Apache Corporation Announces Cash Tender Offer For Up To $850 million Principal Amount Of Five Series Of Its Notes

    Apache Corporation Announces Cash Tender Offer For Up To $850 million
                 Principal Amount Of Five Series Of Its Notes

PR Newswire

HOUSTON, Nov. 21, 2013

HOUSTON, Nov. 21, 2013 /PRNewswire/ --Apache Corporation (NYSE, Nasdaq: APA)
announced today that it has commenced a cash tender offer to purchase up to
$850 million aggregate principal amount (the "Tender Cap") of five series of
its outstanding notes. The terms and conditions of the tender offer are
described in detail in an Offer to Purchase dated today (the "Offer to
Purchase") and a related Letter of Transmittal.

In the tender offer, Apache is offering to purchase, subject to certain
conditions, up to $850 million aggregate principal amount of its 2.625% Notes
due 2023, 3.25% Notes due 2022, 3.625% Notes due 2021, 4.75% Notes due 2043
and 4.25% Notes due 2044, subject to the acceptance priority level specified
in the table below:

                                             U.S.                           Fixed
                   Principal      Acceptance Treasury  Bloomberg Early              Hypothetical
Title of                                                                    Spread  Total
Security CUSIP No. Amount         Priority   Reference Reference Tender             Consideration
                                                                            (Basis  (1)(2)(3)
                   Outstanding    Level      Security  Page      Payment(1)
                                                                            Points)
2.625%                                       2.75% due
Notes    037411BD6 $1,200,000,000 1          Nov. 15,  FIT1      $30        +65     $940.09
due 2023                                     2023
3.25%                                        2.75% due
Notes    037411AZ8 $1,100,000,000 2          Nov. 15,  FIT1      $30        +50     $1,000.14
due 2022                                     2023
3.625%                                       2.75% due
Notes    037411AX3 $500,000,000   3          Nov. 15,  FIT1      $30        +15     $1,044.96
due 2021                                     2023
4.75%                                        3.625%
Notes    037411BA2 $1,500,000,000 4          due       FIT1      $30        +100    $982.99
due 2043                                     Aug. 15,
                                             2043
4.25%                                        3.625%
Notes    037411BC8 $800,000,000   5          due       FIT1      $30        +100    $904.22
due 2044                                     Aug. 15,
                                             2043

(1) Per $1,000 principal amount of Notes accepted for purchase.
    Hypothetical as of 2:00 p.m., New York City time, on November 20, 2013 and
(2) assuming settlement on December 20, 2013. See note regarding this
    hypothetical below.
(3) Inclusive of the Early Tender Payment.

The tender offer is scheduled to expire at 11:59 p.m., Eastern time, on
December 19, 2013, the "Expiration Time," unless extended. In order to
receive the Total Consideration (described below), holders of notes subject to
the tender offer must validly tender and not validly withdraw their notes at
or before the "Early Tender Time," which is 5:00 p.m., Eastern time, on
December 5, 2013, unless extended. Holders of notes who validly tender their
notes after the Early Tender Time and at or before the Expiration Time will
receive the Tender Offer Consideration per $1,000 principal amount of notes
tendered by such holders that are accepted for purchase, which is equal to the
applicable Total Consideration minus the applicable Early Tender Payment
specified in the table above per $1,000 principal amount of notes. In
addition to the Total Consideration or the Tender Offer Consideration, as
applicable, holders of notes tendered and accepted for payment will receive
accrued and unpaid interest on the notes from the last interest payment date
for the notes to, but not including, the Settlement Date.

The Total Consideration for each $1,000 principal amount of notes tendered and
accepted for purchase pursuant to the tender offer will be determined in the
manner described in the Offer to Purchase by reference to a fixed spread
specified for each series of the notes over the yield based on the bid side
price of the U.S. Treasury Reference Security specified in the table above, as
calculated by the Dealer Managers at 2:00 p.m., Eastern time, on December 6,
2013. Subject to the terms and conditions of the tender offer, the Settlement
Date will follow promptly after the Expiration Time and is currently expected
to be Friday, December 20, 2013.

Except as set forth in the Offer to Purchase or as required by applicable law,
notes tendered may be withdrawn at any time on or prior to the Early Tender
Time, by following the procedures described in the Offer to Purchase. Notes
tendered at or prior to the Early Tender Time that are not validly withdrawn
at or prior to the Early Tender Time may not be withdrawn thereafter, and
notes tendered after the Early Tender Time may not be withdrawn, in either
case, except as described in the Offer to Purchase or otherwise required by
law.

