Apache Corporation Announces Total Consideration For $850 Million Cash Tender Offer; Terminates Cash Tender Offer With Respect

Apache Corporation Announces Total Consideration For $850 Million Cash Tender
  Offer; Terminates Cash Tender Offer With Respect To 3.625% Notes Due 2021,
                4.75% Notes Due 2043 And 4.25% Notes Due 2044

PR Newswire

HOUSTON, Dec. 6, 2013

HOUSTON, Dec. 6, 2013 /PRNewswire/ --Apache Corporation (NYSE, Nasdaq: APA)
announced today the reference yields, Total Consideration and Tender Offer
Consideration for each series of notes subject to its previously announced
$850 million cash tender offer. 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.

Based upon the results of the tender offer as of the Early Tender Time (as
defined below) as reported in the news release issued this morning to report
results of the tender offer as of the Early Tender Time, Apache determined
that none of the 3.625% Notes due 2021, 4.75% Notes due 2043 or 4.25% Notes
due 2044 would ultimately be accepted for purchase under the terms of the
tender offer. Accordingly, Apache also announced today that it is terminating
the tender offer with respect to the 3.625% Notes due 2021, 4.75% Notes due
2043 and 4.25% Notes due 2044. Any tendered 3.625% Notes due 2021, 4.75%
Notes due 2043 and 4.25% Notes due 2044 will be promptly returned to holders.

The reference yields for the 2.625% Notes due 2023 and the 3.25% Notes due
2022 (the "notes"), respectively, were calculated by Citigroup Global Markets
Inc., J.P. Morgan Securities LLC and RBS Securities Inc., the Dealer Managers
for the tender offer, at 2:00 p.m., Eastern time, today. The Total
Consideration for each series of notes is determined by reference to a fixed
spread specified for such series over the applicable reference yield, in each
case as set forth in the table below, and is payable in respect of notes
validly tendered and not validly withdrawn at or before the "Early Tender
Time," which was 5:00 p.m., Eastern time, on December 5, 2013, and accepted
for purchase pursuant to the terms of the tender offer. Holders of notes who
validly tender their notes after the Early Tender Time and at or before the
"Expiration Time," which is 11:59 p.m., Eastern time, on December 19, 2013,
will receive the applicable Tender Offer Consideration per $1,000 principal
amount of such notes 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, which is currently expected to be Friday, December 20, 2013.



                          Acceptance                             Total
Title of                             U.S. Treasury Fixed Spread  Consideration
Security        CUSIP No. Priority   Reference     (Basis        per $1,000
                                     Security      Points)       Principal
                          Level                                  Amount
2.625% Notes    037411BD6 1          2.75% due     +65           $931.31
due 2023                             Nov. 15, 2023
3.25% Notes due 037411AZ8 2          2.75% due     +50           $991.86
2022                                 Nov. 15, 2023



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 2 being the lowest acceptance priority
level. All 2.625% Notes due 2023 validly tendered and not validly withdrawn
in the tender offer will be accepted before any tendered 3.25% Notes due 2022
are accepted in the tender offer. Notes of the series in the lower 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.

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; or Investor, (281) 302-2286, Brady Parish, Castlen
Kennedy, Christopher Cortez, Alicia Reis