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Apache Corporation Announces Cash Tender Offers for Up to $800 Million in Aggregate Purchase Price of Senior Notes

HOUSTON, Aug. 09, 2018 (GLOBE NEWSWIRE) -- Apache Corporation (NYSE, NASDAQ: APA) today announced the commencement of tender offers (each, an “Offer,” and collectively, the “Offers”) to purchase up to $800 million in aggregate purchase price (excluding accrued and unpaid interest and excluding fees and expenses) (as such amount may be increased or eliminated by Apache pursuant to the terms of the Offers, the “Aggregate Maximum Purchase Price”) of its 6.000% notes due 2037, 7.95% notes due 2026, 7.70% notes due 2026, 7.625% debentures due 2096, 7.750% notes due 2029, 7.375% debentures due 2047, 7.625% notes due 2019, 2.625% notes due 2023, 3.625% notes due 2021, and 3.250% notes due 2022.

The terms and conditions of the Offers are set forth in Apache’s Offer to Purchase, dated August 9, 2018 (the “Offer to Purchase”).

The Offer to Purchase relates to ten separate Offers, one for each series of notes and in the separate pools indicated in the tables below (each series, a “Series of Notes,” and such notes, collectively, the “Notes”). Apache’s obligation to accept for purchase, and to pay for, Notes that are validly tendered and not validly withdrawn pursuant to each Offer is conditioned on the satisfaction or waiver by Apache of a number of conditions, including the receipt by Apache of the net proceeds from the issuance of not less than $800,000,000 in principal amount of indebtedness in one or more debt financing transactions on terms reasonably satisfactory to Apache (the “Financing Condition”). No Offer is conditioned on any minimum amount of Notes being tendered or the consummation of any other Offer.

Offers to purchase for cash up to $450,000,000 aggregate purchase price for the securities listed below in the priority listed below.
Notes CUSIP
Numbers
Principal Amount
Outstanding
Series
Maximum
(1)
Acceptance
Priority
Level(2)
Early
Tender
Premium(3)
Reference Security Bloomberg
Reference
Page
Fixed
Spread
(bps)
6.000% notes due 2037 037411AR6 $1,000,000,000 $200,000,000 1 $30 T 3.125% due May 15, 2048 FIT1 170
7.95% notes due 2026 037411AK1 $180,000,000 N/A 2 $30 T 2.875% due May 15, 2028 FIT1 140
7.70% notes due 2026 037411AJ4 $100,000,000 N/A 3 $30 T 2.875% due May 15, 2028 FIT1 140
7.625% debentures due 2096 037411AL9 $150,000,000 N/A 4 $30 T 3.125% due May 15, 2048 FIT1 250
7.750% notes due 2029 03746AAA8 $300,000,000 N/A 5 $30 T 2.875% due May 15, 2028 FIT1 150
7.375% debentures due 2047 037411AM7 $150,000,000 N/A 6 $30 T 3.125% due May 15, 2048 FIT1 185
7.625% notes due 2019 037411AP0 $150,000,000 N/A 7 $30 T 2.625% due July 31, 2020 FIT1 0
 
Offers to purchase up to $350,000,000 aggregate purchase price for the securities listed below in the priority listed below.
Notes CUSIP
Numbers
Principal Amount
Outstanding
Series
Maximum
(1)
Acceptance
Priority
Level(2)
Early
Tender
Premium(3)
Reference Security Bloomberg
Reference
Page
Fixed
Spread
(bps)
2.625% notes due 2023 037411BD6 $528,230,000 $125,000,000 1 $30 T 2.75% due July 31, 2023 FIT1 60
3.625% notes due 2021 037411AX3 $492,580,000 $100,000,000 2 $30 T 2.75% due August 15, 2021 FIT1 45
3.250% notes due 2022 037411AZ8 $813,990,000 N/A 3 $30 T 2.75% due July 31, 2023 FIT1 55

________________

  1. The Series Maximum for each Series of Notes represents the maximum aggregate principal amount of Notes of such Series that will be purchased in the applicable Offer.

