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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 and 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): May 12, 2006
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HESS CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE 1-1204 13-4921002
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(State of Incorporation) (Commission File Number) (IRS Employer
Identification No.)
1185 Avenue of the Americas
New York, New York 10036
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(Address of Principal Executive Office)
(Registrant's Telephone Number, Including Area Code): (212) 997-8500
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(Not Applicable)
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(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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-2)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01. Entry into a Material Definitive Agreement.
On May 12, 2006, Hess Corporation (the "Registrant") and certain
wholly-owned subsidiaries entered into an amended and restated revolving credit
agreement with JPMorgan Chase Bank, N.A., as administrative agent, issuing bank
and lender thereunder, Bank of America, N.A., BNP Paribas, Citibank, N.A., The
Royal Bank of Scotland, PLC, The Bank of Nova Scotia, DNB NOR Bank ASA, ING
Capital LLC and Wachovia Bank, National Association, each as a lender and
issuing bank thereunder, and Bayerische Landesbank, Cayman Islands Branch, The
Bank of Tokyo-Mitsubishi UFJ Ltd., New York Branch, Calyon New York Branch, HSBC
Bank USA, NA, The Bank of New York, Fortis Capital Corp., Mizuho Corporate Bank,
Ltd., Standard Chartered Bank, Sumitomo Mitsui Banking Corportion, UBS Loan
Finance LLC, ABN AMRO Bank N.V., Banco Bilbao Vizcaya Argentaria S.A.,
Commerzbank, AG, New York and Grand Cayman Branches, US Bank, N.A., Comerica
Bank, Commerce Bank, N.A., First Commercial Bank, New York Agency, Wells Fargo
Bank, N.A., Chang Hwa Commercial Bank, Ltd., New York Branch and Chiao Tung Bank
Co., Ltd., New York Agency each as a lender thereunder (the "Credit Agreement").
The Credit Agreement provides for a commitment to extend credit to the
Registrant by the lenders thereunder in the form of revolving loans and by
issuing banks thereunder in the form of letters of credit in an aggregate amount
of up to $3 billion. Unless terminated earlier or extended in accordance with
its terms, the Credit Agreement expires on May 12, 2011. The Registrant may
borrow on a committed basis with interest computed at an adjusted LIBOR rate, as
defined in the Credit Agreement, or at a base rate equal to the higher of the
prime rate as announced from time to time by JP Morgan Chase Bank, N.A. minus 1%
or the federal funds rate plus 1.5%, in each case together with an applicable
margin based on the Registrant's public debt ratings.
Among other terms of the Credit Agreement, the Credit Agreement
provides that the ratio of total consolidated debt to total capitalization of
the Registrant and its consolidated subsidiaries, as such terms are defined in
the Credit Agreement, shall not exceed 0.625. Moreover, if at any time (i) the
Registrant's public debt ratings from Moody's Investor Service, Inc.
("Moody's"), Standard & Poor's Ratings Group ("S&P") and Fitch, Inc. ("Fitch")
are below investment grade (as determined pursuant to the Credit Agreement) or
(ii) none of S&P, Moody's or Fitch maintains a public debt rating for the
Registrant, then an additional covenant shall become effective requiring that
the ratio of total consolidated debt to consolidated EBITDA of the Registrant
and its consolidated subsidiaries, as such terms are defined in the Credit
Agreement, for the most recent period of four consecutive fiscal quarters for
which financial statements are available, shall not exceed 3.50. This latter
covenant shall cease to be of any further force or effect and shall be deemed
deleted from the Credit Agreement if the Registrant's public debt ratings from
S&P and Moody's are simultaneously investment grade. The Registrant would have
been in compliance with this covenant if it had been in effect for the year
ended December 31, 2005 and the four consecutive fiscal quarters ended March 31,
2006, the ratios for such periods being 1.07 and 0.88, respectively.
The Credit Agreement provides that two of the Registrant's
wholly-owned subsidiaries, Amerada Hess Oil and Gas Holdings Inc. and Hess Oil
Virgin Islands Corp., and such additional subsidiaries as may be added as
borrowing subsidiaries under and as provided in the Credit Agreement (the
"Borrowing Subsidiaries"), may borrow and request letters of credit up to the
full amount of the commitment, with all such extensions of credit being
guaranteed by the Registrant. A third subsidiary of the Registrant, Amerada Hess
International Holdings
Limited ("AHIHL"), may borrow and request letters of credit on an unguaranteed
basis up to $300 million under the Credit Agreement. Among other terms in the
Credit Agreement, for so long as AHIHL has any borrowings or letters of credit
outstanding and such borrowings and letters of credit are not guaranteed by
Registrant, AHIHL must also comply with a covenant requiring that the ratio of
its total consolidated debt to total capitalization of AHIHL and its
consolidated subsidiaries, as such terms are defined in the Credit Agreement,
shall not exceed 0.55. In addition, the Credit Agreement contains a restriction
on the sale of assets by AHIHL such that the fair market value of assets sold
and not reinvested within twelve months may not exceed $1.395 billion and that
in no event may AHIHL sell assets such that as a result thereof the book value
of the total assets of AHIHL and its subsidiaries will be less than $5 billion.
From time to time, the Company has had banking relationships with
the parties to the Credit Agreement and affiliates or certain of these parties
have served in the past as underwriters in public offerings of securities by the
Registrant.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
Date: May 17, 2006
AMERADA HESS CORPORATION
By: /s/ J. Barclay Collins II
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Name : J. Barclay Collins II
Title: Executive Vice President
and General Counsel