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 Earliest Event Reported: September 2, 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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(IRS 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 September 2, 2010, Anadarko Petroleum Corporation (Anadarko) entered into a revolving
credit agreement (the Credit Agreement) among Anadarko as the borrower, JPMorgan Chase Bank,
N.A., as the administrative agent, Bank of America, N.A., DnB Nor Bank ASA, The Royal Bank of
Scotland plc, Société Générale, and Wells Fargo Bank, N.A., as syndication agents, and the several
lenders party thereto, providing for a five-year senior secured revolving credit facility (the
Revolving Credit Facility). The aggregate initial commitments of the lenders under the Revolving
Credit Facility are $5.0 billion. The Revolving Credit Facility matures on September 2, 2015, and
borrowings under the Revolving Credit Facility will bear interest under one of two rate options, at
Anadarkos election, at either (i) the greatest of (a) the Prime Rate of JPMorgan Chase Bank, N.A.,
(b) the Federal Funds Effective Rate plus 0.5% and (c) the one-month London Interbank Offered Rate, or
LIBOR, plus 1.0%, or (ii) LIBOR, in each case plus an applicable margin. The applicable margin for
the Revolving Credit Facility will vary depending on Anadarkos corporate ratings (i) in the case
of LIBOR loans, from 2.75% to 3.75% or (ii) in the case of Alternate Base Rate Loans, as defined
in the Credit Agreement, from 1.75% to 2.75%.
Upon Anadarkos entry into the Revolving Credit Facility, (i) approximately $295 million in letters
of credit supported under Anadarkos existing undrawn
$1.3 billion revolving credit facility were transferred to the Revolving
Credit Facility, (ii) approximately $101 million in pre-existing letters of credit issued by
lenders party to the Credit Agreement were deemed to be secured thereunder and
(iii) Anadarkos
existing undrawn $1.3 billion revolving credit facility was retired. Anadarko
does not have any borrowings under the Revolving Credit Facility.
The Credit Agreement contains various covenants with which Anadarko must comply, including,
but not limited to, limitations on incurrence of indebtedness, investments, liens on assets,
transactions with affiliates, mergers, consolidations, sales of assets and other provisions
customary in similar types of agreements. Anadarko is also required to maintain, on a consolidated
basis, (1) a maximum leverage ratio of Consolidated Total Debt to Consolidated EBITDAX, each as
defined in the Credit Agreement, of 4.5 to 1.0 at the end of each fiscal quarter ending on or
before December 31, 2011 and 4.0 to 1.0 thereafter (calculated for a period of four consecutive
fiscal quarters ending on such quarterly date), (2) a minimum ratio of Consolidated Current Assets
to Consolidated Current Liabilities, each as defined in the Credit Agreement, of 1.0
to 1.0 at the end of each fiscal quarter and (3) a minimum Collateral Coverage Ratio, as defined in
the Credit Agreement, of 1.75 to 1.0 at the end of each fiscal quarter, based in part on the
annually determined present value of proved reserves included in exploration and production assets
in the United States mortgaged to the secured parties and the annually determined market
value of oil and gas properties owned directly or indirectly by
certain foreign subsidiaries, 65% of
whose capital stock is pledged to the secured parties. Additionally, the Credit Agreement contains
other customary conditions, representations and warranties, events of default and indemnification
provisions.
The indebtedness under the Revolving Credit Facility, along with certain hedging obligations
owed to lenders or their affiliates and certain treasury-management obligations owed to lenders or
their affiliates, is guaranteed by certain of Anadarkos direct or indirect wholly owned domestic
subsidiaries and secured by a perfected first priority security interest in certain of Anadarkos
and its subsidiaries exploration and production assets located in the United States, as well as
65% of the capital stock of certain foreign subsidiaries.
The foregoing description of the Credit Agreement does not purport to be complete and is
qualified in its entirety by reference to the Credit Agreement filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated into this Item 1.01 by reference.
Affiliates of certain of the lenders under the Revolving Credit Facility have provided from
time to time, and may provide in the future, investment and commercial banking and financial
advisory services to Anadarko and its affiliates in the ordinary course of business, for which they
have received and may continue to receive customary fees and commissions.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
The information set forth under Item 1.01 above hereby is incorporated into this Item 2.03 by
reference.
Item 9.01. Financial Statements and Exhibits.
(d) |
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Exhibits: |
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10.1 |
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$5,000,000,000 Revolving Credit Agreement, dated as of September 2,
2010, among Anadarko Petroleum Corporation, as Borrower, JPMorgan
Chase Bank, N.A., as Administrative Agent, Bank of America, N.A., DnB
Nor Bank ASA, The Royal Bank of Scotland plc, Société Générale, and
Wells Fargo Bank, N.A., as Syndication Agents, and the several
lenders named therein. |