  2. Subject to satisfaction or waiver of the conditions to the Offers, the Acceptance Priority Level procedures will operate concurrently but separately for the Pool 1 Notes and the Pool 2 Notes (each as defined below).

  3. Per $1,000 principal amount of Notes validly tendered and not validly withdrawn and accepted for purchase in the applicable Offer at or prior to the Early Tender Deadline; it is included in the applicable Total Consideration (as defined below) for such Series of Notes.

Each Offer will expire at 11:59 P.M., New York City time, on September 6, 2018, unless extended or earlier terminated (such time and date, as the same may be extended with respect to one or more Offers, the “Expiration Date”). Holders (as defined in the Offer to Purchase) of Notes must validly tender and not validly withdraw their Notes at or prior to 5:00 p.m., New York City time, on August 22, 2018 (such time and date, as the same may be extended with respect to one or more Offers, the “Early Tender Deadline”) in order to be eligible to receive the applicable Total Consideration (as defined below). Holders who validly tender their Notes after the Early Tender Deadline and at or prior to the Expiration Date will be eligible to receive only the applicable Tender Consideration (as defined below). Tendered Notes may be withdrawn at or prior to 5:00 p.m., New York City time, on August 22, 2018, by following the procedures described in the Offer to Purchase, but may not thereafter be validly withdrawn, except as provided for in the Offer to Purchase or required by applicable law. The Dealer Managers will determine the applicable Total Consideration and the applicable Tender Consideration for each series of Notes at 11:00 A.M., New York City time on August 23, 2018, in a manner further described in the Offer to Purchase.

The maximum aggregate principal amount of the Notes accepted for purchase in each Offer will be limited to the aggregate principal amount of each Series indicated in the tables above (with respect to each Offer, and subject to increase or elimination by the Company, the “Series Maximum” and collectively, the “Series Maximums”). No more than $450,000,000 aggregate purchase price of Apache’s 6.000% notes due 2037 (the “2037 Notes”), 7.95% notes due 2026 (the “7.95% 2026 Notes”), 7.70% notes due 2026 (the “7.70% 2026 Notes”), 7.625% debentures due 2096 (the “2096 Notes”), 7.750% notes due 2029 (the “2029 Notes”), 7.375% debentures due 2047 (the “2047 Notes”), and 7.625% notes due 2019 (the “2019 Notes”) (collectively, the “Pool 1 Notes”) will be purchased in the Offers (such aggregate purchase price, excluding accrued and unpaid interest to, but not including, the applicable Settlement Date and excluding fees and expenses related to the Offers, subject to increase or elimination by Apache, the “Pool 1 Maximum”). No more than $350,000,000 aggregate purchase price of Apache’s 2.625% notes due 2023 (the “2023 Notes”), 3.625% notes due 2021 (the “2021 Notes”), and 3.250% notes due 2022 (the “2022 Notes”) (collectively, the “Pool 2 Notes”) will be purchased in the Offers (such aggregate purchase price, excluding accrued and unpaid interest to, but not including, the applicable Settlement Date and excluding fees and expenses related to the Offers, subject to increase or elimination by Apache, the “Pool 2 Maximum”). We refer to the Series Maximums, the Pool 1 Maximum, and the Pool 2 Maximum as the “Tender Maximums.”

