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): September 26, 2008
Apache Corporation
(Exact name of registrant as specified in its charter)
| |
|
|
|
|
| Delaware
|
|
1-4300
|
|
41-0747868 |
(State or other jurisdiction of
incorporation)
|
|
(Commission
File Number)
|
|
(IRS Employer
Identification No.) |
2000 Post Oak Boulevard
Suite 100
Houston, Texas 77056-4400
(Address of principal executive offices)
Registrant’s telephone number, including area code: (713) 296-6000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
| o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
| |
| o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
Item 1.01 Entry into a Material Definitive Agreement.
Underwriting Agreement
On September 26, 2008, Apache Corporation (“Apache”) entered into a Terms Agreement (the
“Terms Agreement” and together with the Apache Corporation—Debt Securities—Underwriting Agreement
Basic Terms incorporated therein, the “Underwriting Agreement”) with Goldman, Sachs & Co. and J.P.
Morgan Securities Inc., as the representatives of the several underwriters named therein (the
“Underwriters”), for the purchase and sale of $400,000,000 principal amount of 6.000% notes due
2013 (the “2013 Notes”) and $400,000,000 principal amount of 6.900% notes due 2018 (the “2018
Notes” and together with the 2013 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 Apache
Corporation—Debt Securities—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 October 1, 2008, Apache completed a public offering (the “Offering”) of the Notes. Apache
registered the sale of the Notes with the Securities and Exchange Commission (the “Commission”)
pursuant to a Registration Statement on Form S-3 (Registration No. 333-141867), which became
automatically effective on April 4, 2007. The net proceeds from the Offering of approximately $790
million, after deducting underwriting discounts and estimated offering expenses, will be used for
general corporate purposes.
The terms of each of the 2013 Notes and the 2018 Notes are governed by the Indenture, dated as
of February 15, 1996, between Apache and The Bank of New York Mellon Trust Company, N.A. (formerly
known as The Bank of New York Trust Company, N.A., as successor-in-interest to JP Morgan Chase
Bank, N.A., formerly known as The Chase Manhattan Bank), as trustee (the “Trustee”), as
supplemented by the First Supplemental Indenture, dated November 5, 1996, between Apache and the
Trustee.
The form of the 2013 Note is filed herewith as Exhibit 4.1 and is incorporated herein by
reference. The form of the 2018 Note is filed herewith as Exhibit 4.2 and is incorporated herein
by reference.
Relationships
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 us, for which they received or will receive customary fees and expenses.