19 Aug 2019listing compliance notice▼ BadMajor
ANADARKO PETROLEUM CORP terminated the registration of a class of securities, ending its reporting obligation for them.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
9 Aug 2019listing compliance notice● NeutralMajor
ANADARKO PETROLEUM CORP's exchange filed to remove a class of its securities from listing.
8 Aug 2019business combination▲ GoodMajor
The Occidental merger closed on August 8, 2019, and Anadarko is now an indirect wholly owned Occidental subsidiary. Stockholders had approved it that day (374.8m for, 1.27m against). Each Anadarko share became $59.00 cash plus 0.2934 of an Occidental share, and the stock stops trading on the NYSE before the open on August 9. Anadarko ended its $3.0bn JPMorgan revolver with no loans outstanding, all directors and officers left their roles, and a Form 15 is expected to end its reporting. Holders rejected the advisory merger-related executive pay vote (106.4m for, 267.3m against), though it was non-binding. This resolves the pending merger thread (the Chevron deal having been terminated).
29 July 2019business combination● Neutral
Anadarko disclosed a stockholder class action filed July 23, 2019 in Delaware federal court (Thompson v. Anadarko) alleging inadequate proxy disclosures about the Occidental merger. Anadarko says the claims lack merit but added extra proxy disclosures (adviser valuation details and management forecasts) to moot them. The merger terms are unchanged.
11 July 2019business combination▲ GoodMajor
Anadarko sent stockholders its final proxy statement for the Occidental merger ($59.00 cash plus 0.2934 Occidental share per Anadarko share), with a special meeting set for August 8, 2019 and a July 11 record date. Based on Occidental's July 8 price the offer was worth about $73.46 per share, roughly 57% above Anadarko's April 11 close (before the Chevron deal) and about 3% below its May 8 close. The board unanimously recommends a vote in favour, and former Anadarko holders would own about 16% of Occidental. Approval needs a majority of outstanding shares.
10 May 2019business combination▲ GoodMajor
On May 9, 2019 Anadarko ended its April 11 Chevron merger agreement, paid Chevron a $1 billion termination fee, and signed a new merger agreement with Occidental. Each Anadarko share would become $59.00 in cash plus 0.2934 of an Occidental share. This replaces the Chevron deal (which was $16.25 cash plus 0.3869 Chevron shares). The deal still needs Anadarko stockholder approval, US antitrust clearance, an effective Occidental S-4 and NYSE listing, with an outside date of February 9, 2020 (May 9, 2020 for antitrust). Anadarko would owe Occidental a $1 billion fee in certain cases, and Occidental would reimburse the Chevron fee if Anadarko terminates over an uncured Occidental breach. Gwin, Fink and McMillian were each approved for $1 million transaction bonuses.
17 Apr 2019business combination▲ GoodMajor
This filing gives the terms of the April 11, 2019 merger agreement with Chevron: each Anadarko share converts into $16.25 in cash plus 0.3869 of a Chevron share, with Anadarko becoming a Chevron subsidiary. It still needs Anadarko stockholder approval and U.S. antitrust clearance; either side can end it if it is not done by January 11, 2020 (extendable to April 11, 2020 for antitrust), and Anadarko would owe a $1 billion fee in certain cases such as accepting a superior proposal. The board also raised executive severance and change-of-control protections, adopted a Delaware forum-selection by-law and postponed the May 14, 2019 annual meeting. The deal is pending, so shareholders have not yet been bought out.
12 Apr 2019business combination▲ GoodMajor
On April 11, 2019, Anadarko agreed to be acquired by Chevron; the press release says Anadarko shareholders get 0.3869 Chevron shares plus $16.25 in cash per Anadarko share, valued at $65 per share, or $33 billion in total. The deal is not yet complete: the filing only attaches the press release, an investor presentation and an email to employees, and the full terms come in the separate merger-agreement filing.
27 Dec 2018debt financing● Neutral
On December 20, 2018, Anadarko amended its five-year JPMorgan-led revolver, extending maturity from January 23, 2022 to January 23, 2023 and adding two one-year extension options. Lender commitments were also reallocated between existing lenders and a new lender. This continues the pattern of extending the facility seen in earlier years.
