2010.
S-1
In the Any and All Offer, we are offering to purchase any and
all of the $950 million aggregate principal amount
currently outstanding of our 6.750% Senior Notes due 2011, which
we refer to as our 6.750% notes. In the Maximum Tender
Offer, we are offering to purchase, under certain conditions,
our 6.875% Notes due 2011, which we refer to as our
6.875% notes, of which $675,000,000 aggregate principal
amount is currently outstanding, our 6.125% Notes due 2012,
which we refer to as our 6.125% notes, of which
$169,748,000 aggregate principal amount is currently
outstanding, and our 5.000% Notes due 2012, which we refer
to as our 5.000% notes, of which $82,049,000 aggregate
principal amount is currently outstanding.
The principal amount of notes to be purchased in the Maximum
Tender Offer will be equal to the difference between
$1 billion and the principal amount of notes purchased
through the Any and All Offer. The amounts of each series of
notes that are purchased in the Maximum Tender Offer are
prioritized in the following order: our 6.875% notes, our
6.125% notes and our 5.000% notes. The Any and All
Offer is scheduled to expire at 5:00 p.m. New York City
time, on March 15, 2010, unless extended. Holders of notes
subject to the Any and All Offer must tender and not withdraw
their notes before its expiration date to receive the total
consideration, which is calculated in the manner described
below. The Maximum Tender Offer is scheduled to expire at
5:00 p.m. New York City Time, on April 6, 2010, unless
extended. Holders of notes subject to the Maximum Tender Offer
must tender and not withdraw their notes before the early tender
date, which is 5:00 p.m. New York City Time, on
March 22, 2010, unless extended, to receive the total
consideration. Holders of notes subject to the Maximum Tender
Offer who tender their notes after the early tender date will
receive the tender offer consideration, which is the total
consideration minus $30 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 before the early tender date may not withdraw their
notes after the early tender date except in limited
circumstances. Holder of notes subject to the Maximum Tender
Offer who tender their notes after the early tender date may not
withdraw their notes.
The total consideration for each $1,000 principal amount of
notes tendered and accepted for payment pursuant to the tender
offers will be determined by reference to a fixed spread
specified for each series of notes over the yield based on the
bid side price of the applicable reference U.S. Treasury
Security, as calculated by the dealer managers at 2:00 p.m.
New York City time, on the expiration date for the Any and All
Offer, in the case of the Any and All Offer, or the early tender
date, in the case of the Maximum Tender Offer. In addition to
the total consideration or the tender offer consideration, as
applicable, accrued and unpaid interest up to, but not
including, the applicable settlement date will be paid in cash
on all validly tendered notes accepted in the tender offers.
The completion of each tender offer is subject to the
satisfaction of certain conditions, including the completion of
this offering, on terms satisfactory to us. Completion of this
offering is not conditioned upon any minimum level of acceptance
in the tender offers.
We expect to fund the tender offers with the net proceeds from
this offering together with cash on hand. If any condition of
the tender offers is not satisfied, we are not obligated to
accept for purchase, or to pay for, any of the notes tendered
and may delay the acceptance for payment of any tendered notes,
in each event subject to applicable laws. We also may terminate,
extend or amend the tender offers and may postpone the
acceptance for purchase of, and payment for, the notes tendered.
This prospectus supplement and the accompanying prospectus are
not an offer to purchase the 6.750% notes, the
6.875% notes, the 6.125% notes or the
5.000% notes. The tender offers are made only by and
pursuant to the terms of the Offer to Purchase and the related
Letter of Transmittal, each dated March 9, 2010, as the
same may be amended or supplemented.
S-2
The offering
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Issuer |
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Anadarko Petroleum Corporation. |
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Securities offered |
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$750,000,000 aggregate principal amount of 6.200% senior
notes due 2040. |
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Maturity date |
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March 15, 2040. |
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Interest payment dates |
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We will pay interest on the notes on March 15 and
September 15 of each year, beginning on September 15,
2010. |
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Ranking |
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The notes: |
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Ø are
unsecured;
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Ø rank
equally with all of our existing and future senior indebtedness;
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Ø are
senior to our future subordinated indebtedness, if any; and
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Ø are
effectively junior to our future secured indebtedness, if any,
and are structurally junior to all existing and future
indebtedness and other liabilities of our subsidiaries. As of
December 31, 2009, our subsidiaries had outstanding
approximately $6.1 billion of indebtedness, excluding
intercompany indebtedness.
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Sinking fund |
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None. |
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Optional redemption |
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We may redeem, at our option, all or part of the notes at any
time, at a make-whole redemption price plus accrued and unpaid
interest to the date of redemption. See Description of the
Notes. |
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Covenants |
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We will issue the notes under an indenture containing covenants
for your benefit. These covenants restrict our ability to take
certain actions, including, but not limited to, the creation of
liens securing debt. See Description of Debt
SecuritiesLimitations on Liens in the accompanying
prospectus. |
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Use of proceeds |
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We expect to use the net proceeds from this offering to fund the
tender offers. See Use of Proceeds. |
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Absence of public markets for the notes |
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There is no existing market for the notes. We cannot provide any
assurance about: |
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Ø the
liquidity of any markets that may develop for the notes;
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Ø your
ability to sell your notes; or
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Ø the
prices at which you will be able to sell your notes.
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Future trading prices of the notes will depend on many factors,
including: |
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Ø prevailing
interest rates;
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Ø our
operating results;
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S-3
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Ø ratings
of the notes; and
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Ø the
market for similar securities.
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Certain of the underwriters have advised us that they currently
intend to make a market in the notes after completion of the
offering. However, the underwriters do not have any obligation
to do so, and they may discontinue any market-making activities
at any time without any notice. We do not intend to apply for
listing of the notes on any securities exchange or for quotation
of the notes in any automated dealer quotation system. |
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Risk factors |
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See Risk Factors beginning at
page S-5
of this prospectus supplement and Risk Factors in
our Annual Report on
Form 10-K
for the year ended December 31, 2009 for a discussion of
the risk factors you should carefully consider before deciding
to invest in the notes. |
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Governing law |
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The notes will be and the indenture is governed by New York law. |
S-4
Risk factors
An investment in the notes involves risks. You
should consider carefully the risk factors included below and
under the caption Risk Factors on page 5 of the
accompanying prospectus, as well as those discussed under the
caption Risk Factors in our Annual Report on
Form 10-K
for the year ended December 31, 2009, together with all of
the other information included in, or incorporated by reference
into, this prospectus supplement, when evaluating an investment
in the notes.
RISKS RELATING TO
THE NOTES
We may not be
able to generate enough cash flow to meet our debt
obligations.
We expect our earnings and cash flow to vary significantly from
year to year due to the nature of our industry. As a result, the
amount of debt that we can manage in some periods may not be
appropriate for us in other periods. Additionally, our future
cash flow may be insufficient to meet our debt obligations and
other commitments, including our obligations under the notes.
Any insufficiency could negatively impact our business. A range
of economic, competitive, business and industry factors will
affect our future financial performance, and, as a result, our
ability to generate cash flow from operations and to pay our
debt, including our obligations under the notes. Many of these
factors, such as oil and gas prices, economic and financial
conditions in our industry and the global economy or competitive
initiatives of our competitors, are beyond our control. If we do
not generate enough cash flow from operations to satisfy our
debt obligations, we may have to undertake alternative financing
plans, such as:
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refinancing or restructuring our debt;
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selling assets;
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reducing or delaying capital investments; or
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seeking to raise additional capital.
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However, we cannot assure you that undertaking alternative
financing plans or our ability to obtain alternative financing,
if necessary, would allow us to meet our debt obligations. Our
inability to generate sufficient cash flow to satisfy our debt
obligations, including our obligations under the notes, or to
obtain alternative financing, could materially and adversely
affect our business, financial condition, results of operations
and prospects.
Because a
significant portion of our operations is conducted through our
subsidiaries, our ability to service our debt is largely
dependent on our receipt of distributions or other payments from
our subsidiaries.
A significant portion of our operations is conducted through our
subsidiaries. As a result, our ability to service our debt is
largely dependent on the earnings of our subsidiaries and the
payment of those earnings to us in the form of dividends, loans
or advances and through repayment of loans or advances from us.
Payments to us by our subsidiaries will be contingent upon our
subsidiaries earnings and other business considerations
and may be subject to statutory or contractual restrictions. In
addition, there may be significant tax and other legal
restrictions on the ability of our
non-U.S. subsidiaries
to remit money to us.
The claims of
creditors of our subsidiaries will be structurally senior to
claims of holders of the notes.
Our subsidiaries are separate and distinct legal entities. Our
right to receive any assets of any of our subsidiaries upon the
insolvency, liquidation or reorganization of any of our
subsidiaries, and therefore
S-5
Risk
factors
the right of the holders of the notes to participate in those
assets, will be structurally subordinated to the claims of that
subsidiarys creditors. In addition, even if we are a
creditor of any of our subsidiaries, our rights as a creditor
would be subordinated to any security interest in the assets of
our subsidiaries and any indebtedness of our subsidiaries would
be senior to that held by us. As of December 31, 2009, our
subsidiaries had outstanding approximately $6.1 billion of
indebtedness, excluding intercompany indebtedness.
The notes will be
effectively subordinated to all of our future secured
debt.
The notes will not be secured by any of our property or assets.
Thus, by owning a debt security, holders of the notes offered by
this prospectus supplement will be our unsecured creditors. The
indenture governing the notes described in this prospectus
supplement and the accompanying prospectus will, subject to some
limitations, permit us to incur secured indebtedness and the
notes will be effectively subordinated to any future secured
indebtedness we may incur to the extent of the value of the
collateral securing such indebtedness. As of December 31,
2009, we had no outstanding secured indebtedness. The notes will
rank equally with all of our other senior debt, of which we had
approximately $8.8 billion outstanding as of
December 31, 2009.
Active trading
markets for the notes may not develop, which could make it more
difficult for holders of the notes to sell their notes and/or
result in a lower price at which holders would be able to sell
their notes.
There is currently no established trading market for the notes,
and the notes will not be listed on any exchange or quoted on
any automated dealer quotation system. There can be no assurance
as to the liquidity of any markets that may develop for the
notes, the ability of the holders of the notes to sell their
notes or the prices at which such holders would be able to sell
their notes. If such markets were to exist, the notes could
trade at prices that may be lower than the initial market values
of the notes depending on many factors, including prevailing
interest rates and our business performance. Certain of the
underwriters have advised us that they currently intend to make
a market in the notes after the consummation of this offering,
as permitted by applicable laws and regulations. However, none
of the underwriters is obligated to do so, and any market-making
with respect to the notes may be discontinued at any time
without notice. See Underwriting.
S-6
Use of proceeds
We expect to receive net proceeds from this offering of
approximately $736.7 million, after deducting the
underwriting discounts and estimated offering expenses. We
expect to use the net proceeds from this offering to fund a
portion of the amount required to consummate the tender offers.
This offering, however, is not conditioned upon the completion
of the tender offers.
In the event no notes are tendered in the tender offers or the
tender offers are not consummated, we will use the net proceeds
from this offering for general corporate purposes, which may
include the repayment or repurchase of certain of our
outstanding indebtedness.
We cannot assure you that we will be successful in consummating
our tender offers, which are conditioned upon, among other
things, the consummation of this offering. Pending application
of the net proceeds as described above, we may initially invest
the net proceeds in short-term investments.
S-7
Capitalization
The following table sets forth our capitalization as of
December 31, 2009:
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on a consolidated historical basis; and
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on an as adjusted basis to give effect to (i) the
completion of this offering and (ii) our application of the
estimated proceeds from this offering in the manner described in
Use of Proceeds and assuming that the total
consideration paid in the tender offers is $1 billion.
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As of
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December 31,
2009
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As
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Historical
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Adjusted
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(unaudited)
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(millions of
dollars)
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Cash and cash equivalents
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$
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3,531
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$
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3,268
|
|
|
|
|
|
|
|
|
|
|
Short-term debt:
|
|
|
|
|
|
|
|
|
Current maturities of long-term debt
|
|
$
|
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Total short-term debt
|
|
|
|
|
|
|
|
|
Long-term debt, less current portion:
|
|
|
|
|
|
|
|
|
Historical long-term debt
|
|
|
12,748
|
|
|
|
11,748
|
|
Notes offered hereby
|
|
|
|
|
|
|
745
|
|
|
|
|
|
|
|
|
|
|
Total long-term debt, less current portion
|
|
|
12,748
|
|
|
|
12,493
|
|
|
|
|
|
|
|
|
|
|
Total debt
|
|
$
|
12,748
|
|
|
$
|
12,493
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity:
|
|
|
|
|
|
|
|
|
Common stock, par value $0.10 per share (1.0 billion shares
authorized, 505.0 million shares issued)
|
|
|
50
|
|
|
|
50
|
|
Paid-in capital
|
|
|
7,243
|
|
|
|
7,243
|
|
Retained earnings
|
|
|
13,868
|
|
|
|
13,868
|
|
Treasury stock (12.4 million shares)
|
|
|
(721
|
)
|
|
|
(721
|
)
|
Accumulated other comprehensive income (loss)
|
|
|
(512
|
)
|
|
|
(512
|
)
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
$
|
19,928
|
|
|
$
|
19,928
|
|
Noncontrolling interests
|
|
|
487
|
|
|
|
487
|
|
Total equity
|
|
$
|
20,415
|
|
|
$
|
20,415
|
|
|
|
|
|
|
|
|
|
|
Total capitalization
|
|
$
|
33,163
|
|
|
$
|
32,908
|
|
|
|
|
|
|
|
|
|
|
S-8
Ratio of earnings to
fixed charges
The following table sets forth our ratio of earnings to fixed
charges for the periods indicated on a consolidated historical
basis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended
December 31,
|
|
2009(1)
|
|
|
2008
|
|
|
2007
|
|
|
2006
|
|
|
2005
|
|
|
|
|
|
.72x
|
|
|
|
4.81x
|
|
|
|
4.66x
|
|
|
|
5.24x
|
|
|
|
12.50x
|
|
|
|
|
(1) |
|
As a result of our net loss in 2009, our earnings did not
cover fixed charges by $299 million. No preferred dividends
were recorded in 2009. |
For purposes of computing the ratio of earnings to fixed
charges, earnings are defined as:
|
|
Ø
|
income from continuing operations before income taxes and equity
method earnings of affiliates; plus
|
|
Ø
|
fixed charges and distributed income of equity investees.
|
Fixed charges are defined as the sum of the following:
|
|
Ø
|
interest expense (including amounts capitalized);
|
|
Ø
|
amortization of debt discount and issuance cost (expensed and
capitalized); and
|
|
Ø
|
that portion of rental expense which we believe to be
representative of an interest factor.
|
S-9
Description of the
notes
Please note that in this section entitled Description
of the Notes, references to Anadarko Petroleum
Corporation, we, our and
us mean only Anadarko Petroleum Corporation and do
not include its consolidated subsidiaries. Also, in this
section, holders means The Depository
Trust Company, or DTC, or its nominee and not the indirect
owners who own beneficial interests in the notes through
participants in DTC or its nominee. Please review the special
considerations that apply to indirect owners in the accompanying
prospectus, under Description of Debt SecuritiesForm
of Debt Securities.