The Acceptance Priority Level procedures will operate concurrently, but separately, for the Pool 1 Notes and the Pool 2 Notes. Subject to the Aggregate Maximum Purchase Price, the Tender Maximums, and proration, all Pool 1 Notes and Pool 2 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline having a higher Acceptance Priority Level will be accepted before any Pool 1 Notes or Pool 2 Notes, as applicable, validly tendered and not validly withdrawn at or prior to the Early Tender Deadline having a lower Acceptance Priority Level are accepted pursuant to the Offers. All Pool 1 Notes and Pool 2 Notes validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date having a higher Acceptance Priority Level will, subject to the Aggregate Maximum Purchase Price and the Tender Maximums, be accepted before any Pool 1 Notes or Pool 2 Notes, as applicable, validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date having a lower Acceptance Priority Level are accepted pursuant to the Offers. However, Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline will, subject to the Aggregate Maximum Purchase Price and the Tender Maximums, be accepted for purchase in priority to other Notes validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date, even if such Notes validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date have a higher Acceptance Priority Level than the Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline. If the aggregate amount of Pool 1 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline equals or exceeds the Pool 1 Maximum, Holders who validly tender and do not validly withdraw Pool 1 Notes after the Early Tender Deadline and at or prior to the Expiration Date will not have any such Pool 1 Notes accepted for purchase regardless of the Acceptance Priority Level of such Pool 1 Notes.  If the aggregate amount of Pool 2 Notes validly tendered and not validly withdrawn at or prior to the Early Tender Deadline equals or exceeds the Pool 2 Maximum, Holders who validly tender and do not validly withdraw Pool 2 Notes after the Early Tender Deadline and at or prior to the Expiration Date will not have any such Pool 2 Notes accepted for purchase regardless of the Acceptance Priority Level of such Pool 2 Notes. As such, there can be no assurance that any or all tendered Notes of a given Acceptance Priority level will be accepted for purchase. The Offers are open to all Holders of the Notes.

If purchasing all the validly tendered and not validly withdrawn Notes of a given Acceptance Priority Level on the applicable Settlement Date would cause the Aggregate Maximum Purchase Price or the Tender Maximums to be exceeded on such Settlement Date, Apache will accept such Notes on a pro rata basis, to the extent any Notes of such Acceptance Priority Level are accepted for purchase, so as to not exceed the Aggregate Maximum Purchase Price or the Tender Maximums (with adjustments to avoid the purchase of Notes in a principal amount other than in the applicable minimum denomination requirements contained in the indentures governing the Notes and integral multiples of $1,000 in excess thereof). As such, there can be no assurance that any or all tendered Notes of a given Acceptance Priority Level will be accepted for purchase, even if validly tendered and not validly withdrawn prior to the Early Tender Deadline.

Apache reserves the right, but is under no obligation, to increase or eliminate the Aggregate Maximum Purchase Price, the Pool 1 Maximum, the Pool 2 Maximum, and/or the Series Maximums at any time without extending the applicable Withdrawal Deadline (as defined in the Offer to Purchase), subject to applicable law.

Subject to the Aggregate Maximum Purchase Price, the Tender Maximums, proration, and the terms and conditions of the Offers, Holders who validly tender and do not validly withdraw their Notes at or prior to the Early Tender Deadline will be eligible to receive consideration, per $1,000 principal amount, equal to the applicable Total Consideration for such Series of Notes. The total consideration (the “Total Consideration”) includes the applicable early tender premium for such Series of Notes set forth in the tables above (the “Early Tender Premium”). Holders must validly tender and not validly withdraw their Notes at or prior to the Early Tender Deadline in order to be eligible to receive the applicable Total Consideration for such Notes purchased pursuant to the Offers. Subject to the terms and conditions of the Offers, Holders who validly tender and do not validly withdraw their Notes after the Early Tender Deadline and at or prior to the Expiration Date will only be eligible to receive consideration, per $1,000 principal amount, equal to the applicable Total Consideration less the applicable Early Tender Premium (the “Tender Consideration”) for such Series of Notes. In each case, such Holders will also be entitled to receive accrued and unpaid interest, if any, from the last interest payment date for the applicable Series of Notes up to, but not including, the applicable Settlement Date, if and when the applicable Notes are accepted for purchase (such interest with respect to such Series of Notes, the “Accrued Interest”).

