Apache tender offer wraps, will accept all notes from four series

Chicago, Aug. 16 – Apache Corp. announced the conclusion and the results from its capped tender offer from 15 series of notes, according to a press release.

The offer has been upsized to $1,736,330,000 to fully accept tenders from four series of notes. The offer was initially announced as capped at $1.5 billion.

Listed in acceptance priority order, Apache will accept the following amounts of notes from the amounts tendered as detailed below:

• All of the $546,265,000 tendered (plus $14,705,000 tendered via guaranteed delivery) of the $546,265,000 outstanding 4.25% notes due 2044 (Cusip: 037411BC8) for $1,000 per note;

• All of the $691,143,000 tendered (plus $34,334,000 tendered via guaranteed delivery) of the $1,126,048,000 outstanding 4.75% notes due 2043 (Cusip: 037411BA2) for $1,055 per note;

• All of the $288,814,000 tendered (plus $19,545,000 tendered via guaranteed delivery) of the $992,815,000 outstanding 4.375% notes due 2028 (Cusip: 037411BE4) for $1,060 per note;

• None of the $387,696,000 tendered of the $1,332,639,000 outstanding 5.1% notes due 2040 (Cusip: 037411AW5) for $1,092.50 per note;

• All of the $371,195,000 tendered (plus $3,968,000 tendered via guaranteed delivery) of the $750 million outstanding 4.875% notes due 2027 (Cusip: 037411BJ3) for $1,080 per note;

• None of the $116,104,000 tendered of the $579,599,000 outstanding 4.25% notes due 2030 (Cusip: 037411BF1) for $1,070 per note;

• None of the $5.03 million tendered of the $39.17 million outstanding 7.625% debentures due 2096 (Cusip: 037411AL9) for $1,095 per note;

• None of the $9,362,000 tendered of the $78,588,000 outstanding 7.7% notes due 2026 (Cusip: 037411AJ4) for $1,215 per note;

• None of the $18,995,000 tendered of the $133,268,000 outstanding 7.95% notes due 2026 (Cusip: 037411AK1) for $1,205 per note;

• None of the $58,615,000 tendered of the $235,407,000 outstanding 7.75% notes due 2029 (Cusip: 03746AAA8) for $1,247.50 per note;

• None of the $172,908,000 tendered of the $386,754,000 outstanding 5.35% notes due 2049 (Cusip: 037411BG9) for $1,102.50 per note;

• None of the $118,088,000 tendered of the $399,131,000 outstanding 5.25% notes due 2042 (Cusip: 037411AY1) for $1,110 per note;

• None of the $175,201,000 tendered of the $500 million outstanding 4.625% notes due 2025 (Cusip: 037411BH7) for $1,087.50 per note;

• None of the $40,105,000 tendered of the $150 million outstanding 7.375% debentures due 2047 (Cusip: 037411AM7) for $1,247.50 per note; and

• None of the $71,840,000 tendered of the $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.

The offer was set up so that no series will be prorated. This resulted in a series lower, according to acceptance priority level, being accepted for purchase when no notes from a higher-ranked series will be purchased.

Overall, $1,663,778,000 of notes have been tendered and will be accepted for purchase, for a purchase price of approximately $1,749,000,000, which includes the applicable premium and excludes interest. The amounts exclude the notes delivered via guaranteed delivery.

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

Settlement is expected for Aug. 16.

Notes tendered via guaranteed delivery are due by 5 p.m. ET on Aug. 17.

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.

BofA Securities, Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC are working as co-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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