Fieldwood Energy LLC Acquires Gulf of Mexico Shelf Business for $3.75 Billion

Fieldwood Energy LLC Acquires Gulf of Mexico Shelf Business for $3.75 Billion

PR Newswire

HOUSTON, July 18, 2013

HOUSTON, July 18, 2013 /PRNewswire/ --Fieldwood Energy LLC ("Fieldwood"), a
portfolio company of Riverstone Holdings LLC, the New York-based private
equity firm, announced today the acquisition of Apache Corporation's (NYSE,
Nasdaq: APA) Gulf of Mexico Shelf business for $3.75 billion, before customary
purchase price adjustments and based on an effective date of July 1, 2013.
The properties to be acquired represent the largest operated asset base on the
Gulf of Mexico Shelf and comprise more than 500 blocks and 1.9 million net
acres. As part of the transaction, Fieldwood hopes to retain substantially
all of Apache's Gulf of Mexico Shelf employees.

As of year-end 2012, total proved reserves attributable to the assets were 239
Mmboe, of which over 55% is oil and over 75% is developed. Current daily
production exceeds 95,000 boe and is over 90% operated.

Additionally, Fieldwood and Apache have agreed to jointly participate in deep
exploration opportunities on the acquired assets targeting a robust inventory
of high potential prospects including subsalt horizons around known producing
fields.

Matt McCarroll, President and Chief Executive Officer of Fieldwood, commented,
"Apache is clearly the preeminent operator on the Gulf of Mexico Shelf, and
Fieldwood is very enthusiastic about the opportunity to continue this legacy
going forward. Fieldwood is thrilled to welcome onboard the world-class
technical and operating staff that has been responsible for Apache's historic
success in this basin. This team will help lead our efforts toward continued
successful development of this substantial asset base, as well as pursuing an
active exploration program on the valuable inventory of identified high-impact
prospects. We are especially grateful for the continued support and our
strong relationship with our partners at Riverstone."

Pierre Lapeyre and David Leuschen, Co-Founders and Partners of Riverstone,
said, "We have had a long-standing and strong relationship with Apache's
executive management and have been great admirers of their entire organization
and their Gulf of Mexico operations for many years. The Gulf has been a core
area of focus of ours since our early funds, and we couldn't be more pleased
to have the opportunity to partner with the combined Fieldwood and Apache Gulf
teams in this rare and exciting new opportunity."

John Lancaster, Partner at Riverstone, added, "This transaction is a unique
opportunity to acquire a successful business of scale with a strong partner we
know well and the proven professionals who have built this business over many
years. We look forward to working with the combined Fieldwood and Apache
teams to continue this record of success as a stand-alone entity."

Fieldwood has obtained underwritten committed financing for the transaction
from Citigroup Global Markets, J.P. Morgan, Deutsche Bank AG New York Branch,
BofA Merrill Lynch and Goldman Sachs Bank USA. Vinson & Elkins LLP and
Simpson Thacher & Bartlett LLP served as legal advisors to Fieldwood.

About Fieldwood Energy LLC

Fieldwood is a Houston-based portfolio company of Riverstone Holdings LLC.
Fieldwood is focused on the acquisition and development of conventional oil
and gas assets in North America, including the Gulf of Mexico. Fieldwood is
led by CEO Matt McCarroll and other former senior executives of Dynamic
Offshore Resources. This venture represents the second partnership between
Riverstone and the Fieldwood management team, who previously partnered
successfully to build Dynamic Offshore Resources into one of the largest
operators on the Gulf of Mexico Shelf.

About Riverstone Holdings LLC

Riverstone is an energy and power-focused private investment firm founded in
2000 with approximately $25 billion of equity capital raised across seven
investment funds. Riverstone conducts buyout and growth capital investments in
the exploration & production, midstream, oilfield services, power and
renewable sectors of the energy industry. With offices in New York, London and
Houston, the firm has committed approximately $22.8 billion to 102 investments
in North America, Latin America, Europe, Africa and Asia.

Contacts:
Fieldwood Energy LLC
Matt McCarroll
333 Clay Street, Suite 3400
Houston TX 77002
(713) 630-8900

Riverstone Holdings LLC
Jeffrey Taufield or James David
Kekst and Company
jeffrey-taufield@kekst.com or james-david@kekst.com
(212) 521-4800



SOURCE Fieldwood Energy LLC; Riverstone Holdings LLC