HESS CORPORATION (NYSE:HES) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.Entry into a Material Definitive Agreement.
On December1, 2017 (the “Effective Date”), Hess Corporation (the “Company”) and certain of its wholly owned subsidiaries amended and restated the existing Five-Year Credit Agreement dated as of January21, 2015 (as amended by the Amendment No.1 dated as of July10, 2015, the “Original Credit Agreement”), among the Company, certain of its wholly owned subsidiaries, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent (as so amended and restated, the “Restated Credit Agreement”) to, among other things, extend the maturity date for one year to January 21, 2021.
The Restated Credit Agreement provides for commitments by the lenders thereunder in the form of committed revolving loans or uncommitted competitive loans, in an aggregate amount of up to $4billion until January21, 2020, the original maturity date, and extends up to $3.7 billion of such commitments for a one-year period following the original maturity date until January21, 2021 (unless earlier terminated or extended in accordance with its terms). These amounts include commitments by the swingline lenders thereunder in the form of swingline loans, in an aggregate amount not to exceed $400 million, of which $277 million is committed as of the Effective Date and by issuing banks thereunder in the form of letters of credit in an aggregate amount not to exceed $2 billion, of which $1 billion is committed as of the Effective Date. The Restated Credit Agreement was fully undrawn as of the Effective Date.
The Restated Credit Agreement contains customary representations, warranties and covenants, including a financial covenant limiting the ratio of Total Consolidated Debt to Total Capitalization (as such terms are defined in the Restated Credit Agreement) of the Company and its consolidated subsidiaries to 0.600 to 1.000, and customary events of default, which are substantially consistent with those in the Original Credit Agreement. In connection with the Restated Credit Agreement, certain lenders that agreed to extend their commitments and new lenders that agreed to provide commitments, in each case, received customary fees corresponding to their respective commitments under the Restated Credit Agreement.
Many of the lenders under the Restated Credit Agreement have in the past performed, and may in the future from time to time perform, investment banking, financial advisory, lending and/or commercial banking services or other services for the Company or its affiliates, and affiliates or certain of these lenders have served in the past as underwriters in public offerings of securities by the Company, for which they have received, and may in the future receive, customary compensation and expense reimbursement.
The foregoing description of the Restated Credit Agreement is qualified in its entirety by reference to the complete text of the Restated Credit Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 1.01.Creation of a Direct Financial Obligation or an Obligation Under an Off Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 1.01.Financial Statements and Exhibits
(d) Exhibits
| 10.1 | Five-Year Credit Agreement, dated as of January21, 2015, as amended and restated as of December1, 2017, among Hess Corporation, the subsidiaries party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as administrative agent. |
EXHIBIT INDEX
HESS CORP ExhibitEX-10.1 2 d486541dex101.htm EX-10.1 EX-10.1 EXHIBIT 10.1 EXECUTION VERSION FIVE-YEAR CREDIT AGREEMENT dated as of January 21,…To view the full exhibit click here
About HESS CORPORATION (NYSE:HES)
Hess Corporation is an exploration and production (E&P) company. The Company is engaged in exploration, development, production, transportation, purchase and sale of crude oil, natural gas liquids, and natural gas. Its segments include E&P, which is engaged in the sale of crude oil, natural gas liquids and natural gas, and Bakken Midstream, which provides services, including crude oil and natural gas gathering, processing of natural gas and the fractionation of natural gas liquids, transportation of crude oil by rail car, terminaling and loading crude oil and natural gas liquids, and the storage and terminaling of propane, located in the Bakken shale play of North Dakota. Its Bakken Midstream assets include Tioga gas plant, Tioga gas plant, Crude oil train units, Ramberg truck facility, Gathering pipelines and Gathering pipelines. It has production operations located in the United States, Denmark, Equatorial Guinea, the Joint Development Area of Malaysia/Thailand, Malaysia and Norway.