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Anadarko Announces Public Offering of Equity Units

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   |    Thursday,June 04,2015

Anadarko Petroleum Corporation announced the registered underwritten public offering (the TEU offering) of 6,500,000 tangible equity units (TEUs), with a stated amount per TEU of $50, and the concurrent registered public offering (the WGP secondary offering) of 2,000,000 common units representing limited partner interests in Western Gas Equity Partners, LP. WGP is a subsidiary of Anadarko formed to own partnership interests in Western Gas Partners, LP, a separate subsidiary of Anadarko formed to acquire, own, develop and operate midstream energy assets. These offerings are separate public offerings and neither offering is contingent on the completion of the other.

Each TEU will be comprised of a prepaid equity purchase contract and a senior amortizing note. Unless earlier settled, each prepaid equity purchase contract will automatically settle on June 7, 2018 (subject to postponement in limited circumstances) for a to-be-determined number of WGP common units, subject to Anadarko's right to elect to deliver shares of its own common stock in lieu of such WGP common units. The number of WGP common units, or shares of Anadarko's common stock, as the case may be, to be delivered by Anadarko will be based on the average of the daily volume-weighted average prices of WGP common units for the 20 consecutive trading days beginning on, and including, the 23rd scheduled trading day immediately preceding June 7, 2018. Each amortizing note will pay equal quarterly installments that will constitute a payment of interest and a partial repayment of principal. The amortizing notes will have a final installment payment date of June 7, 2018 and will be unsecured senior obligations of Anadarko. The WGP common units that may be delivered to settle the equity purchase contracts and that are being offered in the WGP secondary offering are owned, directly or indirectly, by a wholly owned subsidiary of Anadarko, and WGP is not issuing securities in either offering.

J.P. Morgan Securities LLC will serve as sole book-running manager for the TEU offering and lead book-running manager for the WGP secondary offering. The underwriters of the TEU offering will have a 30-day option to purchase up to an additional 975,000 TEUs, solely to cover over-allotments, and the underwriters of the WGP secondary offering will have a 30-day option to purchase up to an additional 300,000 common units. Proceeds from each of the offerings will be used for Anadarko's general corporate purposes.


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