Apache ups tender offer, accepts $1.08 billion of notes

By Marisa Wong

Los Angeles, March 21 – Apache Corp. announced it increased the maximum purchase amount for its cash tender offers to purchase notes from seven series to $1,103,610,000 from the $500 million announced at the start of the offers on March 14.

As of the expiration of the offers at 5 p.m. ET on March 18, holders had tendered the following notes, listed by acceptance priority level:

• $445,729,000 of the $496,518,000 outstanding 4.625% notes due 2025 (Cusip: 037411BH7) at $1,050 per note, all of which will be accepted for purchase;

• $377.7 million of the $702,979,000 outstanding 4.375% notes due 2028 (Cusip: 037411BE4) at $1,042.50 per note, all of which will be accepted for purchase;

• $323,917,000 of the $579,497,000 outstanding 4.25% notes due 2030 (Cusip: 037411BF1) at $1,042.50 per note, none of which will be accepted;

• $259,942,000 of the $367,691,000 outstanding 4.875% notes due 2027 (Cusip: 037411BJ3) at $1,060 per note, all of which will be accepted for purchase;

• $80,062,000 of the $235,407,000 outstanding 7.75% notes due 2029 at $1,205 per note, none of which will be accepted;

• $9,464,000 of the $78,588,000 outstanding 7.7% notes due 2026 (Cusip: 037411AJ4) at $1,150 per note, none of which will be accepted; and

• $45,169,000 of the $132,118,000 outstanding 7.95% notes due 2026 (Cusip: 037411AK1) at $1,160 per note, none of which will be accepted.

Overall, $1,083,371,000 of notes were tendered and accepted for purchase for an aggregate purchase price of roughly $1.14 billion, excluding interest, according to a Monday press release. Settlement will take place on March 21. That total amount excludes notes tendered under guaranteed delivery procedures.

As of the offer expiration time, $1,971,000 of the 2025 notes, $16.92 million of the 2028 notes and $1,348,000 of the 2027 notes had been tendered under guaranteed delivery procedures. The deadline for tenders under guaranteed delivery procedures is 5 p.m. ET on March 22, with settlement on March 23.

All purchase prices are based on par of $1,000 notes. Unpaid interest will additionally be paid though the settlement date (the regular settlement date, not the guaranteed delivery settlement date).

As previously noted, no series of notes will be prorated. This means that notes with a lower acceptance priority level might be accepted, and notes with a higher acceptance priority level may not be accepted.

Citigroup Global Markets Inc. (212 723-6106, 800 558-3745), Mizuho Securities USA LLC (212 205-7736, 866 271-7403), MUFG Securities Americas Inc. (212 405-7481, 877 744-4532), Truist Securities, Inc. (404 926-5828) and Wells Fargo Securities LLC (704 410-4756, 866 309-6319) are working as lead dealer managers.

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

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

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