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Press release from PR Newswire

Apache Corporation Announces Results Of $850 Million Cash Tender Offer As Of Early Tender Time

Friday, December 06, 2013

Apache Corporation Announces Results Of $850 Million Cash Tender Offer As Of Early Tender Time

09:20 EST Friday, December 06, 2013

HOUSTON, Dec. 6, 2013 /PRNewswire/ -- Apache Corporation (NYSE, Nasdaq: APA) announced today that, pursuant to its previously announced $850 million cash tender offer, approximately $2.7 billion in aggregate principal amount of notes subject to the tender offer was validly tendered and not withdrawn at or before the "Early Tender Time," which was 5:00 p.m., Eastern time, on December 5, 2013, according to information provided by Global Bondholder Services Corporation, the depositary for the tender offer, as more fully set forth below.  The terms and conditions of the tender offer are described in detail in an Offer to Purchase dated November 21, 2013 and a related Letter of Transmittal.

Title of Security

CUSIP No.

Principal

Amount

Outstanding

Acceptance

Priority

Level

Principal

Amount

Tendered

Percentage of Outstanding Amount Tendered

2.625% Notes due 2023

037411BD6

$1,200,000,000

1

$668,616,000

55.72%

3.25% Notes due 2022

037411AZ8

$1,100,000,000

2

$661,774,000

60.16%

3.625% Notes due 2021

037411AX3

$500,000,000

3

$202,772,000

40.55%

4.75% Notes due 2043

037411BA2

$1,500,000,000

4

$791,119,000

52.74%

4.25% Notes due 2044

037411BC8

$800,000,000

5

$396,238,000

49.53%

The tender offer is scheduled to expire at 11:59 p.m., Eastern time, on December 19, 2013, the "Expiration Time," unless extended.  Holders of notes who tendered their notes on or before the "Withdrawal Date," which was 5:00 p.m., Eastern time, on December 5, 2013, may no longer withdraw their notes, unless otherwise required by law.

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  All notes validly tendered and not validly withdrawn in the tender offer having a higher acceptance priority level will be accepted before any tendered notes having a lower acceptance priority level are accepted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.  Notes of the series in the lowest acceptance priority level accepted for purchase in accordance with the terms and conditions of the tender offer will be subject to proration so that Apache will only accept for purchase notes up to a combined aggregate principal amount of $850,000,000.  Accordingly, as described in the Offer to Purchase, notes with acceptance priority levels 3, 4 and 5, the 3.625% Notes due 2021, the 4.75% Notes due 2043 and the 4.25% Notes due 2044, respectively, are not expected to be accepted for purchase pursuant to the tender offer, based upon the amount of notes with acceptance priority levels 1 and 2 validly tendered and not withdrawn at or before the Early Tender Time.

In order to receive the Total Consideration (described below), holders of notes subject to the tender offer must have validly tendered and not validly withdrawn their notes at or before the Early Tender Time.  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 Early Tender Payment of $30 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 applicable U.S. Treasury Reference Security specified on the cover page of the Offer to Purchase, 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.

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.

About ApacheApache 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 statementsThis 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.

Website: www.apachecorp.com

APA-F

 

 

SOURCE Apache Corporation

For further information: Media: (713) 296-6100, Patrick Cassidy; (713) 296-7276, Bill Mintz; (713) 296-6662, Bob Dye; Investor: (281) 302-2286, Brady Parish; Castlen Kennedy; Christopher Cortez; Alicia Reis

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