We are offering our 6.200% Senior Notes due 2040 pursuant
to this prospectus supplement. The notes will be issued under
that certain Indenture, dated as of September 19, 2006,
which we refer to as our indenture, by and between us and The
Bank of New York Mellon Trust Company, N.A., as the
trustee. As of December 31, 2009, there are eight other
series of senior notes outstanding under the indenture
aggregating $7.9 billion in principal amount, including
$2.4 billion in aggregate principal amount of Zero Coupon
Notes due 2036 having an accreted value of $0.6 billion.
This prospectus supplement summarizes specific financial and
other terms that will apply to the notes; terms that apply
generally to all of our debt securities are described in
Description of Debt Securities in the accompanying
prospectus. The terms described here supplement those described
in the accompanying prospectus and, if the terms described here
are inconsistent with those described there, the terms described
here are controlling.
TERMS OF THE
NOTES
In addition to the terms specified in our indenture, the notes
we are offering will have the following terms:
|
|
Ø
|
Title of the notes: 6.200% Senior Notes
due 2040.
|
|
Ø
|
Total principal amount being
issued: $750,000,000.
|
|
Ø
|
Maturity date for principal: March 15,
2040.
|
|
Ø
|
Interest: 6.200% per annum.
|
|
Ø
|
Issuer of the notes: Anadarko Petroleum
Corporation.
|
|
Ø
|
Issue date: March 16, 2010.
|
|
Ø
|
Date interest starts accruing: March 16,
2010.
|
|
Ø
|
Denomination: $2,000 and integral multiples of
$1,000 in excess of $2,000.
|
|
Ø
|
Defeasance: The notes are subject to
defeasance and covenant defeasance by us, subject to the terms
described in the accompanying prospectus.
|
|
Ø
|
Repayment at the option of holder: None.
|
|
Ø
|
Interest payment dates: every March 15
and September 15 of each year.
|
|
Ø
|
First due date for interest:
September 15, 2010.
|
|
Ø
|
Regular record dates for interest: every
March 1 and September 1.
|
|
Ø
|
Day count: 30/360; we will calculate accrued
interest on the basis of a
360-day year
of twelve
30-day
months.
|
|
Ø
|
Business day: Any day that is not a Saturday
or Sunday, and that is not a day on which banking institutions
are authorized or obligated by law or executive order to close
in New York, New York. If an interest payment date or a
redemption date occurs on a date that is not a business day,
payment will be made on the next business day and no additional
interest will accrue.
|
S-10
Description of
the notes
|
|
Ø |
Optional redemption: We will have the option
to redeem the notes upon 30 to 60 days prior notice, in
whole or in part, at any time, at a redemption price equal to
the greater of (1) 100% of the principal amount of the
notes to be redeemed or (2) as determined by the quotation
agent described below under Make Whole Calculation,
plus, in each case, accrued interest on the notes to be redeemed
to the date on which the notes are to be redeemed.
|
MAKE WHOLE
CALCULATION
The quotation agent will determine the sum of the present values
of the remaining scheduled payments of principal and interest on
the notes, not including any portion of these payments of
interest accrued as of the date on which the notes are to be
redeemed, discounted to the date on which the notes are to be
redeemed on a semi-annual basis assuming a
360-day year
consisting of twelve
30-day
months, at the adjusted treasury rate described below plus
25 basis points.
The quotation agent will utilize the following procedures to
calculate the adjusted treasury rate. We will appoint UBS
Securities LLC or its successor and two or more other primary
U.S. Government securities dealers in the United States as
reference dealers, and we will appoint UBS Securities LLC or its
successor to act as our quotation agent. If UBS Securities LLC
or its successor is no longer a primary U.S. Government
securities dealer, we will substitute another primary
U.S. Government securities dealer in its place as a
reference dealer
and/or as
quotation agent. The trustee will act as calculation agent.
The quotation agent will select a United States Treasury
security which has a maturity comparable to the remaining
maturity of the notes to be redeemed which would be used in
accordance with customary financial practice to price new issues
of corporate debt securities with a maturity comparable to the
remaining maturity of such notes. The reference dealers will
provide the quotation agent, the calculation agent and the
trustee with the bid and ask prices for that comparable United
States Treasury security as of 5:00 p.m. on the third
business day before the redemption date. The calculation agent
will calculate the average of the bid and ask prices provided by
each reference dealer, eliminate the highest and the lowest
reference dealer quotations and then calculate the average of
the remaining reference dealer quotations. However, if the
calculation agent obtains fewer than three reference dealer
quotations, it will calculate the average of all the reference
dealer quotations and not eliminate any quotations. We call this
average quotation the comparable treasury price. The adjusted
treasury rate will be the semi-annual equivalent yield to
maturity of a security whose price, expressed as a percentage of
its principal amount, is equal to the comparable treasury price.
ADDITIONAL
INFORMATION ABOUT THE NOTES
Ranking
The notes:
|
|
Ø
|
are unsecured;
|
|
Ø
|
rank equally with all of our existing and future senior
indebtedness;
|
|
Ø
|
are senior to our subordinated indebtedness, if any; and
|
|
Ø
|
are effectively junior to our future secured indebtedness, if
any, and to all existing and future indebtedness and other
liabilities of our subsidiaries. As of December 31, 2009,
our subsidiaries had outstanding approximately $6.1 billion
of indebtedness, excluding intercompany indebtedness.
|
Book-entry
notes
We will issue the notes only in book-entry formi.e., as
global notes registered in the name of DTC, New York, New York,
or its nominee. The sale of the notes will settle in immediately
available funds through DTC. You will not be permitted to
withdraw the notes from DTC except in the limited
S-11
Description of
the notes
situations described in the accompanying prospectus under
Description of Debt SecuritiesForm of Debt
Securities.
Investors may hold interests in a global note through
organizations that participate, directly or indirectly, in the
DTC system, including Clearstream Banking S.A. and Euroclear
Bank S.A./N.V., as operator of the Euroclear System. See
Description of Debt SecuritiesForm of Debt
Securities in the accompanying prospectus for additional
information about indirect ownership of interests in the notes.
S-12
Material United
States federal income tax considerations
The following general discussion summarizes the material
U.S. federal income tax considerations of the ownership and
disposition of the notes by holders who purchase notes for cash
at their original issuance at their issue price
(i.e. the first price at which a substantial amount of the notes
is sold to the public, excluding sales to bond houses, brokers,
or similar persons or organizations acting in the capacity of
underwriters or wholesalers). This discussion is based upon the
Internal Revenue Code of 1986, or the Code, regulations of the
Treasury Department, Internal Revenue Service, or the IRS,
rulings and pronouncements, and judicial decisions now in
effect, all of which are subject to change (possibly on a
retroactive basis). We have not and will not seek any rulings or
opinions from the IRS regarding the matters discussed below.
There can be no assurance that the IRS will not take positions
concerning the tax consequences of the purchase, ownership or
disposition of the notes which are different from those
discussed below.
This discussion is a summary for general information only and
does not consider all aspects of U.S. federal income
taxation that may be relevant to the purchase, ownership and
disposition of the notes. In addition, this discussion is
limited to the U.S. federal income tax consequences to
initial holders that purchase notes for cash, at their original
issue price, pursuant to this offering and who hold the notes as
capital assets (generally, property held for investment). It
does not describe any tax consequences arising out of the tax
laws of any state, local or foreign jurisdiction, any estate or
gift tax consequences, or the U.S. federal income tax
consequences to investors subject to special treatment under the
U.S. federal income tax laws, such as:
|
|
Ø
|
dealers in securities or foreign currency;
|
|
Ø
|
tax-exempt entities;
|
|
Ø
|
banks;
|
|
Ø
|
thrifts;
|
|
Ø
|
regulated investment companies;
|
|
Ø
|
real estate investment trusts;
|
|
Ø
|
traders in securities that have elected the
mark-to-market
method of accounting for their securities;
|
|
Ø
|
insurance companies;
|
|
Ø
|
persons that hold notes as part of a straddle, a
hedge or a conversion transaction or
other risk reduction transaction;
|
|
Ø
|
persons liable for alternative minimum tax;
|
|
Ø
|
expatriates;
|
|
Ø
|
U.S. holders (defined below) that have a functional
currency other than the U.S. dollar;
|
|
Ø
|
pass-through entities (e.g., partnerships) or investors who hold
the notes through pass-through entities;
|
|
Ø
|
passive foreign investment companies; and
|
|
Ø
|
controlled foreign corporations.
|
If a partnership, including any entity or arrangement that is
treated as a partnership for U.S. federal income tax
purposes, is a beneficial owner of notes, the treatment of a
partner in the partnership will generally depend on the status
of the partner and the activities of the partnership. If you are
a partner in a partnership that is considering purchasing notes,
you should consult with your tax advisor.
IF YOU ARE CONSIDERING BUYING NOTES, WE URGE YOU TO PLEASE
CONSULT YOUR TAX ADVISOR ABOUT THE PARTICULAR U.S. FEDERAL,
STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE PURCHASE,
OWNERSHIP AND DISPOSITION OF THE NOTES, AND THE APPLICATION OF
THE U.S. FEDERAL INCOME TAX LAWS TO YOUR PARTICULAR
SITUATION.
S-13
Material United
States federal income tax considerations
U.S.
HOLDERS
A U.S. holder is a beneficial owner of a note
that, for U.S. federal income tax purposes, is:
|
|
Ø
|
an individual who is a citizen or resident of the United States;
|
|
Ø
|
a corporation, or other entity taxable as a corporation, that
was created or organized in or under the laws of the United
States, any state thereof or the District of Columbia;
|
|
Ø
|
an estate if its income is subject to U.S. federal income
taxation, regardless of its source; or
|
|
Ø
|
a trust if a U.S. court is able to exercise primary
supervision over administration of the trust and one or more
United States persons have authority to control all substantial
decisions of the trust, or if a trust has validly elected to
continue to be treated as a domestic trust.
|
Taxation of
interest
Interest on the notes is generally taxable to you as ordinary
income:
|
|
Ø
|
when it accrues, if you use the accrual method of accounting for
U.S. federal income tax purposes; or
|
|
Ø
|
when you receive it, if you use the cash method of accounting
for U.S. federal income tax purposes.
|
Certain debt instruments that provide for one or more contingent
payments are subject to Treasury regulations governing
contingent payment debt instruments. A payment is not treated as
a contingent payment under these regulations if, as of the issue
date of the debt instrument, the likelihood that such payment
will be made is remote. In certain circumstances (see, the
discussion of Optional redemption under
Description of the NotesTerms of the Notes),
we may pay amounts on the notes that are in excess of the stated
interest or principal of the notes. We intend to take the
position that the possibility that any such payment will be made
is remote so that such possibility will not cause the notes to
be treated as contingent payment debt instruments. Our
determination that these contingencies are remote is binding on
you unless you disclose your contrary position to the IRS in the
manner that is required by applicable Treasury regulations. Our
determination is not, however, binding on the IRS. It is
possible that the IRS might take a different position from that
described above, in which case the timing, character and amount
of taxable income in respect of the notes may be different from
that described herein.
Sale or other
disposition of notes
You generally must recognize taxable gain or loss on the sale,
exchange, redemption, retirement or other taxable disposition of
a note. The amount of your gain or loss equals the difference
between the sum of the amount of cash plus the fair market value
of all other property you receive for the note (to the extent
such amount does not represent accrued but unpaid interest,
which will be treated as such), minus your adjusted tax basis in
the note. Your initial tax basis in a note generally is the
price you paid for the note. Any such gain or loss on a taxable
disposition of a note will generally constitute capital gain or
loss. This capital gain or loss will be long-term capital gain
or loss if at the time of the sale or other taxable disposition
you have held the notes for more than one year. The
deductibility of capital losses is subject to limitations.
Information
reporting and backup withholding
Information reporting may apply to payments of interest on, or
the proceeds of the sale or other disposition of, notes held by
you, and backup withholding generally will apply unless you are
an exempt recipient (such as a corporation) or you provide us or
the appropriate intermediary with a taxpayer identification
number, certified under penalties of perjury, and comply with
certain certification procedures. U.S. backup withholding
tax is not an additional tax. Any amount withheld under the
backup withholding rules is allowable as a credit against your
U.S. federal income tax liability, if any, and a refund may be
obtained if the amounts withheld exceed your actual
U.S. federal income tax liability and you provide the
required information or appropriate claim form to the IRS.
S-14
Material United
States federal income tax considerations
NON-U.S.
HOLDERS
You are a
non-U.S. holder
for purposes of this discussion if you are a beneficial owner of
notes and are for U.S. federal income tax purposes an
individual, corporation, estate or trust that is not a
U.S. holder.
Income and Withholding Tax on Payments on the Notes
Subject to the discussion of backup withholding below, you will
generally not be subject to U.S. federal income or
withholding tax on payments of interest on a note, provided that:
|
|
|
|
-
|
an actual or constructive owner of 10% or more of the total
voting power of all our voting stock; or
|
|
|
-
|
a controlled foreign corporation related (directly or
indirectly) to us through stock ownership;
|
|
|
Ø
|
such interest payments are not effectively connected with the
conduct by you of a trade or business within the United States;
and
|
|
Ø
|
we or our paying agent receives:
|
|
|
|
|
-
|
from you, a properly completed
Form W-8BEN
(or substitute
Form W-8BEN
or the appropriate successor form) signed under penalties of
perjury, which provides your name and address and certifies that
you are a
non-U.S. holder;
or
|
|
|
-
|
from a security clearing organization, bank or other financial
institution that holds the notes in the ordinary course of its
trade or business (a financial institution) on your
behalf, certification under penalties of perjury that such a
Form W-8BEN
(or substitute
Form W-8BEN
or the appropriate successor form) has been received by it, or
by another such financial institution, from you, and a copy of
the Form
W-8BEN (or
substitute
Form W-8BEN
or the appropriate successor form) must be attached to such
certification.
|
Special rules may apply to holders who hold notes through
qualified intermediaries within the meaning of
U.S. federal income tax laws.
If interest on a note is effectively connected with your conduct
of a trade or business in the United States (and, if you are
entitled to benefits under an applicable tax treaty, such
interest is attributable to a permanent establishment or a fixed
base maintained by you in the United States), then such income
generally will be subject to U.S. federal income tax on a
net basis at the rates applicable to U.S. persons generally
(and, if you are a corporate holder, such income may also be
subject to a 30% branch profits tax or such lower rate as may be
available under an applicable income tax treaty). If interest is
subject to U.S. federal income tax on a net basis in
accordance with the rules described in the preceding sentence,
payments of such interest will not be subject to
U.S. withholding tax so long as you provide us or our
paying agent with a properly completed
Form W-8ECI,
signed under penalties of perjury.
