UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 23, 2007
Apache Corporation
(Exact name of registrant as specified in its charter)
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| Delaware
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1-4300
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41-0747868 |
| (State or other jurisdiction of
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(Commission
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(IRS Employer |
| incorporation)
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File Number)
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Identification No.) |
2000 Post Oak Boulevard
Suite 100
Houston, Texas 77056-4400
(Address of principal executive offices)
Registrant’s telephone number, including area code: (713) 296-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On January 23, 2007, Apache Corporation (“Apache”) entered into a Terms Agreement (and
together with the Underwriting Agreement Basic Terms incorporated therein, the “Underwriting
Agreement”) with Banc of America Securities LLC and J.P. Morgan Securities Inc. (the
“Underwriters”), for the purchase and sale of (i) $500,000,000 aggregate principal amount of 5.625%
notes due 2017 (the “2017 Notes”) and (ii) $1,000,000,000 aggregate principal amount of 6.000%
notes due 2037 (the “2037 Notes” and collectively with the 2017 Notes, the “Notes”).
The Underwriting Agreement contains customary representations, warranties and agreements by
Apache, and customary conditions to closing, indemnification obligations of Apache and the
Underwriters, including for liabilities under the Securities Act of 1933, other obligations of the
parties and termination provisions. The foregoing description of the Underwriting Agreement is
qualified in its entirety by reference to the Terms Agreement (including the Underwriting Agreement
Basic Terms attached thereto as Annex A), a copy of which is filed herewith as Exhibit 1.1 and is
incorporated herein by reference.
Notes
On January 26, 2007, Apache completed a public offering (the “Offering”) of the Notes. Apache
registered the sale of the Notes with the Securities and Exchange Commission (the “Commission”)
pursuant to a Registration Statement on Form S-3 (Registration No. 333-105536), as amended and
declared effective by the Commission on January 30, 2004. The net proceeds from the Offering of
approximately $1.481 billion, after deducting underwriting discounts and commissions and expenses
but before offering expenses, were used to repay a portion of our outstanding commercial paper,
which was incurred to finance in part acquisitions made by us in 2006, as described in our
quarterly report on Form 10-Q for the quarter ended September 30, 2006, and for general corporate
purposes. This repayment will reduce the principal amount of our outstanding commercial paper to
approximately $220 million. As of January 19, 2007, we had approximately $1.7 billion in principal
amount of commercial paper bearing interest at an average weighted rate of 5.37 percent per annum.
The terms of the Notes are governed by the Indenture, dated as of February 15, 1996, between
Apache and The Bank of New York Trust Company, N.A. (as successor-in-interest to JP Morgan Chase
Bank, N.A., formerly known as Chemical Bank), as trustee, as supplemented by the First Supplemental
Indenture dated November 5, 1996.
The forms of the 2017 Notes and the 2037 Notes are filed herewith as Exhibits 4.1 and 4.2,
respectively, and are incorporated herein by reference.
Relationships
The Underwriters and certain of their affiliates have provided from time to time, and may
provide in the future, investment and commercial banking and financial advisory services to us and
our affiliates in the ordinary course of business, for which they have received and may continue to
receive customary fees and commissions.
Item 8.01 Other Events.
Apache’s press release relating to the Notes is filed herewith as Exhibit 99.1 and is
incorporated herein by reference.