Apache Corporation Announces Total Consideration For $850 Million Cash Tender Offer; Terminates Cash Tender Offer With Respect To 3.625% Notes Due 2021, 4.75% Notes Due 2043 And 4.25% Notes Due 2044

HOUSTON, Dec. 6, 2013 /PRNewswire/ -- Apache Corporation (NYSE, Nasdaq: APA) announced today the reference yields, Total Consideration and Tender Offer Consideration for each series of notes subject to its previously announced $850 million cash tender offer.  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.

Based upon the results of the tender offer as of the Early Tender Time (as defined below) as reported in the news release issued this morning to report results of the tender offer as of the Early Tender Time, Apache determined that none of the 3.625% Notes due 2021, 4.75% Notes due 2043 or 4.25% Notes due 2044 would ultimately be accepted for purchase under the terms of the tender offer.  Accordingly, Apache also announced today that it is terminating the tender offer with respect to the 3.625% Notes due 2021, 4.75% Notes due 2043 and 4.25% Notes due 2044.  Any tendered 3.625% Notes due 2021, 4.75% Notes due 2043 and 4.25% Notes due 2044 will be promptly returned to holders.

The reference yields for the 2.625% Notes due 2023 and the 3.25% Notes due 2022 (the "notes"), respectively, were calculated by Citigroup Global Markets Inc., J.P. Morgan Securities LLC and RBS Securities Inc., the Dealer Managers for the tender offer, at 2:00 p.m., Eastern time, today.  The Total Consideration for each series of notes is determined by reference to a fixed spread specified for such series over the applicable reference yield, in each case as set forth in the table below, and is payable in respect of notes validly tendered and not validly withdrawn at or before the "Early Tender Time," which was 5:00 p.m., Eastern time, on December 5, 2013, and accepted for purchase pursuant to the terms of the tender offer. Holders of notes who validly tender their notes after the Early Tender Time and at or before the "Expiration Time," which is 11:59 p.m., Eastern time, on December 19, 2013, will receive the applicable Tender Offer Consideration per $1,000 principal amount of such notes 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, which is currently expected to be Friday, December 20, 2013.

 

Title of Security

CUSIP No.

Acceptance

Priority

Level

U.S. Treasury
Reference
Security

Fixed Spread
(Basis Points)

Total
Consideration
per $1,000
Principal
Amount

2.625% Notes due 2023

037411BD6

1

2.75% due
Nov. 15, 2023

+65

$931.31

3.25% Notes due 2022

037411AZ8

2

2.75% due
Nov. 15, 2023

+50

$991.86

 

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 2 being the lowest acceptance priority level.  All 2.625% Notes due 2023 validly tendered and not validly withdrawn in the tender offer will be accepted before any tendered 3.25% Notes due 2022 are accepted in the tender offer.  Notes of the series in the lower 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.

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 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

SOURCE Apache Corporation



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