A
non-U.S. holder
that does not qualify for exemption from withholding under the
preceding paragraphs generally will be subject to withholding of
U.S. federal income tax at the rate of 30% (or lower
applicable treaty rate) on payments of interest on the notes.
NON-U.S. HOLDERS
SHOULD CONSULT THEIR TAX ADVISORS ABOUT ANY APPLICABLE INCOME
TAX TREATIES, WHICH MAY PROVIDE FOR AN EXEMPTION FROM OR A
LOWER RATE OF WITHHOLDING TAX, EXEMPTION FROM OR REDUCTION
OF BRANCH PROFITS TAX, OR OTHER RULES DIFFERENT FROM THOSE
DESCRIBED ABOVE.
S-15
Material United
States federal income tax considerations
Sale or Other
Disposition of Notes
Subject to the discussion of backup withholding below, any gain
realized by you on the sale, exchange, redemption, retirement or
other disposition of a note generally will not be subject to
U.S. federal income or withholding tax, unless:
|
|
Ø
|
such gain is effectively connected with your conduct of a trade
or business in the United States (and, if you are entitled to
benefits under an applicable tax treaty, such gain is
attributable to a permanent establishment or a fixed base
maintained by you in the United States);
|
|
Ø
|
in the case of an amount which is attributable to interest, you
do not meet the conditions for exemption from U.S. federal
income or withholding tax, as described above; or
|
|
Ø
|
you are an individual who is present in the United States for
183 days or more in the taxable year of the disposition and
certain other conditions are satisfied.
|
If the first bullet point applies, you generally will be subject
to U.S. federal income tax with respect to such gain in the
same manner as U.S. holders, as described above, unless an
applicable income tax treaty provides otherwise. In addition, if
you are a corporation, you may also be subject to the branch
profits tax described above. If the third bullet point applies,
you generally will be subject to U.S. federal income tax at
a rate of 30% (or at a reduced rate under an applicable income
tax treaty) on the amount by which your capital gains from
U.S. sources exceed capital losses allocable to
U.S. sources.
INFORMATION
REPORTING AND BACKUP WITHHOLDING
Payments to you of interest on a note, and amounts withheld from
such payments, if any, generally will be required to be reported
to the IRS and to you. U.S. backup withholding tax
generally will not apply to payments of interest and principal
on a note if you duly provide a certification as to your foreign
status, or you otherwise establish an exemption, provided that
we do not have actual knowledge or reason to know that you are a
United States person.
Payment of the proceeds on the sale or other disposition of a
note by you within the United States or conducted through
certain U.S. intermediaries generally will not be subject
to information reporting requirements and backup withholding
provided you properly certify under penalties of perjury as to
your foreign status and certain other conditions are met, or you
otherwise establish an exemption.
Any amount withheld under the backup withholding rules may be
credited against your U.S. federal income tax liability and
any excess may be refundable if the proper information is
provided to the IRS. U.S. backup withholding tax is not an
additional tax.
RECENT
LEGISLATIVE DEVELOPMENTS
The U.S. House of Representatives and the U.S. Senate
have each passed a bill that, if enacted in its current form,
would (unless a grandfather rule were to apply) substantially
revise some of the rules discussed above, including with respect
to certification requirements and information reporting. In the
event of non-compliance with the revised certification
requirements, withholding tax could be imposed on payments to
persons that own notes through foreign accounts or foreign
intermediaries of interest or gross sales proceeds (including a
retirement or redemption). It cannot be predicted whether, or in
what form, this bill will be enacted. Prospective investors
should consult their tax advisors regarding this bill and other
proposals made by the Obama administration and members of
Congress.
THE PRECEDING DISCUSSION OF CERTAIN U.S. FEDERAL INCOME
TAX CONSIDERATIONS IS FOR GENERAL INFORMATION ONLY AND IS NOT
TAX ADVICE. EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX
ADVISOR REGARDING THE PARTICULAR FEDERAL, STATE, LOCAL AND
FOREIGN TAX CONSEQUENCES OF PURCHASING, HOLDING, AND DISPOSING
OF OUR NOTES, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE
IN APPLICABLE LAWS.
S-16
Underwriting
Subject to the terms and conditions set forth in the
underwriting agreement among us and the underwriters, we have
agreed to sell to each underwriter, and each underwriter has
severally agreed to purchase from us, the principal amount of
the notes that appears opposite its name in the table below:
|
|
|
|
|
|
|
Principal
|
|
|
|
amount of
|
|
Underwriter
|
|
notes
|
|
|
|
|
UBS Securities LLC
|
|
$
|
127,500,000
|
|
Goldman, Sachs & Co.
|
|
|
127,500,000
|
|
Citigroup Global Markets Inc.
|
|
|
125,625,000
|
|
Credit Suisse Securities (USA) LLC
|
|
|
125,625,000
|
|
Deutsche Bank Securities Inc.
|
|
|
43,125,000
|
|
Morgan Stanley & Co. Incorporated
|
|
|
43,125,000
|
|
BNP Paribas Securities Corp.
|
|
|
26,250,000
|
|
DnB NOR Markets, Inc.
|
|
|
26,250,000
|
|
J.P. Morgan Securities Inc.
|
|
|
26,250,000
|
|
Mitsubishi UFJ Securities (USA), Inc.
|
|
|
26,250,000
|
|
RBS Securities Inc.
|
|
|
26,250,000
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SG Americas Securities, LLC
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26,250,000
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Total
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$
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750,000,000
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The obligations of the underwriters under the underwriting
agreement, including their agreement to purchase notes from us,
are several and not joint. Those obligations are also subject to
various conditions in the underwriting agreement being
satisfied. The underwriters have agreed to purchase all of the
notes if any of them are purchased.
The underwriters initially propose to offer the notes to the
public at the public offering price that appears on the cover of
this prospectus supplement. The underwriters may offer the notes
to selected dealers at the public offering price minus a
concession of up to 0.200% of the principal amount of the notes.
In addition, the underwriters may allow, and those selected
dealers may reallow, a concession of up to 0.250% of the
principal amount of the notes to certain other dealers. After
the initial offering, the underwriters may change the public
offering prices and any other selling terms.
In the underwriting agreement, we have agreed that:
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Ø
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We will pay our own expenses related to the offering, which we
estimate to be approximately $1.3 million.
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Ø
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We will indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933, as
amended, or contribute to payments that the underwriters may be
required to make in respect of those liabilities.
|
The notes are new issues of securities with no established
trading markets. We do not intend to apply for the notes to be
listed on any securities exchange or to arrange for the notes to
be quoted on any automated dealer quotation system. Certain of
the underwriters have advised us that they intend to make a
market in the notes. However, they are not obligated to do so
and they may discontinue any market-making at any time in their
sole discretion. Therefore, we cannot assure you that a liquid
trading market will develop for the notes, that you will be able
to sell your notes at a particular time or that the prices that
you receive when you sell will be favorable.
In connection with the offering, the underwriters may engage in
over-allotment, stabilizing transactions and syndicate covering
transactions. Over-allotment involves sales in excess of the
offering size, which
S-17
Underwriting
creates a short position for the underwriters. Stabilizing
transactions involve bids to purchase the notes in the open
market for the purpose of pegging, fixing or maintaining the
prices of the notes. Syndicate covering transactions involve
purchases of the notes in the open market after the distribution
has been completed in order to cover short positions.
Stabilizing transactions and syndicate covering transactions may
cause the prices of the notes to be higher than they would
otherwise be in the absence of those transactions. If the
underwriters engage in stabilizing or syndicate covering
transactions, they may discontinue them at any time.
We expect delivery of the notes will be made against payment
therefor on or about March 16, 2010, which is the fifth
business day following the date of pricing of the notes (such
settlement being referred to as T+5). Under
Rule 15c6-1
of the Securities Exchange Act of 1934, trades in the secondary
market generally are required to settle in three business days
unless the parties to any such trade expressly agree otherwise.
Accordingly, purchasers who wish to trade the notes on the date
of pricing of the notes or during the next succeeding business
day will be required, by virtue of the fact that the notes
initially will settle in T+5, to specify an alternate settlement
cycle at the time of any such trade to prevent failed settlement
and should consult their own advisers.
The underwriters and their respective affiliates are full
service financial institutions engaged in various activities,
including securities trading, commercial and investment banking,
financial advisory, investment management, principal investment,
hedging, financing and brokerage activities. Certain of the
underwriters and their respective affiliates have, from time to
time, performed, and may in the future perform, various
financial advisory and investment banking services for the
issuer, for which they received or will receive customary fees
and expenses.
In the ordinary course of their various business activities, the
underwriters and their respective affiliates may make or hold a
broad array of investments and actively trade debt and equity
securities (or related derivative securities) and financial
instruments (including bank loans) for their own account and for
the accounts of their customers and may at any time hold long
and short positions in such securities and instruments. Such
investment and securities activities may involve securities and
instruments of the issuer.
In addition, Deutsche Bank Securities Inc., Morgan Stanley
& Co. Incorporated, Goldman, Sachs & Co. and UBS
Securities LLC are serving as Dealer Managers in the tender
offers.
EUROPEAN ECONOMIC
AREA
In relation to each Member State of the European Economic Area
(the E.U. plus Iceland, Norway, and Liechtenstein) which has
implemented the Prospectus Directive (each, a Relevant Member
State), each underwriter has represented and agreed that with
effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State (the
Relevant Implementation Date) it has not made and will not make
an offer of notes to the public in that Relevant Member State
prior to the publication of a prospectus in relation to the
notes which has been approved by the competent authority in that
Relevant Member State or, where appropriate, approved in another
Relevant Member State and notified to the competent authority in
that Relevant Member State, all in accordance with the
Prospectus Directive, except that it may, with effect from and
including the Relevant Implementation Date, make an offer of
notes to the public in that Relevant Member State at any time:
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Ø
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to legal entities which are authorised or regulated to operate
in the financial markets or, if not so authorised or regulated,
whose corporate purpose is solely to invest in securities;
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|
to any legal entity which has two or more of (1) an average
of at least 250 employees during the last financial year;
(2) a total balance sheet of more than 43,000,000 and
(3) an annual net turnover of more than 50,000,000,
as shown in its last annual or consolidated accounts;
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S-18
Underwriting
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Ø
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to fewer than 100 natural or legal persons (other than qualified
investors as defined in the Prospectus Directive) subject to
obtaining the prior consent of the representatives for any such
offer; or
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Ø
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in any other circumstances which do not require the publication
by the issuer of a prospectus pursuant to Article 3 of the
Prospectus Directive.
|
For the purposes of this provision, the expression an
offer of notes to the public in relation to any
notes in any Relevant Member State means the communication in
any form and by any means of sufficient information on the terms
of the offer and the notes to be offered so as to enable an
investor to decide to purchase or subscribe the notes, as the
same may be varied in that Member State by any measure
implementing the Prospectus Directive in that Member State and
the expression Prospectus Directive means Directive 2003/71/EC
and includes any relevant implementing measure in each Relevant
Member State.
UNITED
KINGDOM
Each underwriter has represented and agreed that:
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Ø
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it has only communicated or caused to be communicated and will
only communicate or cause to be communicated an invitation or
inducement to engage in investment activity (within the meaning
of Section 21 of the FSMA) received by it in connection
with the issue or sale of the notes in circumstances in which
Section 21(1) of the FSMA does not apply to the issuer; and
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Ø
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it has complied and will comply with all applicable provisions
of the FSMA with respect to anything done by it in relation to
the notes in, from or otherwise involving the United Kingdom.
|
HONG
KONG
The notes may not be offered or sold by means of any document
other than (i) in circumstances which do not constitute an
offer to the public within the meaning of the Companies
Ordinance (Cap.32, Laws of Hong Kong), or (ii) to
professional investors within the meaning of the
Securities and Futures Ordinance (Cap.571, Laws of Hong Kong)
and any rules made thereunder, or (iii) in other
circumstances which do not result in the document being a
prospectus within the meaning of the Companies
Ordinance (Cap.32, Laws of Hong Kong), and no advertisement,
invitation or document relating to the notes may be issued or
may be in the possession of any person for the purpose of issue
(in each case whether in Hong Kong or elsewhere), which is
directed at, or the contents of which are likely to be accessed
or read by, the public in Hong Kong (except if permitted to do
so under the laws of Hong Kong) other than with respect to notes
which are or are intended to be disposed of only to persons
outside Hong Kong or only to professional investors
within the meaning of the Securities and Futures Ordinance (Cap.
571, Laws of Hong Kong) and any rules made thereunder.
JAPAN
The securities have not been and will not be registered under
the Financial Instruments and Exchange Law of Japan (the
Financial Instruments and Exchange Law) and each underwriter has
agreed that it will not offer or sell any securities, directly
or indirectly, in Japan or to, or for the benefit of, any
resident of Japan (which term as used herein means any person
resident in Japan, including any corporation or other entity
organized under the laws of Japan), or to others for re-offering
or resale, directly or indirectly, in Japan or to a resident of
Japan, except pursuant to an exemption from the registration
requirements of, and otherwise in compliance with, the Financial
Instruments and Exchange Law and any other applicable laws,
regulations and ministerial guidelines of Japan.
S-19
Underwriting
SINGAPORE
This prospectus has not been registered as a prospectus with the
Monetary Authority of Singapore. Accordingly, this prospectus
and any other document or material in connection with the offer
or sale, or invitation for subscription or purchase, of the
notes may not be circulated or distributed, nor may the notes be
offered or sold, or be made the subject of an invitation for
subscription or purchase, whether directly or indirectly, to
persons in Singapore other than (i) to an institutional
investor under Section 274 of the Securities and Futures
Act, Chapter 289 of Singapore (the SFA),
(ii) to a relevant person, or any person pursuant to
Section 275(1A), and in accordance with the conditions,
specified in Section 275 of the SFA or (iii) otherwise
pursuant to, and in accordance with the conditions of, any other
applicable provision of the SFA.
Where the notes are subscribed or purchased under
Section 275 by a relevant person which is: (a) a
corporation (which is not an accredited investor) the sole
business of which is to hold investments and the entire share
capital of which is owned by one or more individuals, each of
whom is an accredited investor; or (b) a trust (where the
trustee is not an accredited investor) whose sole purpose is to
hold investments and each beneficiary is an accredited investor,
shares, debentures and units of shares and debentures of that
corporation or the beneficiaries rights and interest in
that trust shall not be transferable for 6 months after
that corporation or that trust has acquired the notes under
Section 275 except: (1) to an institutional investor
under Section 274 of the SFA or to a relevant person, or
any person pursuant to Section 275(1A), and in accordance
with the conditions, specified in Section 275 of the SFA;
(2) where no consideration is given for the transfer; or
(3) by operation of law.
