Apache ups cap, gives early results of tender offers for seven series

By Taylor Fox

New York, Aug. 17 – Apache Corp. lifted the maximum purchase price of seven series of notes to $638,198,120 from $460 million and eliminated the sub-caps, according to a news release.

The following notes were tendered by the early deadline, 5 p.m. ET on Aug. 14, and accepted for purchase, listed in order of acceptance priority level:

• $109,844,000 of the $292,587,000 3 5/8% notes due 2021 (Cusip: 037411AX3) at $1,005 per $1,000 of notes;

• $57,172,000 of the $180,763,000 2 5/8% notes due 2023 (Cusip: 037411BD6) at $1,000 per $1,000 of notes;

• $246,531,000 of the $460,057,000 3¼% notes due 2022 (Cusip: 037411AZ8) at $1,020 per $1,000 of notes;

• $82,208,000 of the $706,417,000 4¼% notes due 2044 (Cusip: 037411BC8) at $925 per $1,000 of notes;

• $88,746,000 of the $1,306,622,000 4¾% notes due 2043 (Cusip: 037411BA2) at $965 per $1,000 of notes;

• $153,132,000 of the $1,396,531,000 5.1% notes due 2040 (Cusip: 037411AW5) at $970 per $1,000 of notes; and

• $6,135,000 of the $421,692,000 5¼% notes due 2042 (Cusip: 037411AY1) at $970 per $1,000 of notes.

The consideration to be paid in the offer for each series of notes includes an early tender premium of $50 per $1,000 in aggregate principal amount of notes accepted for purchase.

The settlement date for the notes validly tendered on or before the early tender deadline is expected to be Aug. 18.

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

As previously reported, 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.

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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