Apache starts fast cash tender offer for up to $1.5 billion of notes

Chicago, Aug. 9 – Apache Corp. started a cash tender offer for up to $1.5 billion from 15 series of notes, according to a press release on Monday.

Listed in acceptance priority order, Apache is offering to buy from the following series:

• $546,265,000 outstanding 4.25% notes due 2044 (Cusip: 037411BC8) for $1,000 per note;

• $1,126,048,000 outstanding 4.75% notes due 2043 (Cusip: 037411BA2) for $1,055 per note;

• $992,815,000 outstanding 4.375% notes due 2028 (Cusip: 037411BE4) for $1,060 per note;

• $1,332,639,000 outstanding 5.1% notes due 2040 (Cusip: 037411AW5) for $1,092.50 per note;

• $750 million outstanding 4.875% notes due 2027 (Cusip: 037411BJ3) for $1,080 per note;

• $579,599,000 outstanding 4.25% notes due 2030 (Cusip: 037411BF1) for $1,070 per note;

• $39.17 million outstanding 7.625% debentures due 2096 (Cusip: 037411AL9) for $1,095 per note;

• $78,588,000 outstanding 7.7% notes due 2026 (Cusip: 037411AJ4) for $1,215 per note;

• $133,268,000 outstanding 7.95% notes due 2026 (Cusip: 037411AK1) for $1,205 per note;

• $235,407,000 outstanding 7.75% notes due 2029 (Cusip: 03746 AAA8) for $1,247.5 per note;

• $386,754,000 outstanding 5.35% notes due 2049 (Cusip: 037411BG9) for $1,102.5 per note;

• $399,131,000 outstanding 5.25% notes due 2042 (Cusip: 037411AY1) for $1,110 per note;

• $500 million outstanding 4.625% notes due 2025 (Cusip: 037411BH7) for $1,087.5 per note;

• $150 million outstanding 7.375% debentures due 2047 (Cusip: 037411AM7) for $1,247.5 per note; and

• $443,223,000 outstanding 6% notes due 2037 (Cusip: 037411AR6) for $1,180 per note.

Pricing is based on par of $1,000. Interest will also be paid to the settlement date.

No series will be prorated. This could result in a series lower according to acceptance priority level being accepted for purchase when no notes from a higher-ranked series will be purchased.

The offers will expire at 5 p.m. ET on Aug. 13, also the withdrawal deadline.

Settlement is expected for Aug. 16.

Settlement for notes delivered via guaranteed delivery is expected for Aug. 18.

J.P. Morgan Securities LLC (212 834-3424, 866 834-4666), Citigroup Global Markets Inc. (212 723-6106, 800 558-3745), Goldman Sachs & Co. LLC (212 902-5962, 800 828-3182), HSBC Securities (USA) Inc. (212 525-5552, 866 811-8049), RBC Capital Markets, LLC (212 618-7843, 877 381-2099) and TD Securities (USA) LLC (212 827-7795, 866 584-2096) are acting as lead dealer managers.

D.F. King & Co., Inc is the information and tender agent for the offer (800 714-3311 apache@dfking.com, www.dfking.com/apache).

Apache is a Houston-based oil and gas exploration and production company.

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