S-20
Legal matters
Akin Gump Strauss Hauer & Feld LLP will pass upon the
validity of the notes offered hereby. Certain matters will be
passed upon for the underwriters by Vinson & Elkins
L.L.P. In addition, Vinson & Elkins L.L.P. has in the
past provided, and may continue to provide, legal services to us
unrelated to this offering.
Experts
The consolidated financial statements of Anadarko as of
December 31, 2009 and 2008, and for each of the years in
the three-year period ended December 31, 2009, and
managements assessment of the effectiveness of internal
control over financial reporting as of December 31, 2009,
have been incorporated by reference herein in reliance upon the
reports of KPMG LLP, an independent registered public accounting
firm, incorporated by reference herein, and upon the authority
of said firm as experts in auditing and accounting.
Certain information with respect to the oil and gas reserves
associated with Anadarkos oil and gas prospects is
confirmed in the procedures and methods review letter of Miller
and Lents, Ltd., an independent petroleum consulting firm, and
incorporated by reference into this document, upon the authority
of said firm as experts with respect to the matters covered by
such procedures and methods review letter and in giving such
procedures and methods review letter.
Where you can find
more information
We file annual, quarterly and current reports, proxy statements
and other information with the SEC (File
No. 001-8968).
Our SEC filings are available to the public over the Internet at
the SECs website at
http://www.sec.gov
and at our web site at
http://www.anadarko.com.
You may also read and copy at prescribed rates any document we
file at the SECs public reference room at
100 F Street, N.E., Washington, D.C. 20549. You
may obtain information on the operation of the SECs public
reference room by calling the SEC at
1-800-SEC-0330.
This prospectus supplement and the accompanying prospectus form
part of a registration statement we have filed with the SEC
relating to, among other things, the notes. As permitted by SEC
rules, this prospectus supplement and the accompanying
prospectus do not contain all the information we have included
in the registration statement and the accompanying exhibits and
schedules we have filed with the SEC. You may refer to the
registration statement, exhibits and schedules for more
information about us and the notes. The statements this
prospectus supplement and the accompanying prospectus make
pertaining to the content of any contract, agreement or other
document that is an exhibit to the registration statement
necessarily are summaries of their material provisions, and we
qualify them in their entirety by reference to those exhibits
for complete statements of their provisions. The registration
statement, exhibits and schedules are available at the
SECs public reference room or through its Internet site.
Our common stock is listed on the New York Stock Exchange under
the symbol APC. Our reports, proxy statements and
other information may be read and copied at the New York Stock
Exchange at 11 Wall Street, 5th Floor, New York, New York 10005.
The SEC allows us to incorporate by reference the
information that we file with them, which means that we can
disclose important information to you by referring you to other
documents. The information incorporated by reference is an
important part of this prospectus supplement, and information
that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the
following documents and all documents that we subsequently file
with
S-21
Where you can
find more information
the SEC under Sections 13(a), 13(c), 14 or 15(d) of the
Securities Exchange Act of 1934, as amended (other than, in each
case, information furnished rather than filed):
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Ø
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our Annual Report on
Form 10-K
for the year ended December 31, 2009; and
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Ø
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our Current Report on
Form 8-K
filed February 18, 2010.
|
You may request a copy of these filings (other than an exhibit
to a filing unless that exhibit is specifically incorporated by
reference into that filing), at no cost, by writing to us at the
following address or calling the following number:
Anadarko Petroleum Corporation
Attention: Corporate Secretary
1201 Lake Robbins Dr.
The Woodlands, Texas 77380
(832) 636-1000
S-22
Glossary of oil and
natural gas terms
The following are abbreviations and definitions of certain terms
commonly used in the oil and gas industry and this document:
BOE: One stock tank barrel of oil equivalent,
using the ratio of six Mcf of natural gas to one barrel of crude
oil, condensate or natural gas liquids.
Condensate: Hydrocarbons which are in a
gaseous state under reservoir conditions but which become liquid
at the surface and may be recovered by conventional separators.
Mcf: One thousand cubic feet of natural gas.
For the purposes of this prospectus, this volume is stated at
the legal pressure base of the state or area in which the
reserves are located and at 60 degrees Fahrenheit.
Natural gas liquids: Hydrocarbons found in
natural gas which may be extracted as liquefied petroleum gas
and natural gasoline.
Oil: Crude oil, condensate and natural gas
liquids.
Proved oil and gas reserves: Those quantities
of oil and gas, which, by analysis of geoscience and engineering
data, can be estimated with reasonable certainty to be
economically produciblefrom a given date forward, from
known reservoirs, and under existing economic conditions,
operating methods, and government regulations.
G-1
PROSPECTUS
Anadarko Petroleum Corporation
Debt Securities
Common Stock
Preferred Stock
Depositary Shares
We, Anadarko Petroleum Corporation, may offer from time to time our debt securities, common
stock, preferred stock and depositary shares. We refer to our debt securities, common stock,
preferred stock and depositary shares collectively as the securities. The securities we may offer
may be convertible into or exercisable or exchangeable for other securities. This prospectus
describes the general terms of these securities and the general manner in which we will offer these
securities. The specific terms of any securities we offer will be included in a supplement to this
prospectus. The prospectus supplement will also describe the specific manner in which we will offer
the securities. Any prospectus supplement may also add, update or change information contained in
this prospectus. You should read this prospectus and the accompanying prospectus supplement
carefully before you make your investment decision.
Our common stock is listed on the New York Stock Exchange under the trading symbol APC.
See Risk Factors on page 5 for information about factors you should consider before buying
our securities.
Neither the Securities and Exchange Commission nor any state securities commission has
approved or disapproved of these securities or determined if this prospectus or the accompanying
prospectus supplement is truthful or complete. Any representation to the contrary is a criminal
offense.
This prospectus is dated August 14, 2009.
TABLE OF CONTENTS
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i
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with the Securities and Exchange
Commission, which we refer to as the SEC, using a shelf registration process. Under this shelf
registration process, we may, over time, offer and sell any combination of the securities described
in this prospectus in one or more offerings. This prospectus provides you with a general
description of the securities that we may offer. Each time we offer securities, we will provide one
or more prospectus supplements that will contain specific information about the terms of that
offering. A prospectus supplement may also add, update or change information contained in this
prospectus. You should read both this prospectus and any prospectus supplement together with the
additional information described under the heading Where You Can Find More Information below. You
should rely only on the information included or incorporated by reference in this prospectus and
the applicable prospectus supplement. We have not authorized anyone else to provide you with
different information. We are not making an offer to sell in any jurisdiction in which the offer is
not permitted. You should not assume that the information in the prospectus, any prospectus
supplement or any other document incorporated by reference in this prospectus is accurate as of any
date other than the dates of those documents.
Unless the context requires otherwise or unless otherwise noted, all references in this prospectus
or any prospectus supplement to Anadarko and to the company, we, us or our are to
Anadarko Petroleum Corporation and its consolidated subsidiaries.
1
WHERE YOU CAN FIND MORE INFORMATION
Each time we offer to sell securities, we will provide a prospectus supplement that will contain
specific information about the terms of that offering. The prospectus supplement may also add,
update or change information contained in this prospectus. This prospectus, together with the
applicable prospectus supplement, will include or refer you to all material information relating to
each offering.
We file annual, quarterly and current reports, proxy statements and other information with the SEC
(File No. 001-8968). Our SEC filings are available to the public over the Internet at the SECs
website at http://www.sec.gov and at our website at http://www.anadarko.com. You may also read and
copy at prescribed rates any document we file with the SEC at the SECs public reference room at
100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the SECs public reference room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an internet site (www.sec.gov) that contains
reports, proxy and information statements and other information regarding issuers, like Anadarko,
that file electronically with the SEC.
Our common stock is listed on the New York Stock Exchange under the symbol APC. Our reports,
proxy statements and other information may be read and copied at the New York Stock Exchange at 11
Wall Street, 5th Floor, New York, New York 10005.
The SEC allows us to incorporate by reference the information that we file with them, which means
that we can disclose important information to you by referring you to other documents. The
information incorporated by reference is an important part of this prospectus, and information that
we file later with the SEC will automatically update and supersede this information. We incorporate
by reference the following documents and all documents that we subsequently file with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (other than,
in each case, information furnished rather than filed), prior to the termination of the offerings
under this prospectus:
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our annual report on Form 10-K for the year ended December 31, 2008; |
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our quarterly reports on Form 10-Q for the three months ended March 31, 2009 and June 30, 2009; |
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our current reports on Form 8-K, filed with the SEC on February 26, 2009, March 6, 2009, May 12,
2009, May 15, 2009, May 22, 2009 and June 12, 2009; and |
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the description of our common stock set forth in the registration statement on Form 8-A filed
with the SEC on September 3, 1986. |
You may request a copy of these filings (other than an exhibit to a filing unless that exhibit is
specifically incorporated by reference into that filing), at no cost, by writing to us at the
following address or calling the following number:
Anadarko Petroleum Corporation
Attention: Corporate Secretary
1201 Lake Robbins Drive
The Woodlands, Texas 77380
(832) 636-1000
2
FORWARD-LOOKING STATEMENTS
We have made in this prospectus and in the reports and documents incorporated herein by reference,
and may from time to time otherwise make in other public filings, press releases and discussions
with our management, forward-looking statements within the meaning of Section 27A of the Securities
Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
concerning the operations, economic performance and financial condition of Anadarko. These
forward-looking statements include information concerning future production and reserves of
Anadarko, schedules, plans, timing of development, contributions from oil and gas properties, and
those statements preceded by, followed by or that otherwise include the words believes,
expects, anticipates, intends, estimates, projects, target, goal, plans,
objective, should or similar expressions or variations on these expressions.
For these statements, we claim the protection of the safe harbor for forward-looking statements
contained in the Private Securities Litigation Reform Act of 1995. Although we believe that the
expectations reflected in such forward-looking statements are reasonable, we can give no assurance
that such expectations will prove to be correct. Important factors that could cause actual results
to differ materially from our expectations include, but are not limited to, our assumptions about
energy markets, production levels, reserve levels, operating results, competitive conditions,
technology, the availability of capital resources, capital expenditures and other contractual
obligations, the supply and demand for and the price of oil, natural gas, natural gas liquids
(NGLs) and other products or services, volatility in the commodity futures markets, currency
exchange rates, the weather, inflation, the availability of goods and services, drilling risks,
future processing volumes and pipeline throughput, general economic conditions, either
internationally or nationally or in the jurisdictions in which we or our subsidiaries are doing
business, legislative or regulatory changes, including changes in environmental regulation,
environmental risks and liability under federal, state and foreign environmental laws and
regulations, potential environmental or other obligations arising from Kerr-McGee Corporations
former chemical business, the securities, capital or credit markets, our ability to repay debt, the
outcome of our proceedings related to the Algerian exceptional profits tax and other factors
discussed in Risk Factors and Managements Discussion and Analysis of Financial Condition and
Results of OperationsCritical Accounting Estimates included in our annual report on Form 10-K for
the year ended December 31, 2008, in Risk Factors included in our quarterly report on Form 10-Q
for the three months ended June 30, 2009 and in our other public filings, press releases and
discussions with Company management. We undertake no obligation to publicly update or revise any
forward-looking statements.
3
ABOUT US
Anadarko is among the largest independent oil and gas exploration and production companies in the
world, with 2.28 billion barrels of oil equivalent (BOE) of proved reserves as of December 31,
2008. Anadarkos primary business segments are vertically integrated within the oil and gas
industry. These segments are managed separately because of the nature of their products and
services, as well as unique technology, distribution and marketing requirements. The Companys
three operating segments are:
Oil and gas exploration and production This segment explores for and produces natural gas, crude
oil, condensate and NGLs. The Companys major areas of operation are located onshore in the United
States, the deepwater of the Gulf of Mexico and Algeria. Anadarko also has production in China and
is executing strategic exploration programs in several other countries, including Ghana and Brazil.
Midstream This segment engages in gathering, processing, treating and transporting Anadarko and
third-party oil and gas production. The Company owns and operates natural gas gathering, treating
and processing systems in the United States.
Marketing This segment sells most of Anadarkos production, as well as commodities purchased from
third parties. The Company actively markets natural gas, oil and NGLs in the United States, and
actively markets oil from Algeria and China.
The Company also has hard minerals properties that contribute to operating income through
non-operated joint ventures and royalty arrangements in several coal, trona (natural soda ash) and
industrial mineral mines located on lands within and adjacent to its Land Grant holdings. The Land
Grant is an 8 million acre strip running through portions of Colorado, Wyoming and Utah and is
where the Company owns most of its fee mineral rights. Anadarko is committed to minimizing its
impact on the environment from exploration and production activities of its worldwide operations
through programs such as carbon dioxide (CO2) sequestration and the reduction of surface area used
for production facilities.
Our principal executive offices are located at 1201 Lake Robbins Drive, The Woodlands, Texas 77380,
and our telephone number is (832) 636-1000. We maintain a website on the Internet at
http://www.anadarko.com. Information that you may find on our website is not part of this
prospectus.
4
RISK FACTORS
You should carefully consider the factors contained in our annual report on Form 10-K for the
fiscal year ended December 31, 2008 under the headings Risk Factors and Managements Discussion
and Analysis of Financial Condition and Results of OperationsCritical Accounting Estimates and in
our quarterly report on Form 10-Q for the three months ended June 30, 2009 under the heading Risk
Factors before investing in our securities. You should also consider similar information contained
in any annual report on Form 10-K or other document filed by us with the SEC after the date of this
prospectus before deciding to invest in our securities. If applicable, we will include in any
prospectus supplement a description of those significant factors that could make the offering
described therein speculative or risky.
5
USE OF PROCEEDS
Unless specified otherwise in the applicable prospectus supplement, we expect to use the net
proceeds we receive from the sale of the securities offered by this prospectus and any accompanying
prospectus supplement for general corporate purposes, which may include, among other things:
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the repayment of outstanding indebtedness; |
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working capital; |
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capital expenditures; and |
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acquisitions. |
The precise amount and timing of the application of such proceeds will depend upon our funding
requirements and the availability and cost of other capital. Pending any specific application, we
may initially invest proceeds in short-term marketable securities.
6
RATIOS OF EARNINGS TO FIXED CHARGES AND EARNINGS TO COMBINED FIXED CHARGES
AND PREFERRED STOCK DIVIDENDS
The following table sets forth our ratios of earnings to fixed charges and earnings to combined
fixed charges and preferred stock dividends for the periods indicated.
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Six Months |
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Ended |
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Year Ended December 31, |
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2008 |
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2007 |
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2006 |
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2005 |
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2004 |
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2009(1) |
Ratio of
earnings to fixed
charges |
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4.79x |
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4.66x |
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5.24x |
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12.50x |
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5.80x |
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Ratio of earnings
to combined fixed
charges and
preferred stock
dividends |
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4.79x |
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4.64x |
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5.21x |
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12.15x |
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5.70x |
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As a result of the Companys net loss in the first six months of 2009, the Companys earnings
for the six months ended June 30, 2009 did not cover fixed charges by $1.1 billion, and did not
cover combined fixed charges and preferred stock dividends by $1.1 billion. |
These ratios were computed by dividing earnings by either fixed charges or combined fixed charges
and preferred stock dividends. For this purpose, earnings include income from continuing operations
before income taxes and fixed charges and excludes undistributed earnings of equity investees.
