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)
April 13, 2007 (April 10, 2007)
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)
(Registrants telephone number, including area code)
N.A.
(Former name or former address, if changed since last report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c) |
TABLE OF CONTENTS
Item 1.01 Entry into a Material Definitive Agreement.
The information set forth in Item 2.03 of this Current Report on Form 8-K is incorporated
herein by reference.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet
Arrangement of a Registrant.
On
August 10, 2006, and in connection with the Companys acquisition of Kerr-McGee Corporation
(Kerr-McGee) and Western Gas Resources, Inc. (Western Gas), the Company entered into a $24.0
Billion 364-Day Term Loan Agreement (the Existing Loan Agreement), among the Company, as
borrower, UBS AG, Stamford Branch, as administrative agent, Credit Suisse, Cayman Islands Branch
and Citicorp North America, Inc., as co-syndication agents, and the lenders from time to time party
thereto. The proceeds from the Existing Loan Agreement were used (i) to finance the Companys
acquisition of Kerr-McGee; (ii) to finance the Companys acquisition of Western Gas;
(iii) to pay certain fees and expenses in connection with such transactions; and (iv) for general
corporate purposes.
On April 10, 2007, the Company entered into a $8.0 Billion Term Loan Agreement (the Loan
Agreement), among the Company, as borrower, UBS AG, Stamford Branch, as administrative agent,
Credit Suisse, Cayman Islands Branch and Citicorp North America, Inc., as co-syndication agents,
and the lenders from time to time party thereto.
The proceeds from the Loan Agreement will be used to refinance amounts outstanding under the
Existing Loan Agreement and for general corporate purposes.
The Loan Agreement will mature on March 31, 2008. The Loan Agreement will bear interest at
either (i) LIBOR plus a certain margin or (ii) the higher
of (a) the federal funds rate plus 1/2 of
1%, and (b) the prime commercial lending rate of UBS AG, Stamford Branch.
Upon the occurrence of certain events of default, the Companys obligations under the Loan
Agreement may be accelerated. Such events of default include payment defaults to lenders under the
Loan Agreement, covenant defaults and other customary defaults.
The Loan Agreement is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
The description of the Loan Agreement does not purport to be complete and is qualified in its
entirety by reference to the Loan Agreement.
Item 9.01 Financial Statements and Exhibits.
(a) Exhibits:
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Exhibit |
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No. |
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Document |
10.1
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$8.0 Billion Term Loan Agreement dated as of April 10, 2007, among
Anadarko Petroleum Corporation, as Borrower, UBS AG Stamford Branch,
as Administrative Agent, Credit Suisse, Cayman Island Branch and
Citicorp North America, Inc., as Co-Syndication Agents, and the
Lenders signatory thereto. |
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99.1
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Press Release dated April 10, 2007. |