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Apache Corporation Announces Results Of $850 Million Cash Tender Offer As Of Early Tender Time

 Apache Corporation Announces Results Of $850 Million Cash Tender Offer As Of
                              Early Tender Time

PR Newswire

HOUSTON, Dec. 6, 2013

HOUSTON, Dec. 6, 2013 /PRNewswire/ -- Apache Corporation (NYSE, Nasdaq: APA)
announced today that, pursuant to its previously announced $850 million cash
tender offer, approximately $2.7 billion in aggregate principal amount of
notes subject to the tender offer was validly tendered and not withdrawn at or
before the "Early Tender Time," which was 5:00 p.m., Eastern time, on December
5, 2013, according to information provided by Global Bondholder Services
Corporation, the depositary for the tender offer, as more fully set forth
below. The terms and conditions of the tender offer are described in detail
in an Offer to Purchase dated November 21, 2013 and a related Letter of
Transmittal.

                       Principal      Acceptance Principal
Title of                                                      Percentage of
Security     CUSIP No. Amount         Priority   Amount       Outstanding
                                                              Amount Tendered
                       Outstanding    Level      Tendered
2.625% Notes 037411BD6 $1,200,000,000 1          $668,616,000 55.72%
due 2023
3.25% Notes  037411AZ8 $1,100,000,000 2          $661,774,000 60.16%
due 2022
3.625% Notes 037411AX3 $500,000,000   3          $202,772,000 40.55%
due 2021
4.75% Notes  037411BA2 $1,500,000,000 4          $791,119,000 52.74%
due 2043
4.25% Notes  037411BC8 $800,000,000   5          $396,238,000 49.53%
due 2044

The tender offer is scheduled to expire at 11:59 p.m., Eastern time, on
December 19, 2013, the "Expiration Time," unless extended. Holders of notes
who tendered their notes on or before the "Withdrawal Date," which was 5:00
p.m., Eastern time, on December 5, 2013, may no longer withdraw their notes,
unless otherwise required by law.

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 All notes validly tendered and not validly withdrawn in the tender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. Notes of the series in the lowest acceptance priority level
accepted for purchase in accordance with the terms and conditions of the
tender offer will be subject to proration so that Apache will only accept for
purchase notes up to a combined aggregate principal amount of $850,000,000.
Accordingly, as described in the Offer to Purchase, notes with acceptance
priority levels 3, 4 and 5, the 3.625% Notes due 2021, the 4.75% Notes due
2043 and the 4.25% Notes due 2044, respectively, are not expected to be
accepted for purchase pursuant to the tender offer, based upon the amount of
notes with acceptance priority levels 1 and 2 validly tendered and not
withdrawn at or before the Early Tender Time.

In order to receive the Total Consideration (described below), holders of
notes subject to the tender offer must have validly tendered and not validly
withdrawn their notes at or before the Early Tender Time. 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 Early
Tender Payment of $30 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 applicable U.S. Treasury Reference Security specified on the
cover page of the Offer to Purchase, 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.

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.

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.

Website: www.apachecorp.com

APA-F





SOURCE Apache Corporation

Website: http://www.apachecorp.com
Contact: Media: (713) 296-6100, Patrick Cassidy; (713) 296-7276, Bill Mintz;
(713) 296-6662, Bob Dye; Investor: (281) 302-2286, Brady Parish; Castlen
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