The tender offer is not conditioned upon any minimum amount of notes being
tendered, and, subject to applicable law, the tender offer may be amended,
extended, terminated or withdrawn in whole or with respect to one or more
series of notes. The amounts of each series of notes that are purchased in the
tender offer will be determined in accordance with the acceptance priority
levels set forth in the Offer to Purchase and referenced in the table above,
with 1 being the highest acceptance priority level and 5 being the lowest
acceptance priority level. All notes validly tendered and not validly
withdrawn in the tender offer having a higher acceptance priority level will
be accepted before any tendered notes having a lower acceptance priority level
are accepted in the tender offer. If the aggregate principal amount of any
notes of a series tendered and not validly withdrawn in the tender offer
exceeds the amount of the Tender Cap remaining available for application,
then, if any notes of such series are purchased, Apache will accept such notes
on a pro rata basis. In the event that notes with a certain acceptance
priority level are accepted on such a pro rata basis, no series of notes with
a lower acceptance priority level will be accepted for payment. Subject to the
requirements of federal securities laws, Apache may change the Tender Cap in
its sole discretion.

Apache has retained Citigroup Global Markets Inc., J.P. Morgan Securities LLC
and RBS Securities Inc. to serve as Dealer Managers for the tender offer.
Apache also has retained Global Bondholder Services Corporation to serve as
the Tender Agent and Information Agent for the tender offer.

Requests for documents, including the Offer to Purchase, may be directed to
Global Bondholder Services Corporation by telephone at (866) 470-4300 (toll
free) or in writing at 65 Broadway – Suite 404, New York, NY, 10006,
Attention: Corporate Actions. Questions regarding the tender offer may be
directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll free) or
(212) 723-6106 (collect); J.P. Morgan Securities LLC at (866) 834-4666 (toll
free) or (212) 834-4811 (collect); or RBS Securities Inc. at (877) 297-9832
(toll free) or (203) 897-4825 (collect).

This press release is neither an offer to purchase nor a solicitation for
acceptance of a tender offer, which may be made only pursuant to the terms of
the Offer to Purchase and the Letter of Transmittal. The tender offer does
not constitute an offer to purchase notes in any jurisdiction in which, or to
or from any person to or from whom, it is unlawful to make such offer or
solicitation under applicable securities or blue sky laws. None of Apache, the
Dealer Managers or the Tender and Information Agent makes any recommendations
as to whether holders should tender their Notes pursuant to the tender offer.
Holders must make their own decisions as to whether to tender notes, and, if
so, the principal amount of notes to tender.

The Hypothetical Total Consideration in the table above is a hypothetical
illustration of the Total Consideration for the notes based on hypothetical
data per $1,000 principal amount of notes, and should, therefore, be used
solely for the purpose of obtaining an understanding of the calculation of the
Total Consideration, as quoted at hypothetical rates and times, and should not
be used or relied upon for any other purpose.

About Apache

Apache Corporation is an oil and gas exploration and production company with
operations in the United States, Canada, Egypt, the United Kingdom, Australia
and Argentina. Apache posts announcements, operational updates, investor
information and copies of all press releases on its website,
www.apachecorp.com.

Forward-looking statements

This news release contains forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933 and Section 21E of the Securities
Exchange Act of 1934. Forward-looking statements can be identified by words
such as "anticipates," "intends," "plans," "seeks," "believes," "estimates,"
"expects," and similar references to future periods. While forward-looking
statements are based on assumptions and analyses made by us that we believe to
be reasonable under the circumstances, whether actual results and developments
will meet our expectations and predictions depend on a number of risks and
uncertainties which could cause our actual results, performance, and financial
condition to differ materially from our expectations. See "Risk Factors" in
our 2012 Form 10-K filed with the Securities and Exchange Commission for a
discussion of risk factors that affect our business. Any forward-looking
statement made by us in this news release speaks only as of the date on which
it is made. Factors or events that could cause our actual results to differ
may emerge from time to time, and it is not possible for us to predict all of
them. We undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future development, or
otherwise, except as may be required by law.

APA-F

SOURCE Apache Corporation

Website: http://www.apachecorp.com
Contact: Media, Patrick Cassidy, (713) 296-6100, or Bill Mintz, (713)
296-7276, or Bob Dye, (713) 296-6662, or Investors, Brady Parish, Castlen
Kennedy, Christopher Cortez or Alicia Reis, (281) 302-2286, Website:
www.apachecorp.com
 
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