Simpson Thacher represented the dealer managers, led by BofA Securities, Inc., HSBC Securities (USA) Inc., Mizuho Securities USA LLC and RBC Capital Markets, LLC, in connection with APA Corporation’s (“APA”) offers to exchange any and all notes and debentures of certain specified series of Apache Corporation, its wholly owned subsidiary (“Apache”), for newly issued notes of APA and related consent solicitations, and concurrent tender offers to purchase for cash up to $1 billion in aggregate principal amount of certain specified series of Apache notes. The exchange and tender offers were conducted pursuant to exemptions from the registration requirements under the Securities Act of 1933, as amended (the “Securities Act”). APA issued approximately $2.7 billion aggregate principal amount of new APA notes pursuant to the exchange offers and purchased $1 billion aggregate principal amount of Apache notes pursuant to the tender offers.
Simpson Thacher also represented the initial purchasers, led by J.P. Morgan Securities LLC, MUFG Securities Americas Inc., Scotia Capital (USA) Inc. and TD Securities (USA) LLC, in connection with the offering by APA of $350 million in aggregate principal amount of 6.10% notes due 2035 and $500 million in aggregate principal amount of 6.75% notes due 2055, pursuant to exemptions from the registration requirements under the Securities Act. APA used the proceeds to fund the tender offers.
APA Corporation owns consolidated subsidiaries that explore for and produce oil and natural gas in the United States, Egypt and the United Kingdom and that explore for oil and natural gas offshore Suriname and elsewhere.
The Simpson Thacher team included Brian Rosenzweig, Richie Ragusa, Margaret Selbe, Michael Hiestand and Ethan McGinty (Capital Markets); Jonathan Cantor and Matthew Lester (Tax); Pasco Struhs (ECEB) and Jennie Getsin (Blue Sky).