9 Nov 2018business combination● NeutralMajor
On November 7, 2018, Anadarko and its Western Gas affiliates agreed a deal in which Western Gas Partners (WES) would merge into Western Gas Equity Partners (WGP), with each WES unit converted into 1.525 WGP units. Anadarko subsidiaries would also contribute midstream assets to WES for $1.814 billion in cash (less an intercompany note) plus 45,760,201 WES units, and Anadarko would sell its Saddlehorn and Panola pipeline interests to WES for $193.9 million cash. Anadarko held 77.8% of WGP, so this reorganises its stake in the midstream subsidiaries it has owned alongside the parent; it needs WES unitholder approval and other conditions, and can be terminated if not completed by June 30, 2019.
7 June 2018listing compliance notice● NeutralMajor
ANADARKO PETROLEUM CORP's exchange filed to remove a class of its securities from listing.
16 Jan 2018debt financing● Neutral
On January 12, 2018, Anadarko amended its two JPMorgan-led credit facilities. The five-year revolver's maturity moved from January 23, 2021 to January 23, 2022, and the 364-day facility's maturity moved from January 12, 2018 to January 11, 2019, continuing the yearly renewal noted earlier. Lender commitments were also reallocated among continuing, exiting and new lenders; the filing gives no amounts drawn.
10 Oct 2017drilling progress report● Neutral
On October 9, 2017, an Anadarko subsidiary signed three exploration license agreements with Peru's government covering 4.7 million acres on three deepwater blocks in the Trujillo Basin offshore Peru. The seven-year exploration phase is split into three periods; in the first (2 years) the company expects to spend about $5 million on reprocessing existing seismic data and taking sea-floor piston cores, with decision points to continue or not afterwards.
20 Jan 2017debt financing● Neutral
On January 13, 2017 Anadarko amended its $2.0 billion 364-day revolving credit agreement, extending its maturity from January 18, 2017 to January 12, 2018, adding European Union bail-in language and reflecting reallocated lender commitments. This continues the yearly renewal of the facility first replaced in January 2016.
16 Sept 2016material agreement● NeutralMajor
On September 12, 2016 Anadarko agreed to sell 35,250,000 common shares through J.P. Morgan, and the underwriter took 5,287,500 more, for 40,537,500 shares and expected net proceeds of about $2,157.3 million. The money is to fund the net purchase price of certain deepwater Gulf of Mexico oil and gas property interests, with the remainder for general corporate purposes. If the acquisition does not close, all proceeds go to general purposes. This increases the share count, diluting existing holders.
17 Mar 2016debt financing● NeutralMajor
Anadarko sold $3.0 billion of senior notes (closed March 17, 2016): $800 million 4.85% due 2021, $1.1 billion 5.55% due 2026 and $1.1 billion 6.60% due 2046. The proceeds are meant to refinance the 5.95% notes due September 2016 and part of the 6.375% notes due September 2017, with general corporate purposes in the interim. This is the refinancing of the 2017 notes issued in 2010.
25 Jan 2016debt financing● Neutral
On January 19, 2016 Anadarko signed a new $2.0 billion 364-day unsecured revolving credit agreement maturing January 18, 2017, replacing the 364-day facility from June 2014 that was due to mature January 22, 2016. Terms are substantially similar, with no termination penalties and a maximum debt-to-capitalization covenant of 65%.
18 Dec 2015debt financing● Neutral
Effective December 14, 2015 Anadarko extended the maturity of its $3.0 billion five-year unsecured credit facility from January 23, 2020 to January 23, 2021, along with administrative changes to swingline loans. The same filing also furnished a press release with guidance on the rest of 2015, whose contents are not in the text provided.
10 June 2015debt financing● NeutralMajor
On June 10, 2015 Anadarko completed the sale of 8,000,000 7.50% tangible equity units at $50 each, with underwriters holding a 30-day option for 1,200,000 more. Each unit combines a contract to deliver Western Gas Equity Partners (WGP) common units by June 7, 2018 (Anadarko may deliver its own stock instead) and a 1.50% note that pays quarterly cash installments. Proceeds are for general corporate purposes. CEO Al Walker bought about $125,000 stated amount of units. Because Anadarko can choose to settle in its own stock, shareholders could be diluted (inference).
