2014

Apache Corporation Announces Expiration Of Its $850 Million Cash Tender Offer

HOUSTON, Dec. 20, 2013 /PRNewswire/ -- Apache Corporation (NYSE, Nasdaq: APA) announced today the expiration, as of 11:59 p.m., Eastern time, on December 19, 2013 (the "Expiration Time"), of its previously announced cash tender offer to purchase up to $850 million of its 2.625% Notes due 2023 and 3.25% Notes due 2022 (collectively, the "notes"), subject to the applicable priorities specified in the table 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, as amended and modified by Apache's news releases issued December 6, 2013, relating to the tender offer.

According to information provided by Global Bondholder Services Corporation, the Depositary for the tender offer, $1,332,051,000 aggregate principal amount of notes subject to the tender offer was validly tendered and not validly withdrawn at or prior to the Expiration Time, as more fully set forth below.

Title of Security

CUSIP No.

Acceptance

Priority

Level

Principal Amount Outstanding

Principal Amount Tendered

Principal Amount Accepted

Proration Factor

2.625% Notes due 2023

037411BD6

1

$1,200,000,000

$669,203,000

$669,203,000

N/A

3.25% Notes due 2022

037411AZ8

2

$1,100,000,000

$662,848,000

$180,797,000

27.6%

Apache has accepted for purchase $669,203,000 principal amount of the 2.625% Notes due 2023 validly tendered and not withdrawn and $180,797,000 principal amount of the 3.25% Notes due 2022 validly tendered and not validly withdrawn.  Apache expects to make payment for all notes accepted for purchase pursuant to the tender offer in same-day funds today, December 20, 2013.

Notes tendered in the tender offer that have not been accepted for purchase due to proration will be returned promptly to the tendering holders.

Citigroup Global Markets Inc., J.P. Morgan Securities LLC and RBS Securities Inc. have served as Dealer Managers for the tender offer.  Global Bondholder Services Corporation has served as the Depositary and Information Agent for the tender offer.

Global Bondholder Services Corporation may be contacted by telephone at (866) 470-4300 (toll free) or in writing at 65 Broadway – Suite 404, New York, NY, 10006, Attention: Corporate Actions.  Citigroup Global Markets Inc. may be contacted at (800) 558-3745 (toll free) or (212) 723-6106 (collect); J.P. Morgan Securities LLC may be contacted at (866) 834-4666 (toll free) or (212) 834-4811 (collect); and RBS Securities Inc. may be contacted at (877) 297-9832 (toll free) or (203) 897-4825 (collect).

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.

Website: www.apachecorp.com

APA-F, APA-C

SOURCE Apache Corporation



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