Anadarko holders tender $481.21 million so far in maximum tender offer for three note series

By Angela McDaniels

Tacoma, Wash., March 23 - Anadarko Petroleum Corp. said approximately $481,205,000 principal amount of notes had been tendered in its maximum tender offer as of 5 p.m. ET on March 22, which was the early tender date.

The company began tender offers for up to $1 billion principal amount of outstanding debt securities on March 9.

In the any and all offer, Anadarko offered to purchase any and all of the $950 million 6.75% senior notes due May 1, 2011 originally issued by Anadarko Finance Co.

In the maximum tender offer, Anadarko is offering to purchase the $675 million 6.875% notes due Sept. 15, 2011 issued by Kerr-McGee Corp. and the $169,748,000 6.125% notes due March 15, 2012 and $82,049,000 5% notes due Oct. 1, 2012 issued by Anadarko. These notes are listed in order of acceptance priority level.

The principal amount of notes to be purchased in the maximum tender offer is equal to the difference between $1 billion and the principal amount of notes purchased in the any and all offer.

The any and all offer expired at 5 p.m. ET on March 15. Holders tendered $527,963,000 principal amount of 6.75% notes, meaning the maximum amount of notes to be purchased under the maximum tender offer is $472,037,000.

As of the early tender date in the maximum tender offer, holders had tendered $389,996,000 principal amount, or 57.78%, of the 6.875% notes, $169,748,000 principal amount, or 22.56%, of the 6.125% notes and $82,049,000 principal amount, or 64.49%, of the 5% notes.

The notes will be purchased in order of acceptance priority level. Because the maximum tender offer is oversubscribed, some notes will be subject to proration.

The maximum tender offer will expire at 5 p.m. ET on April 6.

For each $1,000 principal amount, the purchase price is $1,080.15 for the 6.875% notes, $1,081.57 for the 6.125% notes and $1,066.73 for the 5% notes.

These purchase prices include a $30.00 early tender premium per $1,000 principal amount of notes tendered in the maximum tender offer before the early tender date.

The purchase price for the 6.75% notes was $1,063.85 per $1,000 principal amount.

The company is also paying accrued interest up to but excluding the settlement date, which was March 16 for the any and all offer and will be April 7 for the maximum tender offer.

The purchase prices were determined based on a fixed spread over the yield calculated using the bid-side price of the specified U.S. Treasury. The prices were calculated at 2 p.m. ET on March 15 for the any and all offer and at 2 p.m. ET on March 22 for the maximum tender offer.

The spread is 50 basis points for the 6.75% notes and 6.875% notes, 85 bps for the 6.125% notes and 125 bps for the 5% notes. The reference Treasury is the 0.875% Treasury note due April 30, 2011 for the 6.75% notes, the 1% Treasury note due Aug. 31, 2011 for the 6.875% notes and the 0.875% Treasury note due Feb. 29, 2012 for the 6.125% notes and 5% notes.

The offers are subject to the satisfaction or waiver of some conditions that include the successful issuance of one or more new series of senior notes with net proceeds of at least $500 million.

The joint dealer managers are Deutsche Bank Securities Inc. (866 627-0391), Morgan Stanley & Co. Inc. (800 624-1808), Goldman Sachs & Co. (212 357-4692) and UBS Securities LLC (888 719-4210). The depositary and information agent is D.F. King & Co., Inc. (888 567-1626).

Anadarko is an oil and gas exploration and production company based in the Woodlands, Texas.

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