ANADARKO PETROLEUM CORPORATION (NYSE:AEUA) Files An 8-K Other Events

ME Staff 8-k
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ANADARKO PETROLEUM CORPORATION (NYSE:AEUA) Files An 8-K Other Events
Item 8.01

This Current Report on Form 8-K discloses certain additional information relating to the proposed acquisition of Anadarko Petroleum Corporation (“Anadarko”) by Occidental Petroleum Corporation (“Occidental”). Subject to the terms and conditions of the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 9, 2019, by and among Anadarko, Occidental and Baseball Merger Sub 1, Inc., a wholly owned subsidiary of Occidental (“Merger Sub”), Merger Sub will merge with and into Anadarko (the “Merger”), with Anadarko surviving and continuing as the surviving corporation in the Merger and a wholly owned subsidiary of Occidental.

In connection with the Merger Agreement and the transactions contemplated thereby, a putative class action lawsuit was filed on behalf of Anadarko stockholders in the United States District Court for the District of Delaware. The lawsuit is captioned John Thompson v. Anadarko Petroleum Corporation et al., Case 1:19-cv-01368 (filed July 23, 2019). In general, the complaint asserts claims against Anadarko and Anadarko’s board of directors, alleging, among other things, that the defendants failed to make adequate disclosures in Anadarko’s proxy statement relating to the Merger (in its definitive form, the “Proxy Statement”). Anadarko believes that the allegations in the complaint are without merit.

While Anadarko believes that the disclosures set forth in the Proxy Statement comply fully with applicable law, to moot plaintiffs’ disclosure claims, to avoid nuisance, potential expense and delay, and to provide additional information to Anadarko’s stockholders, Anadarko has determined to voluntarily supplement the Proxy Statement with the below disclosures. Nothing in the below supplemental disclosure shall be deemed an admission of the legal necessity or materiality under applicable law of any of the disclosures set forth herein or in the Proxy Statement. To the contrary, Anadarko denies all allegations in the litigation that any additional disclosure was or is required.

SUPPLEMENTAL DISCLOSURES

The following information supplements the Proxy Statement, and should be read in conjunction with the Proxy Statement, which should be read in its entirety, including the annexes thereto. All page references in the information below are references to pages in the Proxy Statement, and the terms used below have the meanings set forth in the Proxy Statement.

The following sentence is hereby inserted immediately after the last sentence in the third paragraph on page 60 of the Proxy Statement under the heading “Discounted Cash Flow Analysis” (such paragraph beginning with “Evercore calculated ranges of terminal values for Anadarko . . .”):

“The range of perpetuity growth rates and the range of terminal year enterprise value to LTM EBITDAX multiples were based on Evercore’s professional judgment and experience, taking into account the Management Strip Forecasts and the closing price of shares of Anadarko common stock as of May 7, 2019, as applicable.”

The third sentence in the fourth paragraph on page 60 of the Proxy Statement under the heading “Discounted Cash Flow Analysis” (such paragraph beginning with “Evercore then discounted Anadarko’s projected, unlevered free cash flows . . .”) is hereby amended and restated to read as follows:

“Evercore then deducted from the ranges of implied enterprise values Anadarko management’s estimate of Anadarko’s net debt (calculated as total debt less available cash and cash equivalents of Anadarko and Western Midstream Partners, L.P.) of $15,898 million as of March 31, 2019 as reflected in Anadarko’s consolidated balance sheet as of that date and adjusted for the payment of the $1 billion termination fee by Anadarko in connection with the termination of its prior merger agreement with Chevron (the “Chevron termination fee”), plus non-controlling interests in Western Midstream Partners,

L.P. as of May 7, 2019, calculated using publicly available information and information provided to Evercore by Anadarko management, and divided the results by the 504.0 million fully diluted outstanding shares of Anadarko common stock calculated based on information provided to Evercore by Anadarko management, to derive a range of implied equity values per share of Anadarko common stock as follows:

The table immediately following the sentence reading “The following table summarizes the adjusted Occidental standalone forecast ($ in millions):” on page 77 of the Proxy Statement (including the footnotes thereto) is hereby amended and restated as follows:

Important Information For Investors And Stockholders

This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. In connection with the potential transaction, Occidental filed a registration statement on Form S-4 on June 7, 2019, as amended on July 3, 2019, which included a preliminary proxy statement of Anadarko that also constituted a preliminary prospectus of Occidental. The registration statement was declared effective by the Securities and Exchange Commission (the “SEC”) on July 11, 2019, and Anadarko commenced mailing of the definitive proxy statement/prospectus to its stockholders on or about July 11, 2019. This communication is not a substitute for the proxy statement/prospectus or registration statement or for any other document that Occidental or Anadarko may file with the SEC and send to Anadarko’s stockholders in connection with the potential transaction. INVESTORS AND SECURITY HOLDERS OF OCCIDENTAL AND ANADARKO ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Investors and security holders are able to obtain free copies of the proxy statement/prospectus (when available) and other documents filed with the SEC by Occidental or Anadarko through the website maintained by the SEC at http://www.sec.gov. Copies of the documents filed with the SEC by Occidental are available free of charge on Occidental’s website at http://www.oxy.com/investors and copies of the documents filed with the SEC by Anadarko are available free of charge on Anadarko’s website at http://investors.anadarko.com.

Occidental and Anadarko and certain of their respective directors, certain of their respective executive officers and other members of management and employees may be considered participants in the solicitation of proxies with respect to the potential transaction under the rules of the SEC. Information about the directors and executive officers of Occidental is set forth in its Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on February 21, 2019, and its proxy statement for its 2019 annual meeting of stockholders, which was filed with the SEC on March 28, 2019. Information about the directors and executive officers of Anadarko is set forth in its Annual Report on Form 10-K for the year ended December 31, 2018, which was filed with the SEC on February 14, 2019, and its proxy statement for its 2019 annual meeting of stockholders, which was filed with the SEC on March 29, 2019. These documents can be obtained free of charge from the sources indicated above. Additional information regarding the interests of such participants in the solicitation of proxies in respect of the potential transaction will be included in the registration statement and proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.