Apache offers to buy notes from seven series for up to $460 million

By Marisa Wong

Los Angeles, Aug. 3 – Apache Corp. announced it has begun tender offers to purchase notes from seven series for an aggregate purchase price of up to $460 million.

Apache is offering to purchase notes from the following series, listed in order of acceptance priority level, for the following total considerations per $1,000 principal amount:

• $292,587,000 outstanding 3 5/8% notes due 2021 (Cusip: 037411AX3) at $1,005;

• $180,763,000 outstanding 2 5/8% notes due 2023 (Cusip: 037411BD6) at $1,000;

• $460,057,000 outstanding 3¼% notes due 2022 (Cusip: 037411AZ8) at $1,020;

• $706,417,000 outstanding 4¼% notes due 2044 (Cusip: 037411BC8) at $925;

• $1,306,622,000 outstanding 4¾% notes due 2043 (Cusip: 037411BA2) at $965;

• $1,396,531,000 outstanding 5.1% notes due 2040 (Cusip: 037411AW5) at $970; and

• $421,692,000 outstanding 5¼% notes due 2042 (Cusip: 037411AY1) at $970.

In addition to the overall tender cap, Apache will only accept for purchase up to $220 million principal amount of its 2022 notes and a combined $50 million principal amount of its 2043 notes, 2040 notes and 2042 notes.

Each of the seven separate offers will expire at 11:59 p.m. ET on Aug. 28.

Holders who tender their notes at or prior to 5 p.m. ET on Aug. 14, the early tender deadline, will be eligible to receive the applicable total consideration, which includes an early tender premium of $50 per $1,000 principal amount of notes tendered.

Holders who tender their notes after the early tender deadline will be eligible to receive only the tender consideration, which is the total consideration less the early tender premium.

In each case, holders will also be entitled to receive accrued interest up to but excluding the applicable settlement date.

Tenders may be withdrawn at or prior to 5 p.m. ET on Aug. 14.

Tendered notes having a higher acceptance priority level will, subject to the aggregate maximum purchase price and the tender sub-caps, be accepted for purchase before notes with a lower acceptance priority level. However, notes tendered at or before the early tender deadline will be accepted for purchase in priority to notes tendered after the early deadline, even if those notes tendered later have a higher acceptance priority level than those tendered earlier.

If early tenders exceed the offer cap, notes tendered after the early deadline will not be accepted for payment regardless of acceptance priority level.

If the overall offer cap or any of the tender sub-caps are exceeded, notes may be accepted on a pro rata basis.

Apache said it reserves the right, but is under no obligation, to increase or eliminate the overall tender cap or any series sub-cap at any time without extending the applicable withdrawal deadline. As a result, any or all tendered notes of a given acceptance priority level might not necessarily be accepted for purchase, even if tendered prior to the early tender deadline.

Apache may choose to accept early tendered notes on an early settlement date, which is expected to be on Aug. 18. The final settlement date for any remaining tenders is expected to be on Sept. 1.

Each of the offers is conditioned on Apache raising at least $1 billion principal amount of debt through one or more financing transactions. No offer is conditioned on any minimum amount of notes being tendered or the completion of any other offer.

J.P. Morgan (212 834-3424 or 866 834-4666), BofA Securities (980 388-3646 or debt_advisory@bofa.com) and BMO Capital Markets (212 702-1840, 833 418-0762 or LiabilityManagement@bmo.com) are dealer managers for the tender offers.

D.F. King & Co., Inc. (800 549-6697 or apache@dfking.com) is the tender agent and information agent.

Apache is an oil and gas exploration and production company based in Houston.

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