9 June 2015listing compliance notice▲ GoodMajor
the New York Stock Exchange certified ANADARKO PETROLEUM CORP's securities for listing, clearing them to begin trading.
23 Jan 2015material agreement termination▲ GoodMajor
The Tronox settlement became final on January 21, 2015 and Anadarko paid the settlement proceeds on January 23, 2015. That met the conditions for the 2014 unsecured credit facilities ($3.0 billion five-year and $2.0 billion 364-day), and the company terminated its $5.0 billion secured revolver from 2010 with all liens released and no prepayment penalties. This resolves the Tronox litigation and the credit-facility conditions open since 2014. The filing does not state the payment amount in this document; the settlement was previously set at $5.15 billion.
21 Jan 2015debt financing● Neutral
On January 15, 2015 Anadarko signed dealer agreements for a $3.0 billion commercial paper program, which lets it sell unsecured short-term notes of up to 397 days. Proceeds may be used for general corporate purposes, and no notes had been issued as of the filing.
19 Nov 2014debt financing● Neutral
On November 14, 2014 Anadarko amended both its $3.0 billion five-year and $2.0 billion 364-day unsecured credit facilities, pushing the deadline for meeting the conditions to start borrowing from December 1, 2014 to April 1, 2015. This continues the thread from the June 2014 facilities: the Tronox payment and the release of the $5.0 billion secured facility had not happened yet, and the filing gives no reason for the extension (inference: more time was needed for the Tronox settlement to become final).
7 July 2014debt financing● NeutralMajor
Anadarko completed a $1.25 billion senior notes offering on July 7, 2014: $625 million of 3.45% notes due 2024 and $625 million of 4.50% notes due 2044. The proceeds are for general corporate purposes; the filing does not tie them to the Tronox settlement.
23 June 2014debt financing● NeutralMajor
On June 17, 2014 Anadarko signed two new unsecured credit facilities: a $3.0 billion five-year facility (expandable to $4.0 billion) and a $2.0 billion 364-day facility. They become available only once the Tronox settlement is court-approved and paid, and the $5.0 billion secured facility from 2010 is repaid and released. The conditions must be met by December 1, 2014 or the commitments end. This is the financing that sits behind the Tronox settlement.
3 Apr 2014material agreement▼ BadMajor
Anadarko and its Kerr-McGee subsidiary settled the Tronox Adversary Proceeding, the lawsuit over alleged actions by Kerr-McGee before Anadarko acquired it in 2006, agreeing to pay $5.15 billion (about $3.981 billion principal plus 6% interest from May 2009, plus further interest until payment). The deal still needs court approval and an injunction against similar third-party claims, with payment expected before the end of the third quarter of 2014. The company expects a net tax benefit of about $550 million.
17 Oct 2011debt financing● NeutralMajor
Anadarko settled with BP over the Deepwater Horizon (Macondo) oil spill: it will pay BP $4.0 billion in cash within 45 days and hand over its 25% interest in Mississippi Canyon block 252. In return BP drops about $6.1 billion of invoices and future cost claims and indemnifies Anadarko for certain damage claims, guaranteed by BP Corporation North America and, if its net worth falls, BP plc. Fines, penalties and punitive damages are not covered, though Anadarko says it does not see them as a material risk. Payment is to come from cash and the $5.0 billion credit facility, with a possible sale of its Brazilian subsidiary planned to repay borrowings.
8 Sept 2010debt financing● NeutralMajor
On September 2, 2010 Anadarko signed a new $5.0 billion, five-year senior secured revolving credit facility maturing September 2, 2015, led by JPMorgan Chase. It replaced the existing undrawn $1.3 billion revolver, which was retired. Nothing is borrowed under it. The loan is secured by certain U.S. exploration and production assets and 65% of the stock of certain foreign subsidiaries, and carries leverage, current-ratio and collateral-coverage covenants.
12 Aug 2010material agreement● NeutralMajor
Anadarko agreed with a group of underwriters to sell $2.0 billion of 6.375% senior notes due 2017, expected to close August 12, 2010. This is the offering whose prospectus and pricing papers were filed earlier in the week. The company says it will use the proceeds to repay about $1.3 billion of debt due December 2012 and for general corporate purposes, including refinancing other near-term debt maturities.