e8vk
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 Report (Date of earliest event reported)
December 27, 2007
ANADARKO PETROLEUM CORPORATION
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
1-8968
|
|
76-0146568 |
|
|
|
|
|
(State or Other Jurisdiction
of Incorporation)
|
|
(Commission File Number)
|
|
(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)
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:
|
|
|
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 |
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 December 27, 2007, Anadarko Petroleum Corporation (Anadarko) completed a transaction with
Pecos Investors LLC (Pecos), an entity created and capitalized by a group of third-party
investors. The transaction was designed to begin to monetize substantially all of Anadarkos
midstream assets and has no effect on Anadarkos previously announced plans related to Western Gas
Partners, LP or Anadarkos expectations related thereto. The transaction steps and related
corporate actions consisted of, among other things, the following:
|
|
|
Anadarko formed WGR Asset Holding Company LLC (WGRAH), an indirect wholly-owned
subsidiary of Anadarko, and transferred to WGRAH the direct ownership of or rights to
substantially all of Anadarkos midstream assets; |
|
|
|
Trinity Associates Class A Holdings LLC, an Anadarko subsidiary (Trinity
Holdings), and Pecos became members of Trinity Associates LLC (Trinity) pursuant to
the Amended and Restated Limited Liability Company Agreement of Trinity (the Trinity
LLC Agreement); |
|
|
|
Trinity Holdings contributed $100 million to Trinity in exchange for the entire
common equity, or Class A membership interest, in Trinity and Pecos contributed $2.2
billion to Trinity in exchange for the entire preferred equity, or Class B membership
interest, in Trinity; |
|
|
|
Trinity loaned $2.2 billion to WGRAH pursuant to the WGRAH Term Loan Agreement (the
Loan Agreement); and |
|
|
|
Pursuant to an agreement (the Sponsor Agreement), Anadarko guaranteed certain
obligations of its subsidiaries under the Trinity LLC Agreement and the Loan Agreement
(excluding any obligation to repay principal and interest under the Loan Agreement). |
Proceeds
from the transaction will be used to reduce Anadarkos
acquisition-related debt. The following is an overview of the material terms of the material transaction documents:
Loan Agreement . Under the Loan Agreement, WGRAH borrowed $2.2 billion from Trinity.
The outstanding principal amount under the Loan Agreement matures in 2012, subject to renewal
provisions, and bears interest quarterly at a rate equal to three-month LIBOR plus
a margin
of 130
basis points, subject to increases of up to an additional 100 basis points based on Anadarkos
credit ratings. The loan is guaranteed by all of WGRAHs subsidiaries, and the obligations under the Loan Agreement include restrictions on certain of its and its
subsidiaries assets under certain circumstances.
The Loan Agreement requires WGRAH to maintain specified minimum debt/EBITDA ratios (as EBITDA
is calculated under that agreement), and also contains customary covenants that, among other
things, restrict third-party distributions by WGRAH, transactions with affiliates and the
incurrence of additional indebtedness by WGRAH and its subsidiaries. WGRAH may prepay all or any
portion of the Loan Agreement at any time and may sell assets provided it remains in compliance
with the minimum debt/EBITDA covenant on a pro forma basis. Upon the occurrence of certain events
of default (including payment defaults to Trinity under the Loan Agreement), WGRAHs obligations
under the Loan Agreement may be accelerated.
Trinity LLC Agreement . The Trinity LLC Agreement provides that Trinity Holdings is
the managing member of Trinity; however, effectively all actions by Trinity require the unanimous
approval of both Trinity Holdings and Pecos. Trinity used $2.2 billion of its capital to make a
loan to WGRAH subject to the Loan Agreement. Trinity will invest the remaining $100 million of its
capital in U.S. Treasury securities and other permitted investments. All payments of interest and
principal that Trinity receives from WGRAH must immediately be distributed to Pecos in respect of
Pecoss preferred Class B membership interest. Trinity Holdings may not transfer its interest in
Trinity to any party other than another Anadarko subsidiary.
Sponsor Agreement . Under the Sponsor Agreement, Anadarko guarantees the performance
by WGRAH and Trinity Holdings of their obligations under the transaction documents, except that
Anadarko does not guarantee the repayment of principal or the payment of interest by WGRAH under
the Loan Agreement.
|
|
|
Item 7.01 |
|
Regulation FD Disclosure |
On December 27, 2007, Anadarko issued a press release announcing the completion of the
transaction described in Item 2.03 above. The press release is included in this Current Report on
Form 8-K as Exhibit 99.1.
The information in this Item 7.01 (including Exhibit 99.1) is being furnished and shall not be
deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the
Exchange Act) or otherwise subject to the liabilities of that section, nor shall it be deemed to
be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act,
except as expressly set forth by specific reference in such filing.
|
|
|
Item 9.01 |
|
Financial Statements and Exhibits |
(d) Exhibits
|
|
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
|
|
|
99.1 |
|
|
Anadarko Press Release, dated December 27, 2007. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned thereunto duly authorized officer.
|
|
|
|
|
|
ANADARKO PETROLEUM CORPORATION
(Registrant)
|
|
December 27, 2007 |
By: |
/s/ Robert K. Reeves
|
|
|
|
Robert K. Reeves |
|
|
|
Senior Vice President, General Counsel
and Chief Administrative Officer |
|
|
EXHIBIT INDEX
|
|
|
|
|
Exhibit |
|
|
Number |
|
Description |
|
|
|
|
|
|
99.1 |
|
|
Anadarko Press Release, dated December 27, 2007. |