Apache reserves the right, but is under no obligation, at any time after the Early Tender Deadline and before the Expiration Date, to accept Notes that have been validly tendered and not validly withdrawn for purchase on a date determined at Apache’s option (such date, if any, the “Early Settlement Date”). Apache currently expects the Early Settlement Date, if any, to occur on August 24, 2018. If Apache chooses to exercise its option to have an Early Settlement Date, Apache will purchase any remaining Notes that have been validly tendered and not validly withdrawn after the Early Tender Deadline and at or prior to the Expiration Date, subject to the Aggregate Maximum Purchase Price, the Tender Maximums, the application of the Acceptance Priority Levels, and all conditions to the Offers having been satisfied or waived by Apache, on the Expiration Date. The final settlement date (the “Final Settlement Date,” and each of the Early Settlement Date and the Final Settlement Date, a “Settlement Date”), if any, is expected to be September 10, 2018, unless extended by Apache. If Apache chooses not to exercise Apache’s option to have an Early Settlement Date, it will purchase all Notes that have been validly tendered and not validly withdrawn at or prior to the Expiration Date, subject to the Aggregate Maximum Purchase Price, the Tender Maximums, the application of the Acceptance Priority Levels, and all conditions to the Offers having been satisfied or waived by Apache, on the Final Settlement Date. No tenders of Notes submitted after the Expiration Date will be valid.

BofA Merrill Lynch, Credit Suisse Securities (USA) LLC, and J.P. Morgan Securities LLC will act as Dealer Managers (the “Dealer Managers”) and D. F. King & Co., Inc. will act as the Tender Agent and Information Agent for the Offers. Requests for documents may be directed to D.F. King & Co., Inc. at (800) 967-4607. Questions regarding the Offers may be directed to BofA Merrill Lynch at (888) 292-0070 (toll free) or (980) 387-3907 (collect); Credit Suisse Securities (USA) LLC at (800) 820-1653 (toll free) or (212) 538-1862 (collect) and J.P. Morgan Securities LLC at (866) 834-4666 (toll free) or (212) 834-3424 (collect).

This announcement is for informational purposes only and is not an offer to purchase or sell or a solicitation of an offer to purchase or sell, with respect to any securities, including in connection with the Financing Condition. The Offers to purchase the Notes are only being made pursuant to the terms of the Offer to Purchase. The Offers are not being made in any state or jurisdiction in which such Offers would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. None of Apache, the Dealer Managers, or the Tender Agent and Information Agent is making any recommendation as to whether or not Holders should tender their Notes in connection with the Offers.

About Apache

Apache Corporation is an oil and gas exploration and production company with operations in the United States, Egypt and the United Kingdom. Apache posts announcements, operational updates, investor information and press releases on its website, www.apachecorp.com, and on its Media and Investor Center mobile application, which is available for free download from the Apple App Store and the Google Play store.

Cautionary Statements and Risk Factors That May Affect Future Results

Certain information contained in this release is forward-looking information based on current expectations and plans that involve risks and uncertainties. Forward-looking statements are not guarantees of performance. Actual events or results may differ materially because of conditions in our markets or other factors. Moreover, Apache does not, nor does any other person, assume responsibility for the accuracy and completeness of those statements. Unless otherwise required by applicable securities laws, Apache disclaims any intention or obligation to update any of the forward-looking statements after the date of this prospectus supplement. If Apache does update one or more forward-looking statements, no inference should be drawn that it will make additional updates with respect to those or other forward-looking statements. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under “Risk Factors” in the Offer to Purchase and under “Forward-Looking Statements and Risk” and “Risk Factors” in Apache’s Annual Report on Form 10-K for the year ended December 31, 2017 (which is incorporated by reference in the Offer to Purchase) and similar sections in any subsequent filings, which describe risks and factors that could cause results to differ materially from those projected in those forward-looking statements.

Those risk factors may not be exhaustive. Apache operates in a continually changing business environment, and new risk factors emerge from time to time. Apache cannot predict these new risk factors or assess the impact, if any, of these new risk factors on Apache’s businesses or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those described in any forward-looking statements. Accordingly, forward-looking statements should not be relied upon as a prediction of actual results.

Contacts

Investor:      (281) 302-2286      Gary Clark
     
Media: (713) 296-7276 Castlen Kennedy
     
  (713) 296-6223 Phil West

Website:  www.apachecorp.com

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