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Press release from PR Newswire

Apache Corporation Announces Cash Tender Offer For Up To $850 million Principal Amount Of Five Series Of Its Notes

Thursday, November 21, 2013

Apache Corporation Announces Cash Tender Offer For Up To $850 million Principal Amount Of Five Series Of Its Notes

11:00 EST Thursday, November 21, 2013

HOUSTON, Nov. 21, 2013 /PRNewswire/ -- Apache Corporation (NYSE, Nasdaq: APA) announced today that it has commenced a cash tender offer to purchase up to $850 million aggregate principal amount (the "Tender Cap") of five series of its outstanding notes. The terms and conditions of the tender offer are described in detail in an Offer to Purchase dated today (the "Offer to Purchase") and a related Letter of Transmittal.

In the tender offer, Apache is offering to purchase, subject to certain conditions, up to $850 million aggregate principal amount of its 2.625% Notes due 2023, 3.25% Notes due 2022, 3.625% Notes due 2021, 4.75% Notes due 2043 and 4.25% Notes due 2044, subject to the acceptance priority level specified in the table below:

Title of Security

CUSIP No.

Principal

Amount

Outstanding

Acceptance

Priority

Level

U.S. Treasury

Reference

Security

Bloomberg

Reference

Page

Early

Tender

Payment(1)

Fixed

Spread

(Basis

Points)

Hypothetical Total Consideration(1)(2)(3)

2.625% Notes due 2023

037411BD6

$1,200,000,000

1

2.75% dueNov. 15, 2023

FIT1

$30

+65

$940.09

3.25% Notes due 2022

037411AZ8

$1,100,000,000

2

2.75% dueNov. 15, 2023

FIT1

$30

+50

$1,000.14

3.625% Notes due 2021

037411AX3

$500,000,000

3

2.75% dueNov. 15, 2023

FIT1

$30

+15

$1,044.96

4.75% Notes due 2043

037411BA2

$1,500,000,000

4

3.625% dueAug. 15, 2043

FIT1

$30

+100

$982.99

4.25% Notes due 2044

037411BC8

$800,000,000

5

3.625% dueAug. 15, 2043

FIT1

$30

+100

$904.22

(1)

Per $1,000 principal amount of Notes accepted for purchase.

(2)

Hypothetical as of 2:00 p.m., New York City time, on November 20, 2013 and assuming settlement on December 20, 2013.  See note regarding this hypothetical below.

(3)

Inclusive of the Early Tender Payment.

The tender offer is scheduled to expire at 11:59 p.m., Eastern time, on December 19, 2013, the "Expiration Time," unless extended.  In order to receive the Total Consideration (described below), holders of notes subject to the tender offer must validly tender and not validly withdraw their notes at or before the "Early Tender Time," which is 5:00 p.m., Eastern time, on December 5, 2013, unless extended.  Holders of notes who validly tender their notes after the Early Tender Time and at or before the Expiration Time will receive the Tender Offer Consideration per $1,000 principal amount of notes tendered by such holders that are accepted for purchase, which is equal to the applicable Total Consideration minus the applicable Early Tender Payment specified in the table above per $1,000 principal amount of notes.  In addition to the Total Consideration or the Tender Offer Consideration, as applicable, holders of notes tendered and accepted for payment will receive accrued and unpaid interest on the notes from the last interest payment date for the notes to, but not including, the Settlement Date. 

The Total Consideration for each $1,000 principal amount of notes tendered and accepted for purchase pursuant to the tender offer will be determined in the manner described in the Offer to Purchase by reference to a fixed spread specified for each series of the notes over the yield based on the bid side price of the U.S. Treasury Reference Security specified in the table above, as calculated by the Dealer Managers at 2:00 p.m., Eastern time, on December 6, 2013. Subject to the terms and conditions of the tender offer, the Settlement Date will follow promptly after the Expiration Time and is currently expected to be Friday, December 20, 2013.

