UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): March 10, 2010 (March 9, 2010)
ANADARKO PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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1-8968
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76-0146568 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
1201 Lake Robbins Drive
The Woodlands, Texas 77380-1046
(Address of principal executive offices including Zip Code)
(832) 636-1000
(Registrants telephone number, including area code)
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.
On March 9, 2010, Anadarko Petroleum Corporation (the Company) entered into a Terms
Agreement, dated as of March 9, 2010 (including the Underwriting Agreement (Standard Provisions)
dated March 2010 of the Company incorporated therein by reference, the Terms Agreement), among
the Company and UBS Securities LLC, Goldman, Sachs & Co., Citigroup Global Markets Inc., Credit
Suisse Securities (USA) LLC, Deutsche Bank Securities Inc., and Morgan Stanley & Co. Incorporated,
as representatives of the several underwriters (collectively, the Underwriters). The Terms
Agreement contains customary representations, warranties and agreements by the Company and
customary conditions to closing, indemnification obligations of the Company and the Underwriters,
including for liabilities under the Securities Act of 1933, as amended, other obligations of the
parties and termination provisions. The foregoing description of the Terms Agreement does not
purport to be complete and is qualified in its entirety by reference to the full text of the Terms
Agreement, which is filed as Exhibit 1.1 hereto and incorporated by reference herein.
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 the
Company and its 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.
On March 9, 2010, the Company issued a press release announcing the pricing of a registered
offering of $750 million 6.200% Senior Notes due 2040. A copy of the press release is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
On March 9, 2010, the Company issued a press release announcing that it has commenced a cash
tender offer for up to $1 billion in aggregate principal amount of certain series of its
outstanding debt. A copy of this press release is attached hereto as Exhibit 99.2 and is
incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
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Exhibit |
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No. |
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Document |
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1.1 |
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Terms Agreement (including the Underwriting Agreement (Standard
Provisions) dated March 2010 of Anadarko Petroleum Corporation
incorporated therein by reference), dated March 9, 2010, among
Anadarko Petroleum Corporation and UBS Securities LLC, Goldman,
Sachs & Co., Citigroup Global Markets Inc., Credit Suisse
Securities (USA) LLC, Deutsche Bank Securities Inc., and Morgan
Stanley & Co. Incorporated, as representatives of the several
underwriters named therein. |
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99.1 |
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Company Press Release, dated March 9, 2010, regarding the pricing
of the notes offering. |
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99.2 |
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Company Press Release, dated March 9, 2010, regarding the
commencement of the tender offer. |