Fixed charges include interest and amortization of debt expenses and the estimated interest
component of rentals. Preferred stock dividends are adjusted to reflect the amount of pretax
earnings required to pay the dividends on outstanding preferred stock. Additionally, the Company
redeemed and subsequently retired its remaining preferred stock for $45 million in the second
quarter of 2008.
7
DESCRIPTION OF DEBT SECURITIES
General
The debt securities will be issued under an indenture, dated as of September 19, 2006, between
Anadarko and The Bank of New York Mellon Trust Company, N.A. (formerly, The Bank of New York Trust
Company, N.A.), and will not be secured by any property or assets of Anadarko. Thus, by owning a
debt security, you are one of our unsecured creditors.
The debt securities will rank equally with all of our other unsecured and unsubordinated debt.
The indenture does not limit our ability to incur additional indebtedness.
The debt indenture and its associated documents, including your debt security, contain the full
legal text of the matters described in this section and your prospectus supplement. We have filed
the indenture with the SEC as an exhibit to our registration statement. See Where You Can Find
More Information above for information on how to obtain copies of this document.
This section and your prospectus supplement summarize all the material terms of the indenture and
your debt security. They do not, however, describe every aspect of the indenture and your debt
security. For example, in this section we use terms that have been given special meaning in the
indenture, but we describe the meaning for only the more important of those terms.
Indenture
The debt securities are governed by a document called an indenture. The indenture is a contract
between us and The Bank of New York Mellon Trust Company, N.A.
The trustee under the indenture has two main roles:
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First, the trustee can enforce your rights against us if we default. There are some limitations
on the extent to which the trustee acts on your behalf, which we describe later under Default,
Remedies and Waiver of Default. |
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Second, the trustee performs administrative duties for us, such as sending you interest payments
and notices. |
Series of Debt Securities
We may issue as many distinct series of debt securities under the indenture as we wish. This
section summarizes terms of the securities that apply generally to all series. The provisions of
the indenture allow us not only to issue debt securities with terms different from those of debt
securities previously issued under the indenture, but also to reopen a previously issued series
of debt securities and issue additional debt securities of that series. We will describe most of
the financial and other specific terms of your series in the prospectus supplement for that series.
Those terms may vary from the terms described here.
As you read this section, please remember that the specific terms of your debt security as
described in your prospectus supplement will supplement and, if applicable, may modify or replace
the general terms described in this section. If there are any differences between your prospectus
supplement and this prospectus, your prospectus supplement will control. Thus, the statements we
make in this section may not apply to your debt security.
When we refer to a series of debt securities, we mean a series issued under the indenture. When we
refer to your prospectus supplement, we mean the prospectus supplement describing the specific
terms of the debt security you purchase. The terms used in your prospectus supplement will have the
meanings described in this prospectus, unless otherwise specified.
8
Amounts of Issuances
The indenture does not limit the aggregate amount of debt securities that we may issue or the
number of series or the aggregate amount of any particular series. We may issue debt securities and
other securities at any time without your consent and without notifying you.
The indenture and the debt securities do not limit our ability to incur other indebtedness or to
issue other securities. Also, unless otherwise specified below or in your prospectus supplement, we
are not subject to financial or similar restrictions by the terms of the debt securities.
Principal Amount, Stated Maturity and Maturity
The principal amount of a debt security means the principal amount payable at its stated maturity,
unless that amount is not determinable, in which case the principal amount of a debt security is
its face amount.
The term stated maturity with respect to any debt security means the day on which the principal
amount of your debt security is scheduled to become due. The principal may become due sooner, by
reason of redemption or acceleration after a default or otherwise in accordance with the terms of
the debt security. The day on which the principal actually becomes due, whether at the stated
maturity or earlier, is called the maturity of the principal.
We also use the terms stated maturity and maturity to refer to the days when other payments
become due. For example, we may refer to a regular interest payment date when an installment of
interest is scheduled to become due as the stated maturity of that installment. When we refer to
the stated maturity or the maturity of a debt security without specifying a particular payment,
we mean the stated maturity or maturity, as the case may be, of the principal.
Specific Terms of Debt Securities
Your prospectus supplement will describe the specific terms of your debt security, which will
include some or all of the following:
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the title of the series of your debt security; |
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any limit on the total principal amount of the debt securities of the same series; |
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the stated maturity; |
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the currency or currencies for principal and interest, if not U.S. dollars; |
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the price at which we originally issue your debt security, expressed as a percentage of the
principal amount, and the original issue date; |
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whether your debt security is a fixed-rate debt security, a floating-rate debt security or an
indexed debt security; |
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if your debt security is a fixed-rate debt security, the yearly rate at which your debt
security will bear interest, if any, and the interest payment dates; |
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if your debt security is a floating-rate debt security, the interest rate basis; any
applicable index currency or maturity, spread or spread multiplier or initial, maximum or
minimum rate; the interest reset, determination, calculation and payment dates; the day count
used to calculate interest payments for any period; and the calculation agent; |
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if your debt security is an indexed debt security, the principal amount, if any, we will pay
you at maturity, interest payment dates, the amount of interest, if any, we will pay you on an
interest payment date or the formula we will use to calculate these amounts, if any, and the
terms on which your debt security will be exchangeable for or payable in cash, securities or
other property; |
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if your debt security may be converted into or exercised or exchanged for common or preferred
stock or other securities of Anadarko or debt or equity securities of one or more third
parties, the terms on which conversion, exercise or exchange may occur, including whether
conversion, exercise or exchange is mandatory, at the option of the holder or at our option,
the period during which conversion, exercise or exchange may occur, the initial conversion,
exercise or exchange price or rate and the circumstances or manner in which the amount of
common or preferred stock or other securities issuable upon conversion, exercise or exchange
may be adjusted; |
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if your debt security is also an original issue discount debt security, the yield to maturity; |
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if applicable, the circumstances under which your debt security may be redeemed at our option
or repaid at the holders option before the stated maturity, including any redemption
commencement date, repayment date(s), redemption price(s) and redemption period(s); |
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the authorized denominations, if other than $1,000 and multiples of $1,000; |
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the depositary for your debt security, if other than The Depository Trust Company (DTC),
and any circumstances under which the holder may request securities in non-global form, if we
choose not to issue your debt security in book-entry form only; |
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if applicable, the circumstances under which we will pay additional amounts on any debt
securities held by a person who is not a United States person for tax purposes and under which
we can redeem the debt securities if we have to pay additional amounts; |
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the names and duties of any co-trustees, depositaries, paying agents, transfer agents or
registrars for your debt security; and |
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any other terms of your debt security, which could be different from those described in this
prospectus. |
Governing Law
The debt indenture and the debt securities will be governed by New York law.
Form of Debt Securities
We will issue each debt security only in registered form, without coupons, unless we specify
otherwise in the applicable prospectus supplement. In addition, we will issue each debt security in
globali.e., book-entry form only, unless we specify otherwise in the applicable prospectus
supplement. Debt securities in book-entry form will be represented by a global security registered
in the name of a depositary, which will be the holder of all the debt securities represented by the
global security. Those who own beneficial interests in a global debt security will do so through
participants in the depositarys securities clearance system, and the rights of these indirect
owners will be governed solely by the applicable procedures of the depositary and its participants.
References to holders in this section mean those who own debt securities registered in their own
names, on the books that we or the trustee maintain for this purpose, and not those who own
beneficial interests in debt securities registered in street name or in debt securities issued in
book-entry form through one or more depositaries.
Unless otherwise indicated in the prospectus supplement, the following is a summary of the
depositary arrangements applicable to debt securities issued in global form and for which DTC acts
as depositary.
Each global debt security will be deposited with, or on behalf of, DTC, as depositary, or its
nominee, and registered in the name of a nominee of DTC. Except under the limited circumstances
described below, global debt securities are not exchangeable for definitive certificated debt
securities.
Ownership of beneficial interests in a global debt security is limited to institutions that have
accounts with DTC or its nominee, or persons that may hold interests through those participants. In
addition, ownership of beneficial interests by participants in a global debt security will be
evidenced only by, and the transfer of that
10
ownership interest will be effected only through, records maintained by DTC or its nominee for a
global debt security. Ownership of beneficial interests in a global debt security by persons that
hold those interests through participants will be evidenced only by, and the transfer of that
ownership interest within that participant will be effected only through, records maintained by
that participant. DTC has no knowledge of the actual beneficial owners of the debt securities.
Beneficial owners will not receive written confirmation from DTC of their purchase, but beneficial
owners are expected to receive written confirmations providing details of the transaction, as well
as periodic statements of their holdings, from the participants through which the beneficial owners
entered the transaction. The laws of some jurisdictions require that certain purchasers of
securities take physical delivery of securities they purchase in definitive form. These laws may
impair your ability to transfer beneficial interests in a global debt security.
We will make payment of principal of, and interest on, debt securities represented by a global debt
security registered in the name of or held by DTC or its nominee to DTC or its nominee, as the case
may be, as the registered owner and holder of the global debt security representing those debt
securities. DTC has advised us that upon receipt of any payment of principal of, or interest on, a
global debt security, DTC immediately will credit accounts of participants on its book-entry
registration and transfer system with payments in amounts proportionate to their respective
interests in the principal amount of that global debt security, as shown in the records of DTC.
Payments by participants to owners of beneficial interests in a global debt security held through
those participants will be governed by standing instructions and customary practices, as is now the
case with securities held for the accounts of customers in bearer form or registered in street
name, and will be the sole responsibility of those participants, subject to any statutory or
regulatory requirements that may be in effect from time to time.
Neither we, any trustee nor any of our respective agents will be responsible for any aspect of the
records of DTC, any nominee or any participant relating to, or payments made on account of,
beneficial interests in a permanent global debt security or for maintaining, supervising or
reviewing any of the records of DTC, any nominee or any participant relating to such beneficial
interests.
A global debt security is exchangeable for definitive debt securities registered in the name of,
and a transfer of a global debt security may be registered to, any person other than DTC or its
nominee, only if:
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DTC notifies us that it is unwilling, unable or no longer qualified to continue as depositary for
that global security and we do not appoint another institution to act as depositary within 60 days;
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we notify the trustee that we wish to terminate that global security. |
Any global debt security that is exchangeable pursuant to the preceding sentence will be
exchangeable in whole for definitive debt securities in registered form, of like tenor and of an
equal aggregate principal amount as the global debt security, in denominations specified in the
applicable prospectus supplement, if other than $1,000 and multiples of $1,000. The definitive debt
securities will be registered by the registrar in the name or names instructed by DTC. We expect
that these instructions may be based upon directions received by DTC from its participants with
respect to ownership of beneficial interests in the global debt security.
Except as provided above, owners of the beneficial interests in a global debt security will not be
entitled to receive physical delivery of debt securities in definitive form and will not be
considered the holders of debt securities for any purpose under the indenture. No global debt
security shall be exchangeable except for another global debt security of like denomination and
tenor to be registered in the name of DTC or its nominee. Accordingly, each person owning a
beneficial interest in a global debt security must rely on the procedures of DTC and, if that
person is not a participant, on the procedures of the participant through which that person owns
its interest, to exercise any rights of a holder under the global debt security or the indenture.
We understand that, under existing industry practices, in the event that we request any action of
holders, or an owner of a beneficial interest in a global debt security desires to give or take any
action that a holder is entitled to give or take under the debt securities or the indenture, DTC
would authorize the participants holding
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the relevant beneficial interests to give or take that action. Additionally, those participants
would authorize beneficial owners owning through those participants to give or take that action or
would otherwise act upon the instructions of beneficial owners owning through them.
DTC has advised us as follows:
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a limited-purpose trust company organized under the New York Banking Law, |
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a banking organization within the meaning of the New York Banking Law, |
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a member of the Federal Reserve System, |
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a clearing corporation within the meaning of the New York Uniform Commercial Code, and |
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a clearing agency registered under Section 17A of the Securities Exchange Act of 1934. |
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DTC was created to hold securities of its participants and to facilitate the clearance and
settlement of securities transactions among its participants in those securities through electronic
book-entry changes in accounts of the participants, thereby eliminating the need for physical
movement of securities certificates. |
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DTCs participants include securities brokers and dealers, banks, trust companies, clearing
corporations and certain other organizations. |
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DTC is owned by a number of its participants and by the New York Stock Exchange, Inc., the NYSE
Alternext US LLC (formerly the American Stock Exchange, Inc.) and the Financial Industry Regulatory
Authority. |
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Access to DTCs book-entry system is also available to others, such as banks, brokers, dealers
and trust companies, that clear through or maintain a custodial relationship with a participant,
either directly or indirectly. |
The rules applicable to DTC and its participants are on file with the SEC.
Investors may hold interests in the debt securities outside the United States through the Euroclear
System (Euroclear) or Clearstream Banking (Clearstream) if they are participants in those
systems, or indirectly through organizations which are participants in those systems. Euroclear and
Clearstream will hold interests on behalf of their participants through customers securities
accounts in Euroclears and Clearstreams names on the books of their respective depositaries which
in turn will hold such positions in customers securities accounts in the names of the nominees of
the depositaries on the books of DTC. At the present time JPMorgan Chase Bank, National Association
will act as U.S. depositary for Euroclear, and Citibank, National Association will act as
U.S. depositary for Clearstream. All securities in Euroclear or Clearstream are held on a fungible
basis without attribution of specific certificates to specific securities clearance accounts.
The following is based on information furnished by Euroclear or Clearstream, as the case may be.