Except as set forth in the Offer to Purchase or as required by applicable law, notes tendered may be withdrawn at any time on or prior to the Early Tender Time, by following the procedures described in the Offer to Purchase.  Notes tendered at or prior to the Early Tender Time that are not validly withdrawn at or prior to the Early Tender Time may not be withdrawn thereafter, and notes tendered after the Early Tender Time may not be withdrawn, in either case, except as described in the Offer to Purchase or otherwise required by law.

The tender offer is not conditioned upon any minimum amount of notes being tendered, and, subject to applicable law, the tender offer may be amended, extended, terminated or withdrawn in whole or with respect to one or more series of notes. The amounts of each series of notes that are purchased in the tender offer will be determined in accordance with the acceptance priority levels set forth in the Offer to Purchase and referenced in the table above, with 1 being the highest acceptance priority level and 5 being the lowest acceptance priority level. All notes validly tendered and not validly withdrawn in the tender offer having a higher acceptance priority level will be accepted before any tendered notes having a lower acceptance priority level are accepted in the tender offer.  If the aggregate principal amount of any notes of a series tendered and not validly withdrawn in the tender offer exceeds the amount of the Tender Cap remaining available for application, then, if any notes of such series are purchased, Apache will accept such notes on a pro rata basis. In the event that notes with a certain acceptance priority level are accepted on such a pro rata basis, no series of notes with a lower acceptance priority level will be accepted for payment. Subject to the requirements of federal securities laws, Apache may change the Tender Cap in its sole discretion.

Apache has retained Citigroup Global Markets Inc., J.P. Morgan Securities LLC and RBS Securities Inc. to serve as Dealer Managers for the tender offer.  Apache also has retained Global Bondholder Services Corporation to serve as the Tender Agent and Information Agent for the tender offer.

Requests for documents, including the Offer to Purchase, may be directed to Global Bondholder Services Corporation by telephone at (866) 470-4300 (toll free) or in writing at 65 Broadway ? Suite 404, New York, NY, 10006, Attention: Corporate Actions.  Questions regarding the tender offer may be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or (212) 723-6106 (collect); J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-4811 (collect); or RBS Securities Inc. at (877) 297-9832 (toll free) or (203) 897-4825 (collect).

This press release is neither an offer to purchase nor a solicitation for acceptance of a tender offer, which may be made only pursuant to the terms of the Offer to Purchase and the Letter of Transmittal.  The tender offer does not constitute an offer to purchase notes in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such offer or solicitation under applicable securities or blue sky laws. None of Apache, the Dealer Managers or the Tender and Information Agent makes any recommendations as to whether holders should tender their Notes pursuant to the tender offer.  Holders must make their own decisions as to whether to tender notes, and, if so, the principal amount of notes to tender.

The Hypothetical Total Consideration in the table above is a hypothetical illustration of the Total Consideration for the notes based on hypothetical data per $1,000 principal amount of notes, and should, therefore, be used solely for the purpose of obtaining an understanding of the calculation of the Total Consideration, as quoted at hypothetical rates and times, and should not be used or relied upon for any other purpose.

About Apache

Apache Corporation is an oil and gas exploration and production company with operations in the United States, Canada, Egypt, the United Kingdom, Australia and Argentina. Apache posts announcements, operational updates, investor information and copies of all press releases on its website, www.apachecorp.com.

Forward-looking statements

This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "estimates," "expects," and similar references to future periods. While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties which could cause our actual results, performance, and financial condition to differ materially from our expectations. See "Risk Factors" in our 2012 Form 10-K filed with the Securities and Exchange Commission for a discussion of risk factors that affect our business. Any forward-looking statement made by us in this news release speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future development, or otherwise, except as may be required by law.

APA-F

SOURCE Apache Corporation

For further information: Media, Patrick Cassidy, (713) 296-6100, or Bill Mintz, (713) 296-7276, or Bob Dye, (713) 296-6662, or Investors, Brady Parish, Castlen Kennedy, Christopher Cortez or Alicia Reis, (281) 302-2286, Website: www.apachecorp.com

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