Item 1.01 Entry into a Material Definitive Agreement.
On June 5, 2019, Apache Corporation, a Delaware corporation (the “Company”), entered into an Underwriting Agreement (the “Underwriting Agreement”) among the Company, Citigroup Global Markets Inc., HSBC Securities (USA) Inc., TD Securities (USA) LLC, and Wells Fargo Securities, LLC, as representatives of the underwriters named therein (the “Underwriters”), with respect to the sale and purchase of $600,000,000 aggregate principal amount of the Company’s 4.250% Notes due 2030 (the “2030 Notes”) and $400,000,000 aggregate principal amount of the Company’s 5.350% Notes due 2049 (the “2049 Notes” and, together with the 2030 Notes, the “Notes”). The offering of Notes to be sold pursuant to the Underwriting Agreement has been registered under the Company’s registration statement on FormS-3 (FileNo. 333-219345), which became effective on July 19, 2017, as amended by a post-effective amendment which became effective on August 14, 2018. Closing of the sale of the Notes is expected to occur on June 19, 2019, subject to satisfaction of customary closing conditions. Net proceeds from the sale of the Notes, after deducting underwriting discounts and estimated offering expenses, are expected to be approximately $986.7 million.
The terms of the Notes will be governed by the Indenture, dated as of August 14, 2018, between the Company and Wells Fargo Bank, National Association, as trustee.
The Underwriting Agreement includes customary representations, warranties, and covenants by the Company. It also provides for customary indemnification by each of the Company and the respective Underwriters against certain liabilities arising out of or in connection with sale of the Notes, and for customary contribution provisions in respect of those liabilities.
The foregoing summary of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 to this report and incorporated herein by reference.
The Underwriting Agreement has been filed with this report to provide investors and securityholders with information regarding its terms and is not intended to provide any other factual information about the Company. Representations, warranties, and covenants in the Underwriting Agreement were made only for purposes of the Underwriting Agreement, were solely for the benefit of the parties to the Underwriting Agreement, and may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosures exchanged between the parties in connection with the execution of the Underwriting Agreement. Representations and warranties in the Underwriting Agreement may have been made as of specific dates and for purposes of allocating contractual risk between the parties instead of establishing matters as facts, and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors. Investors are not third-party beneficiaries under the Underwriting Agreement and should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the Company or any of its subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Underwriting Agreement, which subsequent information may or may not be fully reflected in the Company’s public disclosures.