Euroclear has advised us that:
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It was created in 1968 to hold securities for participants of Euroclear and to clear and settle
transactions between Euroclear participants through simultaneous electronic book-entry delivery
against payment, thereby eliminating the need for physical movement of certificates and any risk
from lack of simultaneous transfers of securities and cash; |
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Euroclear includes various other services, including securities lending and borrowing and
interfaces with domestic markets in several countries; |
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Euroclear is operated by Euroclear Bank S.A./ N.V., as operator of the Euroclear System (the
Euroclear Operator), under contract with Euroclear Clearance Systems S.C., a Belgian cooperative
corporation (the Cooperative); |
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The Euroclear Operator conducts all operations, and all Euroclear securities clearance accounts
and Euroclear cash accounts are accounts with the Euroclear Operator, not the Cooperative. The
Cooperative establishes policy for Euroclear on behalf of Euroclear participants. Euroclear
participants include banks (including central banks), securities brokers and dealers and other
professional financial intermediaries and may include underwriters of debt securities offered by
this prospectus; |
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Indirect access to Euroclear is also available to other firms that clear through or maintain a
custodial relationship with a Euroclear participant, either directly or indirectly; |
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Securities clearance accounts and cash accounts with the Euroclear Operator are governed by the
Terms and Conditions Governing Use of Euroclear and the related Operating Procedures of the
Euroclear System, and applicable Belgian law (collectively, the Terms and Conditions); |
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The Terms and Conditions govern transfers of securities and cash within Euroclear, withdrawals of
securities and cash from Euroclear, and receipts of payments with respect to securities in
Euroclear. The Euroclear Operator acts under the Terms and Conditions only on behalf of Euroclear
participants, and has no record of or relationship with persons holding through Euroclear
participants; and |
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Distributions with respect to debt securities held beneficially through Euroclear will be
credited to the cash accounts of Euroclear participants in accordance with the Terms and
Conditions, to the extent received by the U.S. depositary for Euroclear. |
Clearstream has advised us that:
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It is incorporated under the laws of Luxembourg as a professional depositary and holds securities
for its participating organizations and facilitates the clearance and settlement of securities
transactions between Clearstream participants through electronic book-entry changes in accounts of
Clearstream participants, thereby eliminating the need for physical movement of certificates; |
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Clearstream provides to Clearstream participants, among other things, services for safekeeping,
administration, clearance and settlement of internationally traded securities and securities
lending and borrowing. Clearstream interfaces with domestic markets in several countries; |
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As a professional depositary, Clearstream is subject to regulation by the Luxembourg Monetary
Institute; |
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Clearstream participants are recognized financial institutions around the world, including
underwriters, securities brokers and dealers, banks, trust companies, clearing corporations and
certain other organizations and may include underwriters of debt securities offered by this
prospectus; |
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Indirect access to Clearstream is also available to others, such as banks, brokers, dealers and
trust companies that clear through or maintain a custodial relationship with a Clearstream
participant either directly or indirectly; and |
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Distributions with respect to the debt securities held beneficially through Clearstream will be
credited to cash accounts of Clearstream participants in accordance with its rules and procedures,
to the extent received by the U.S. depositary for Clearstream. |
We have provided the following descriptions of the operations and procedures of Euroclear and
Clearstream solely as a matter of convenience. These operations and procedures are solely within
the control of Euroclear and Clearstream and are subject to change by them from time to time.
Neither we, any underwriters nor the trustee takes any responsibility for these operations or
procedures, and you are urged to contact Euroclear or Clearstream or their respective participants
directly to discuss these matters.
Secondary market trading between Euroclear participants and Clearstream participants will occur in
the ordinary way in accordance with the applicable rules and operating procedures of Euroclear and
Clearstream and will be settled using the procedures applicable to conventional eurobonds in
immediately available funds.
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Cross-market transfers between persons holding directly or indirectly through DTC, on the one hand,
and directly or indirectly through Euroclear or Clearstream participants, on the other, will be
effected within DTC in accordance with DTCs rules on behalf of the relevant European international
clearing system by its U.S. depositary; however, such cross-market transactions will require
delivery of instructions to the relevant European international clearing system by the counterparty
in such system in accordance with its rules and procedures and within its established deadlines
(European time). The relevant European international clearing system will, if the transaction meets
its settlement requirements, deliver instructions to its U.S. depositary to take action to effect
final settlement on its behalf by delivering or receiving debt securities in DTC, and making or
receiving payment in accordance with normal procedures. Euroclear participants and Clearstream
participants may not deliver instructions directly to their respective U.S. depositaries.
Because of time-zone differences, credits of securities received in Euroclear or Clearstream as a
result of a transaction with a DTC participant will be made during subsequent securities settlement
processing and dated the business day following the DTC settlement date. Such credits, or any
transactions in the securities settled during such processing, will be reported to the relevant
Euroclear participants or Clearstream participants on that business day. Cash received in Euroclear
or Clearstream as a result of sales of securities by or through a Euroclear participant or a
Clearstream participant to a DTC participant will be received with value on the business day of
settlement in DTC but will be available in the relevant Euroclear or Clearstream cash account only
as of the business day following settlement in DTC.
Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures in order to
facilitate transfers of debt securities among participants of DTC, Euroclear and Clearstream, they
are under no obligation to perform or continue to perform such procedures and they may discontinue
the procedures at any time.
Redemption or Repayment
If there are any provisions regarding redemption or repayment applicable to your debt security, we
will describe them in your prospectus supplement.
We or our affiliates may purchase debt securities from investors who are willing to sell from time
to time, either in the open market at prevailing prices or in private transactions at negotiated
prices. Debt securities that we or they purchase may, at our discretion, be held, resold or
canceled.
Mergers and Similar Transactions
We are generally permitted under the indenture to merge or consolidate with another corporation or
other entity. We are also permitted under the indenture to sell all or substantially all of our
assets to another corporation or other entity. With regard to any series of debt securities,
however, we may not take any of these actions unless all the following conditions, among other
things, are met:
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If the successor entity in the transaction is not Anadarko the successor entity must be organized
as a corporation, partnership or trust and must expressly assume our obligations under the debt
securities of that series and the indenture. The successor entity may be organized under the laws
of any jurisdiction, whether in the United States or elsewhere. |
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Immediately after the transaction, no default under the debt securities of that series has
occurred and is continuing. For this purpose, default under the debt securities of that series
means an event of default with respect to that series or any event that would be an event of
default with respect to that series if the requirements for giving us default notice and for our
default having to continue for a specific period of time were disregarded. We describe these
matters below under Default, Remedies and Waiver of Default. |
If the conditions described above are satisfied with respect to the debt securities of any series,
we will not need to obtain the approval of the holders of those debt securities in order to merge
or consolidate or to sell our assets. Also, these conditions will apply only if we wish to merge or
consolidate with another entity or sell all or
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substantially all of our assets to another entity. We will not need to satisfy these conditions if
we enter into other types of transactions, including any transaction in which we acquire the stock
or assets of another entity, any transaction that involves a change of control of Anadarko but in
which we do not merge or consolidate and any transaction in which we sell less than substantially
all our assets.
If we sell all or substantially all of our assets, we will be released from all our liabilities and
obligations under the debt securities of any series and the indenture. Also, if we merge,
consolidate or sell substantially all of our assets and the successor is a non-U.S. entity, neither
we nor any successor would have any obligation to compensate you for any resulting adverse tax
consequences relating to your debt securities, including the imposition of U.S. withholding taxes
in relation to future interest payments. Our succession by a non-U.S. entity could also impede the
effective exercise of remedies available to the trustee or holders of debt securities following an
event of default with respect to such debt securities.
Defeasance
When we use the term defeasance, we mean discharge from some or all of our obligations under the
indenture. If we deposit with the trustee funds or government securities, or if so provided in your
prospectus supplement, obligations other than government securities, sufficient to make payments on
any series of debt securities on the dates those payments are due and payable and other specified
conditions are satisfied, then, at our option, either of the following will occur:
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we will be discharged from our obligations with respect to the debt securities of such series
(legal defeasance); or |
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the related events of default will no longer apply to us (covenant defeasance). |
If we defease any series of debt securities, the holders of such securities will not be entitled to
the benefits of the indenture, except for our obligations to register the transfer or exchange of
such securities, replace stolen, lost or mutilated securities or maintain paying agencies and hold
moneys for payment in trust. In case of covenant defeasance, our obligation to pay principal,
premium and interest on the applicable series of debt securities will also survive.
We will be required to deliver to the trustee an opinion of counsel that the deposit and related
defeasance would not cause the holders of the applicable series of debt securities to recognize
income, gain or loss for federal income tax purposes. If we elect legal defeasance, that opinion of
counsel must be based upon a ruling from the United States Internal Revenue Service or a change in
law to that effect.
In addition, we may discharge all our obligations under the indenture with respect to debt
securities of any series, other than our obligation to register the transfer of and exchange debt
securities of that series, provided that we either:
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deliver all outstanding debt securities of that series to the trustee for cancellation; or |
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all such debt securities not so delivered for cancellation have either become due and payable or
will become due and payable at their stated maturity within one year or are to be called for
redemption within one year, and in the case of this bullet point, we have deposited with the
trustee in trust an amount of cash sufficient to pay the entire indebtedness of such debt
securities, including interest to the stated maturity or applicable redemption date. |
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Limitations on Liens
Neither we nor any domestic subsidiary of ours will issue, assume or guarantee any debt secured by
a mortgage, lien, pledge or other encumbrance upon real or personal property of ours or of any of
our domestic subsidiaries that is located in the continental U.S. without providing that the debt
securities will be secured equally and ratably or prior to the debt so long as the debt is so
secured. However, this provision shall not apply to the following:
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Mortgages existing on the date of the indenture; |
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Mortgages existing at the time a corporation, limited liability company, limited partnership or
other entity becomes a domestic subsidiary of ours or at the time it is merged into or consolidated
with us or a domestic subsidiary of ours; |
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Mortgages in favor of Anadarko or any domestic subsidiary of ours; |
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Mortgages on property (a) existing at the time of the propertys acquisition, (b) to secure
payment of all or part of the propertys purchase price, or (c) to secure debt incurred prior to,
at the time of or within 180 days after the acquisition, the completion of construction or the
commencement of full operation of the property or for the purpose of financing all or part of the
propertys purchase price; |
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Mortgages in favor of the United States of America, any state, any other country or any political
subdivision required by contract or statute; |
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Mortgages on property to secure all or part of the cost of construction, development or repair,
alteration or improvement of the property not later than one year after the completion of or the
placing into operation the property; |
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Mortgages on minerals or geothermal resources in place, or on related leasehold or other property
interests, which are incurred to finance development, production or acquisition costs; |
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Mortgages on equipment used or usable for drilling, servicing or operation of oil, gas, coal or
other mineral properties or of geothermal properties; |
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Mortgages required by any contract or statute in order to permit us or a subsidiary of ours to
perform any contract or subcontract made with or at the request of the U.S., any state or any
department, agency or instrumentality of either; or |
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Any extension, renewal or replacement of any mortgage referred to in the preceding items or of
any debt secured by those mortgages as long as the extension, renewal or replacement will be
limited to substantially the same property (plus improvements) which secured the mortgage. |
Notwithstanding anything mentioned above, we and any one or more of our domestic subsidiaries may
issue, assume or guarantee debt secured by mortgages that would otherwise be subject to the
foregoing restrictions in an aggregate principal amount which, together with the aggregate
outstanding principal amount of all other debt of ours and our domestic subsidiaries that would
otherwise be subject to the foregoing restrictions, does not at any one time exceed 15% of our
Consolidated Net Tangible Assets, which is defined as the aggregate amount of assets of Anadarko
and its domestic subsidiaries after deducting therefrom all current liabilities (other than current
maturities of long term debt), goodwill, unamortized debt discount and expense and other like
intangibles as calculated on our consolidated balance sheet as of a date within 150 days prior to
the date of determination.
In addition, the preceding restrictions shall apply only to the following types of property:
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minerals or geothermal resources in place, pipelines, distribution or gathering systems, storage
facilities or processing plants located in the U.S. and owned by us or any domestic subsidiary, the
gross book value of which exceeds 5% of our Consolidated Net Tangible Assets, other than any such
property which, in the opinion of our board of directors, is not of material importance to our
total business; and |
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equity interests in our domestic subsidiaries. |
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The following types of transactions shall not be deemed to create debt secured by mortgages: (1)
the sale or other transfer of oil, gas or other minerals in place for a period of time until, or in
an amount such that, the transferee will realize from the sale or transfer a specified amount
(however determined) of money or such minerals, or the sale or other transfer of any other interest
in property of the character commonly referred to as an oil payment or a production payment, and
(2) the sale or other transfer by Anadarko or a domestic subsidiary of properties to a partnership,
joint venture or other entity in which we or our domestic subsidiary would retain partial ownership
of the properties.
Default, Remedies and Waiver of Default
You will have special rights if an event of default with respect to your series of debt securities
occurs and is continuing, as described in this subsection.
Events of Default
Unless your prospectus supplement says otherwise, when we refer to an event of default with respect
to any series of debt securities, we mean any of the following:
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we do not pay the principal or any premium on any debt security of that series on the due date; |
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we do not pay interest on any debt security of that series within 60 days after the due date; |
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we do not deposit a sinking fund payment with regard to any debt security of that series within
60 days after the due date, but only if the payment is required under provisions described in the
applicable prospectus supplement; |
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we default in the payment when due of other funded debt in an aggregate principal amount in
excess of $100,000,000, causing such debt to become due before its stated maturity, and such
default is not cured within 30 days after notice from the trustee or the holders of at least 25% in
principal amount of the outstanding debt securities of the series; |
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we remain in breach of our covenants regarding mergers or sales of substantially all of our
assets, our covenant regarding liens, or any other covenant we make in the indenture for the
benefit of the relevant series, for 90 days after we receive a notice of default stating that we
are in breach and requiring us to remedy the breach. The notice must be sent by the trustee or the
holders of at least 25% in principal amount of the relevant series of debt securities; |
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we file for bankruptcy or other events of bankruptcy, insolvency or reorganization relating to
Anadarko occur. Those events must arise under U.S. federal or state law, unless we merge,
consolidate or sell our assets as described above and the successor firm is a non-U.S. entity. If
that happens, then those events must arise under U.S. federal or state law or the law of the
jurisdiction in which the successor firm is legally organized; or |
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if the applicable prospectus supplement states that any additional event of default applies to
the series, that event of default occurs. |
Remedies if an Event of Default Occurs
If an event of default has occurred with respect to any series of debt securities and has not been
cured or waived, the trustee or the holders of not less than 25% in principal amount of all debt
securities of that series may declare the entire principal amount of the debt securities of that
series to be due immediately. If the event of default occurs because of events in bankruptcy,
insolvency or reorganization relating to Anadarko, the entire principal amount of the debt
securities of that series will be automatically accelerated, without any action by the trustee or
any holder.
Each of the situations described above is called an acceleration of the maturity of the affected
series of debt securities. If the maturity of any series is accelerated and a judgment for payment
has not yet been obtained, the holders of a majority in principal amount of the debt securities of
that series may cancel the acceleration for the entire series.
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Indentures governing our outstanding public debt contain so-called cross-acceleration events of
default, and the absence of such an event of default in the indenture could disadvantage holders of
the debt securities by preventing the trustee from pursuing remedies under the indenture at a time
when our other creditors may be exercising remedies under these other indentures.
If an event of default occurs, the trustee will have special duties. In that situation, the trustee
will be obligated to use those of its rights and powers under the indenture, and to use the same
degree of care and skill in doing so, that a prudent person would use in that situation in
conducting his or her own affairs.
Except as described in the prior paragraph, the trustee is not required to take any action under
the indenture at the request of any holders unless the holders offer the trustee reasonable
protection from expenses and liability. This is called an indemnity. If the trustee is provided
with an indemnity reasonably satisfactory to it, the holders of a majority in principal amount of
all debt securities of the relevant series may direct the time, method and place of conducting any
lawsuit or other formal legal action seeking any remedy available to the trustee with respect to
that series. These majority holders may also direct the trustee in performing any other action
under the indenture with respect to the debt securities of that series.
