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Apache Corporation Announces Expiration Of Its $850 Million Cash Tender Offer



Apache Corporation Announces Expiration Of Its $850 Million Cash Tender Offer

PR Newswire

HOUSTON, Dec. 20, 2013

HOUSTON, Dec. 20, 2013 /PRNewswire/ -- Apache Corporation (NYSE, Nasdaq: APA)
announced today the expiration, as of 11:59 p.m., Eastern time, on December
19, 2013 (the "Expiration Time"), of its previously announced cash tender
offer to purchase up to $850 million of its 2.625% Notes due 2023 and 3.25%
Notes due 2022 (collectively, the "notes"), subject to the applicable
priorities specified in the table 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, as amended and modified by
Apache's news releases issued December 6, 2013, relating to the tender offer.

According to information provided by Global Bondholder Services Corporation,
the Depositary for the tender offer, $1,332,051,000 aggregate principal amount
of notes subject to the tender offer was validly tendered and not validly
withdrawn at or prior to the Expiration Time, as more fully set forth below.

                   Acceptance
Title of                      Principal      Principal    Principal    Proration
Security CUSIP No. Priority   Amount         Amount       Amount       Factor
                              Outstanding    Tendered     Accepted
                   Level
2.625%
Notes    037411BD6 1          $1,200,000,000 $669,203,000 $669,203,000 N/A
due 2023
3.25%
Notes    037411AZ8 2          $1,100,000,000 $662,848,000 $180,797,000 27.6%
due 2022

Apache has accepted for purchase $669,203,000 principal amount of the 2.625%
Notes due 2023 validly tendered and not withdrawn and $180,797,000 principal
amount of the 3.25% Notes due 2022 validly tendered and not validly
withdrawn.  Apache expects to make payment for all notes accepted for purchase
pursuant to the tender offer in same-day funds today, December 20, 2013.

Notes tendered in the tender offer that have not been accepted for purchase
due to proration will be returned promptly to the tendering holders.

Citigroup Global Markets Inc., J.P. Morgan Securities LLC and RBS Securities
Inc. have served as Dealer Managers for the tender offer.  Global Bondholder
Services Corporation has served as the Depositary and Information Agent for
the tender offer.

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

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, APA-C

SOURCE Apache Corporation

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