Before you bypass the trustee and bring your own lawsuit or other formal legal action or take other
steps to enforce your rights or protect your interests relating to any debt security, all of the
following must occur:
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the holder of your debt security must give the trustee written notice that an event of default
has occurred with respect to the debt securities of your series, and the event of default must not
have been cured or waived; |
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the holders of not less than 25% in principal amount of all debt securities of your series must
make a written request that the trustee take action because of the default, and they or other
holders must offer to the trustee indemnity reasonably satisfactory to the trustee against the cost
and other liabilities of taking that action; |
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the trustee must not have taken action for 60 days after the above steps have been taken; and |
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during those 60 days, the holders of a majority in principal amount of the debt securities of
your series must not have given the trustee directions that are inconsistent with the written
request of the holders of not less than 25% in principal amount of the debt securities of your
series. |
You are entitled at any time, however, to bring a lawsuit for the payment of money due on your debt
security on or after its due date.
Book-entry and other indirect owners should consult their banks or brokers for information on how
to give notice or direction to or make a request of the trustee and how to declare or cancel an
acceleration of the maturity.
Wavier of Default
The holders of not less than a majority in principal amount of the debt securities of any series
may waive a default for all debt securities of that series. If this happens, the default will be
treated as if it has not occurred. No one can waive a payment default on your debt security,
however, without the approval of the particular holder of that debt security.
Annual Information About Defaults to the Trustee
We will furnish to the trustee every year a written statement of two of our officers certifying
that to their knowledge we are in compliance with the indenture and the debt securities, or else
specifying any default under the indenture.
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Modifications and Waivers
There are three types of changes we can make to the indenture and the debt securities.
First, there are changes that cannot be made without the approval of each holder of a debt security
affected by the change, including, among others:
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changing the stated maturity for any principal or interest payment on a debt security; |
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reducing the principal amount, the amount payable on acceleration of the maturity after a
default, the interest rate or the redemption price for a debt security; |
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changing the currency of any payment on a debt security; |
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changing the place of payment on a debt security; |
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impair a holders right to sue for payment of any amount due on its debt security; |
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reducing the percentage in principal amount of the debt securities of any one or more affected
series, taken separately or together, as applicable, the approval of whose holders is needed to
change the indenture or those debt securities or waive our compliance with the indenture or to
waive defaults; and |
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changing the provisions of the indenture dealing with modification and waiver in any other
respect, except to increase any required percentage referred to above or to add to the provisions
that cannot be changed or waived without approval of the holder of each affected debt security. |
The second type of change does not require any approval by holders of the debt securities of an
affected series. These changes are limited to clarifications and changes that would not adversely
affect the debt securities of that series in any material respect. Nor do we need any approval to
make changes that affect only debt securities to be issued after the changes take effect. We may
also make changes or obtain waivers that do not adversely affect a particular debt security, even
if they affect other debt securities. In those cases, we do not need to obtain the approval of the
holder of the unaffected debt security; we need only obtain any required approvals from the holders
of the affected debt securities.
Any other change to the indenture and the debt securities would require the following approval:
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If the change affects only the debt securities of a particular series, it must be approved by the
holders of a majority in principal amount of the debt securities of that series. |
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If the change affects the debt securities of more than one series of debt securities, it must be
approved by the holders of a majority in principal amount of all series affected by the change,
with the debt securities of all the affected series voting together as one class for this purpose
(and of any affected series that by its terms is entitled to vote separately as a series, as
described below). |
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If the terms of a series entitle the holders of debt securities of such series to vote as
separate class on any change, it must be approved as required under those terms. |
The same majority approval would be required for us to obtain a waiver of any of our covenants in
the indenture. Our covenants include the promises we make about merging or selling substantially
all of our assets, which we describe above under Mergers and Similar Transactions. If the
holders approve a waiver of a covenant, we will not have to comply with it. The holders, however,
cannot approve a waiver of any provision in a particular debt security, or in the indenture as it
affects that debt security, that we cannot change without the approval of the holder of that debt
security as described above, unless that holder approves the waiver.
Only holders of outstanding debt securities of the applicable series will be eligible to take any
action under the indenture, such as giving a notice of default, declaring an acceleration,
approving any change or waiver or giving the trustee an instruction with respect to debt securities
of that series. Also, we will count only outstanding
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debt securities in determining whether the various percentage requirements for taking action have
been met. Any debt securities owned by us or any of our affiliates or surrendered for cancellation
or for payment or redemption of which money has been set aside in trust are not deemed to be
outstanding.
In some situations, we may follow special rules in calculating the principal amount of a debt
security that is to be treated as outstanding for the purposes described above. This may happen,
for example, if the principal amount is payable in a non-U.S. dollar currency, increases over time
or is not to be fixed until maturity.
We will generally be entitled to set any day as a record date for the purpose of determining the
holders that are entitled to take action under the indenture. In certain limited circumstances,
only the trustee will be entitled to set a record date for action by holders. If we or the trustee
sets a record date for an approval or other action to be taken by holders, that vote or action may
be taken only by persons or entities who are holders on the record date and must be taken during
the period that we specify for this purpose, or that the trustee specifies if it sets the record
date. We or the trustee, as applicable, may shorten or lengthen this period from time to time. This
period, however, may not extend beyond the 180th day after the record date for the action. In
addition, record dates for any global debt security may be set in accordance with procedures
established by the depositary from time to time. Accordingly, record dates for global debt
securities may differ from those for other debt securities.
Form, Exchange and Transfer
If any debt securities cease to be issued in registered global form, they will be issued:
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only in
fully registered form; |
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without interest coupons; and |
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unless we indicate otherwise in your prospectus supplement, in denominations of $1,000 and
multiples of $1,000. |
Holders may exchange their debt securities for debt securities of smaller denominations or combined
into fewer debt securities of larger denominations, as long as the total principal amount is not
changed. You may not exchange your debt securities for securities of a different series or having
different terms, unless your prospectus supplement says you may.
Holders may exchange or transfer their debt securities at the office of the trustee. They may also
replace lost, stolen, destroyed or mutilated debt securities at that office. We have appointed the
trustee to act as our agent for registering debt securities in the names of holders and
transferring and replacing debt securities. We may appoint another entity to perform these
functions or perform them ourselves.
Holders will not be required to pay a service charge to transfer or exchange their debt securities,
but they may be required to pay for any tax or other governmental charge associated with the
exchange or transfer. The transfer or exchange, and any replacement, will be made only if our
transfer agent is satisfied with the holders proof of legal ownership. The transfer agent may
require an indemnity before replacing any debt securities.
If we have designated additional transfer agents for your debt security, they will be named in your
prospectus supplement. We may appoint additional transfer agents or cancel the appointment of any
particular transfer agent. We may also approve a change in the office through which any transfer
agent acts.
If the debt securities of any series are redeemable and we redeem less than all those debt
securities, we may block the transfer or exchange of those debt securities during the period
beginning 15 days before the day we mail the notice of redemption and ending on the day of that
mailing, in order to freeze the list of holders to prepare the mailing. We may also refuse to
register transfers of or exchange any debt security selected for redemption, except that we will
continue to permit transfers and exchanges of the unredeemed portion of any debt security being
partially redeemed.
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If a debt security is issued as a global debt security, only DTC or other depositary will be
entitled to transfer and exchange the debt security as described in this subsection, since the
depositary will be the sole holder of the debt security.
The rules for exchange described above apply to exchange of debt securities for other debt
securities of the same series and kind. If a debt security is convertible, exercisable or
exchangeable into or for a different kind of security, such as one that we have not issued, or for
other property, the rules governing that type of conversion, exercise or exchange will be described
in the applicable prospectus supplement.
Payments
We will pay interest, principal and other amounts payable with respect to the debt securities of
any series to the holders of record of those debt securities as of the record dates and otherwise
in the manner specified below or in the prospectus supplement for that series.
We will make payments on a global debt security in accordance with the applicable policies of the
depositary as in effect from time to time. Under those policies, we will pay directly to the
depositary, or its nominee, and not to any indirect owners who own beneficial interests in the
global debt security. An indirect owners right to receive those payments will be governed by the
rules and practices of the depositary and its participants.
We will make payments on a debt security in non-global, registered form as follows. We will pay
interest that is due on an interest payment date by check mailed on the interest payment date to
the holder at his or her address shown on the trustees records as of the close of business on the
regular record date. We will make all other payments by check at the paying agent described below,
against surrender of the debt security. All payments by check will be made in next-day fundsi.e.,
funds that become available on the day after the check is cashed.
Alternatively, if a non-global debt security has a face amount of at least $1,000,000 and the
holder asks us to do so, we will pay any amount that becomes due on the debt security by wire
transfer of immediately available funds to an account at a bank in New York City, on the due date.
To request wire payment, the holder must give the paying agent appropriate wire transfer
instructions at least five business days before the requested wire payment is due. In the case of
any interest payment due on an interest payment date, the instructions must be given by the person
or entity who is the holder on the relevant regular record date. In the case of any other payment,
payment will be made only after the debt security is surrendered to the paying agent. Any wire
instructions, once properly given, will remain in effect unless and until new instructions are
given in the manner described above.
Book-entry and other indirect owners should consult their banks or brokers for information on how
they will receive payments on their debt securities.
Paying Agents
We may appoint one or more financial institutions to act as our paying agents, at whose designated
offices debt securities in non-global entry form may be surrendered for payment at their maturity.
We call each of those offices a paying agent. We may add, replace or terminate paying agents from
time to time. We may also choose to act as our own paying agent. We will specify in the prospectus
supplement for your debt security the initial location of each paying agent for that debt security.
We must notify the trustee of changes in the paying agents.
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Notices
Notices to be given to holders of a global debt security will be given only to the depositary, in
accordance with its applicable policies as in effect from time to time. Notices to be given to
holders of debt securities not in global form will be sent by mail to the respective addresses of
the holders as they appear in the trustees records, and will be deemed given when mailed. Neither
the failure to give any notice to a particular holder, nor any defect in a notice given to a
particular holder, will affect the sufficiency of any notice given to another holder.
Book-entry and other indirect owners should consult their banks or brokers for information on how
they will receive notices.
Our Relationship with the Trustee
The prospectus supplement for your debt security will describe any material relationships we may
have with the trustee.
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DESCRIPTION OF CAPITAL STOCK
As of the date of this prospectus, we are authorized to issue up to 1,000,000,000 shares of common
stock, par value $0.10 per share, and 2,000,000 shares of preferred stock, par value $1.00 per
share.
The following summary is not complete and is not intended to give full effect to provisions of
statutory or common law. You should refer to the applicable provisions of the following documents:
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our restated certificate of incorporation, which is incorporated by reference to Exhibit 3.3 to
our Form 8-K dated May 21, 2009; |
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our by-laws, as amended and restated as of May 21, 2009, which are incorporated by reference to
Exhibit 3.4 to our Form 8-K dated May 21, 2009; and |
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the description of our common stock set forth in the registration statement on Form 8-A filed
with the SEC on September 3, 1986. |
Common Stock
Dividends. The holders of our common stock are entitled to receive dividends when, as and if
declared by our board of directors, out of funds legally available for their payment subject to the
rights of holders of preferred stock.
Voting Rights. The holders of our common stock are entitled to one vote per share on all matters
submitted to a vote of stockholders, and do not have cumulative voting rights except in limited
circumstances as described below under Anti-Takeover Provisions of Anadarkos Charter and
By-lawsCumulative Voting.
Rights Upon Liquidation. In the event of our voluntary or involuntary liquidation, dissolution or
winding up, the holders of our common stock will be entitled to share equally in any of our assets
available for distribution after the payment in full of all debts and distributions and after the
holders of all series of outstanding preferred stock have received their liquidation preferences in
full.
Listing. Our common stock is listed on the New York Stock Exchange under the symbol APC.
Transfer Agent and Registrar. The transfer agent and registrar for our common stock is BNY Mellon
Shareowner Services, P.O. Box 358016, Pittsburgh, Pennsylvania 15252-8016. Its phone number is
(888) 470-5786.
Miscellaneous. The outstanding shares of our common stock are fully paid and nonassessable. The
holders of our common stock are not entitled to preemptive or redemption rights. Shares of our
common stock are not convertible into shares of any other class of capital stock.
Preferred Stock
Our restated certificate of incorporation authorizes our board of directors, without further
stockholder action, to provide for the issuance of preferred stock in one or more series, and to
fix the designations, terms, and relative rights and preferences, including the dividend rate,
voting rights, conversion rights, redemption and sinking fund provisions and liquidation values of
each of these series. We may amend from time to time our restated certificate of incorporation to
increase the number of authorized shares of preferred stock. Any amendment like this would require
the approval of the holders of a majority of the outstanding shares. As of the date of this
prospectus, no shares of preferred stock have been reserved for issuance.
The following describes the general terms and provisions of the preferred stock that we may offer
by this prospectus. The applicable prospectus supplement will describe the specific terms of the
series of the preferred stock then offered, and the terms and provisions described in this section
will apply only to the extent not superseded by the terms of the applicable prospectus supplement.
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This section is only a summary of the preferred stock that we may offer. We urge you to read
carefully our restated certificate of incorporation and the certificate of designation we will file
in relation to an issue of any particular series of preferred stock. Additionally, any applicable
prospectus supplement will describe:
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the distinctive serial designation and the number of shares; |
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the dividend rate or rates, whether dividends shall be cumulative and, if so, from what date, the
payment date or dates for dividends, and any participating or other special rights with respect to
dividends; |
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any voting powers of the shares; |
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whether the shares will be redeemable and, if so, the price or prices at which, and the terms and
conditions on which, the shares may be redeemed; |
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the amount or amounts payable upon the shares in the event of voluntary or involuntary
liquidation, dissolution or winding up of us prior to any payment or distribution of our assets to
any class or classes of our stock ranking junior to the preferred stock; |
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whether the shares will be entitled to the benefit of a sinking or retirement fund and, if so
entitled, the amount of the fund and the manner of its application, including the price or prices
at which the shares may be redeemed or purchased through the application of the fund; |
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whether the shares will be convertible into, or exchangeable for, shares of any other class or of
any other exchangeable, the conversion price or prices, or the rates of exchange, and any
adjustments to the conversion price or rates of exchange at which the conversion or exchange may be
made, and any other terms and conditions of the conversion or exchange; and |
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any other preferences, privileges and powers, and relative, participating, optional, or other
special rights, and qualifications, limitations or restrictions, as our board of directors may deem
advisable and as shall not be inconsistent with the provisions of our restated certificate of
incorporation. |
The preferred stock, when issued, will be fully paid and non-assessable. Unless the applicable
prospectus supplement provides otherwise, the preferred stock will have no preemptive rights to
subscribe for any additional securities which may be issued by us in the future. The transfer agent
and registrar for the preferred stock will be specified in the applicable prospectus supplement.
Anti-Takeover Provisions of Anadarkos Charter and By-laws
Our restated certificate of incorporation and by-laws contain certain provisions that could
discourage potential takeover attempts and make it more difficult for our stockholders to change
management or receive a premium for their shares.
Stockholder Action by Written Consent; Special Meetings of Stockholders. Our restated certificate
of incorporation provides that any action required or permitted to be taken by our stockholders may
only be effected at a duly called annual or special meeting of the stockholders, and may not be
taken by written consent of the stockholders. Under our by-laws, special meetings of stockholders
may only be called by a majority of our board, our chairman of the board, our chief executive
officer or our president.
Advance Notice Procedures for Director Nominations and Stockholder Proposals. Our by-laws provide
the manner in which stockholders may give notice of director nominations and other business to be
brought before an annual meeting. In general, to nominate a director or bring a matter before an
annual meeting, a stockholder must give written notice to Anadarkos Secretary not less than 90
days and not more than 120 days prior to the first anniversary date of the immediately preceding
annual meeting. If the date of the annual meeting is more than 30 days before or more than 60 days
after the anniversary date of the preceding annual meeting, the stockholder notice must be received
not earlier than the 120th day prior to the annual meeting and not later than
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the close of business on the later of (i) the 90th day prior to the annual meeting or
(ii) if the first public announcement of the date of the annual meeting is less than 100 days prior
to the date of the annual meeting, the 10th day following the day on which Anadarko
publicly announces the date of the annual meeting. The stockholder notice must also include
specific information regarding the stockholder and the director nominee or business to be brought
before the annual meeting, as described in our by-laws. The advance notice procedures for director
nominations and stockholder proposals set forth in our by-laws are in addition to those set forth
in the regulations adopted by the SEC under the Securities Exchange Act of 1934, as amended.
Board Classification and Director Removal. At the 2009 Annual Meeting of Stockholders, our
stockholders approved certain amendments to our then-existing restated certificate of
incorporation. These amendments provided for, among other things, the phased elimination over three
years of our classified board and the annual election of our directors beginning in 2012. Until our
board is declassified, our directors may be removed only for cause, and after that time, may be
removed with or without cause, in each case with the approval of the holders of a majority of the
shares then entitled to vote at an election of directors. Vacancies resulting from any increase in
the number of directors or from death, resignation, disqualification, removal or other cause may be
filled by a majority of the directors then in office, even if less than a quorum, or by a sole
remaining director.
Fair Price Provision. Our restated certificate of incorporation requires that business
combinations, which term is defined to include certain mergers, asset sales, security issuances,
recapitalizations and liquidations, with an interested person or affiliate or associate of an
interested person be approved by the affirmative vote of not less than 80% of our voting stock. For
purposes of our restated certificate of incorporation, an interested person is any person who
beneficially owns 5% or more of the outstanding shares of our voting stock or who, at any time
within the two-year period immediately prior to the date in question, beneficially owned 5% or more
of the then-outstanding shares of our voting stock. The supermajority voting requirement for
business combinations does not apply if: (i) a majority of the directors who are unaffiliated with
the interested stockholder and who were in office before the interested stockholder became an
interested stockholder approve the transaction or (ii) specified fair price, form of consideration
and other conditions are met.
Cumulative Voting. Directors will be elected by cumulative voting in any election on or after the
date on which any 30% stockholder becomes a 30% stockholder, and until the time as no 30%
stockholder exists. A 30% stockholder is defined in our restated certificate of incorporation as
any person who beneficially owns 30% or more of the outstanding shares of our voting stock or who,
at any time within the two-year period immediately prior to the date in question, beneficially
owned 30% or more of the then-outstanding shares of our voting stock.
Amendment of Charter. Amendments to our restated certificate of incorporation generally must be
approved by our board and by a majority of our outstanding stock entitled to vote on the amendment,
and, if applicable, by a majority of the outstanding stock of each class entitled to vote on the
amendment as a class. However, the affirmative vote of not less than 80% of the votes entitled to
be cast by the holders of the then-outstanding shares of voting stock is required to amend or
repeal provisions of our restated certificate of incorporation relating to (i) the elimination of
our classified board, (ii) the limitation or elimination of directors liability to us and our
stockholders, (iii) business combinations with interested stockholders as described above,
(iv) prohibition of stockholder action by written consent and special meetings of stockholders and
(v) the supermajority voting requirement to amend certain provisions of our restated certificate of
incorporation.
Preferred Stock Issuances. In the event of a proposed merger or tender offer, proxy contest or
other attempt to gain control of us which is not approved by our board of directors, it would be
possible for our board of directors to authorize the issuance of one or more series of preferred
stock with voting rights or other rights and preferences which would impede the success of the
proposed merger, tender offer, proxy contest or other attempt to gain control of us. This authority
may be limited by applicable law, our restated certificate of incorporation and the applicable
rules of the stock exchanges upon which our common stock is listed. The consent of the holders of
our common stock would not be required for any issuance of preferred stock in these situations.
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Delaware Anti-Takeover Law
We are subject to Section 203 of the General Corporation Law of the State of Delaware, or the
DGCL, an anti-takeover law. In general, the statute prohibits a publicly held Delaware
corporation from engaging in a business combination with an interested stockholder for a period
of three years after the date of the transaction in which the person became an interested
stockholder. A business combination includes a merger, sale of 10% or more of a corporations
assets and certain other transactions resulting in a financial benefit to the interested
stockholder. For purposes of Section 203, an interested stockholder is defined to include any
person that is:
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the owner of 15% or more of the outstanding voting stock of the corporation; |
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an affiliate or associate of the corporation and was the owner of 15% or more of the
corporations voting stock outstanding, at any time within three years immediately before the
relevant date; and |
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an affiliate or associate of the persons described in the foregoing bullet points. |
However, the above provisions of Section 203 do not apply if:
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the corporations board approves the transaction that resulted in the stockholder an interested
stockholder before the date of that transaction; |
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after the completion of the transaction that resulted in the stockholder becoming an interested
stockholder, that stockholder owned at least 85% of the corporations voting stock outstanding at
the time the transaction commenced, excluding shares owned by the corporations officers and
directors; or |
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on or subsequent to the date of the transaction, the business combination is approved by the
corporations board and authorized at a meeting of the corporations stockholders by an affirmative
vote of at least two-thirds of the outstanding voting stock not owned by the interested
stockholder. |
Stockholders may, by adopting an amendment to the corporations certificate of incorporation or
by-laws, elect for the corporation not to be governed by Section 203, which amendment will
generally be effective 12 months after adoption. Neither our restated certificate of incorporation
nor our by-laws exempts us from the restrictions imposed under Section 203. It is anticipated that
the provisions of Section 203 may encourage companies interested in acquiring us to negotiate in
advance with our board.
Limitation of Liability; Indemnification
Our restated certificate of incorporation contains certain provisions permitted under the DGCL
relating to the liability of directors. These provisions eliminate a directors personal liability
for monetary damages resulting from a breach of fiduciary duty, except that a director will be
personally liable:
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for any breach of the directors duty of loyalty to us or our stockholders; |
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for acts or omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; |
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under Section 174 of the DGCL relating to unlawful stock repurchases or dividends; and |
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for any transaction from which the director derives an improper personal benefit. |
These provisions do not limit or eliminate our rights or those of any stockholder to seek
non-monetary relief, such as an injunction or rescission, in the event of a breach of a directors
fiduciary duty. These provisions will not alter a directors liability under federal securities
laws.
Our by-laws also provide that we must indemnify our directors and officers to the fullest extent
permitted by Delaware law and that we must advance expenses, as incurred, to our directors and
officers in connection with a legal proceeding to the fullest extent permitted by Delaware law,
subject to very limited exceptions.
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DESCRIPTION OF DEPOSITARY SHARES
We may offer fractional shares of preferred stock, rather than full shares of preferred stock. If
we decide to offer fractional shares of preferred stock, we will issue receipts for depositary
shares. Each depositary share will represent a fraction of a share of a particular series of
preferred stock. An accompanying prospectus supplement will indicate that fraction. The shares of
preferred stock represented by depositary shares will be deposited under a depositary agreement
between us and a depositary that is a bank or trust company that meets certain requirements and is
selected by us. Each owner of a depositary share will be entitled to all of the rights and
preferences of the preferred stock represented by the depositary share. The depositary shares will
be evidenced by depositary receipts issued pursuant to the depositary agreement. Depositary
receipts will be distributed to those persons purchasing the fractional shares of preferred stock
in accordance with the terms of the offering.
We have summarized selected provisions of the depositary agreement and the depositary receipts. The
form of the depositary agreement and the depositary receipts relating to any particular issue of
depositary shares will be filed with the SEC in connection with any offering of depositary shares,
and you should read those documents for the full legal text of the matters described in this
section and in the prospectus supplement relating to the issue and for provisions that may be
important to you. See Where You Can Find More Information above for information on how to obtain
copies of these documents.
The particular terms of any issue of depositary shares will be described in the prospectus
supplement relating to the issue. Those terms may vary from the terms described in this section. As
you read this section, please remember that the specific terms of your depositary shares as
described in your prospectus supplement will supplement and, if applicable, may modify or replace
the general terms described in this section. If there are any differences between your prospectus
supplement and this prospectus, your prospectus supplement will control. Thus, the statements we
make in this section may not apply to your depositary shares.
Dividends and Other Distributions
If we pay a cash distribution or dividend on a series of preferred stock represented by depositary
shares, the depositary will distribute such dividends to the record holders of such depositary
shares. If the distributions are in property other than cash, the depositary will distribute the
property to the record holders of the depositary shares. If, however, the depositary determines
that it is not feasible to make the distribution of property, the depositary may, with our
approval, sell such property and distribute the net proceeds from such sale to the holders of the
preferred stock.
Redemption of Depositary Shares
If we redeem a series of preferred stock represented by depositary shares, the depositary will
redeem the depositary shares from the proceeds received by the depositary in connection with the
redemption. The redemption price per depositary share will equal the applicable fraction of the
redemption price per share of the preferred stock. If fewer than all the depositary shares are
redeemed, the depositary shares to be redeemed will be selected by lot or pro rata as the
depositary may determine.
Voting the Preferred Stock
Upon receipt of notice of any meeting at which the holders of the preferred stock represented by
depositary shares are entitled to vote, the depositary will mail the notice to the record holders
of the depositary shares relating to such preferred stock. Each record holder of these depositary
shares on the record date, which will be the same date as the record date for the preferred stock,
may instruct the depositary as to how to vote the preferred stock represented by such holders
depositary shares. The depositary will endeavor, insofar as practicable, to vote the amount of the
preferred stock represented by such depositary shares in accordance with such instructions, and we
will take all action that the depositary deems necessary in order to enable the depositary to do
so. The depositary will abstain from voting shares of the preferred stock to the extent it does not
receive specific instructions from the holders of depositary shares representing such preferred
stock.
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Amendment and Termination of the Depositary Agreement
The form of depositary receipt evidencing the depositary shares and any provision of the depositary
agreement may be amended by agreement between the depositary and us. Any amendment that materially
and adversely alters the rights of the holders of depositary shares will not, however, be effective
unless such amendment has been approved by the holders of at least a majority of the depositary
shares then outstanding. The depositary agreement may be terminated by the depositary or us only if
(a) all outstanding depositary shares have been redeemed or (b) there has been a final distribution
in respect of the preferred stock in connection with any liquidation, dissolution or winding up of
our company and such distribution has been distributed to the holders of depositary receipts.
Charges of Depositary
We will pay all transfer and other taxes and governmental charges arising solely from the existence
of the depositary arrangements. We will pay charges of the depositary in connection with the
initial deposit of the preferred stock and any redemption of the preferred stock. Holders of
depositary receipts will pay other taxes (including transfer taxes) and governmental charges and
any other charges, including a fee for the withdrawal of shares of preferred stock upon surrender
of depositary receipts, as are expressly provided in the depositary agreement to be at the expense
of those holders.
Withdrawal of Preferred Stock
Upon surrender of depositary receipts at the principal office of the depositary, subject to the
terms of the depositary agreement, the owner of the depositary shares may demand delivery of the
number of whole shares of preferred stock and all money and other property, if any, represented by
those depositary shares. Partial shares of preferred stock will not be issued. If the depositary
receipts delivered by the holder evidence a number of depositary shares in excess of the number of
whole shares of preferred stock to be withdrawn, the depositary will deliver to such holder at the
same time a new depositary receipt evidencing the excess number of depositary shares. Holders of
preferred stock thus withdrawn may not thereafter deposit those shares under the depositary
agreement or receive depositary receipts evidencing depositary shares therefor.
Miscellaneous
The depositary will forward to holders of depositary receipts all reports and communications from
us that are delivered to the depositary and that we are required to furnish to the holders of the
preferred stock.
Neither we nor the depositary will be liable if we are prevented or delayed by law or any
circumstance beyond our control in performing our obligations under the depositary agreement. The
obligations of the depositary and us under the depositary agreement will be limited to performance
in good faith of our duties thereunder, and we will not be obligated to prosecute or defend any
legal proceeding in respect of any depositary shares or preferred stock unless satisfactory
indemnity is furnished. We may rely upon written advice of counsel or accountants, or upon
information provided by persons presenting preferred stock for deposit, holders of depositary
receipts or other persons believed to be competent and on documents believed to be genuine.
Resignation and Removal of Depositary
The depositary may resign at any time by delivering notice to us of its election to do so, and we
may at any time remove the depositary. Any such resignation or removal will take effect upon the
appointment of a successor depositary and its acceptance of such appointment. Such successor
depositary must be appointed within 60 days after delivery of the notice of resignation or removal
and must be a bank or trust company having its principal office in the United States and meeting
certain combined capital surplus requirements.
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LEGAL MATTERS
Unless otherwise indicated in the applicable prospectus supplement, the validity of the securities
offered under this prospectus will be passed upon for us by Akin Gump Strauss Hauer & Feld LLP.
Additional legal matters may be passed on for us, or any underwriters, dealers or agents, by
counsel we will name in the applicable prospectus supplement.
EXPERTS
The consolidated financial statements of Anadarko Petroleum Corporation and subsidiaries as of
December 31, 2008 and 2007, and for each of the years in the three-year period ended December 31,
2008, and managements assessment of the effectiveness of internal control over financial reporting
as of December 31, 2008 have been incorporated by reference herein in reliance upon the reports of
KPMG LLP, independent registered public accounting firm, incorporated by reference herein, and upon
the authority of said firm as experts in accounting and auditing.
Certain information with respect to the oil and gas reserves associated with Anadarkos oil and gas
prospects is confirmed in the procedures and methods review letter of Miller and Lents, Ltd., an
independent petroleum consulting firm, and has been incorporated by reference into this document,
upon the authority of said firm as experts with respect to the matters covered by such procedures
and methods review letter and in giving such procedures and methods review letter.
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