Apache Corporation Announces Upsizing, Expiration and Results of Cash Tender Offer for Any and All of Certain of its Outstanding Notes

Rhea-AI Summary

Apache Corporation has modified its cash tender offers, increasing the maximum purchase amount from $500 million to $1.1 billion. The offers, which expired on March 18, 2022, allow for the purchase of outstanding notes. A total of $1,083.37 million in principal amount of notes were tendered and accepted, amounting to a purchase price of approximately $1.137 billion. Settlement for the accepted notes is anticipated on March 21, 2022, with additional settlements for guaranteed delivery on March 23, 2022.

Positive

• Increased maximum purchase amount for tender offers from $500 million to $1.1 billion.
• Total principal amount of notes tendered and accepted reached $1,083.37 million.

Negative

• None.

HOUSTON, March 18, 2022 (GLOBE NEWSWIRE) -- Apache Corporation announced today that it has amended its previously announced cash tender offers (each, an “Offer” and collectively, the “Offers”) to purchase up to $500 million in aggregate principal amount of its outstanding notes listed in the table below (the “Notes,” and each, a “Series” of Notes) made pursuant to Apache’s Offer to Purchase, dated March 14, 2022 (the “Offer to Purchase”), to increase the Maximum Purchase Amount from $500 million to $1,103,610,000. All other terms and conditions of the Offers set forth in the Offer to Purchase remain unchanged. The Offers expired at 5:00 p.m., New York City time, on March 18, 2022 (the “Expiration Time”).

The Offers were made on the terms and subject to the conditions set forth in the Offer to Purchase and the related notice of guaranteed delivery (the “Notice of Guaranteed Delivery” and, together with the Offer to Purchase, the “Offer Documents”).

The table below sets forth certain information about the Offers, including the aggregate principal amount of Notes validly tendered and accepted in the Offers, and the aggregate principal amount of Notes reflected in Notices of Guaranteed Delivery delivered at or prior to the Expiration Time pursuant to the Offer Documents.

Title of Security	CUSIP	Acceptance Priority Level	Principal Amount Outstanding		Purchase Price(1)		Principal Amount Tendered(2)		Principal Amount Accepted(2)		Principal Amount Reflected in Notices of Guaranteed Delivery to be Accepted
4.625% Notes due 2025	037411 BH7	1	$496,518,000		$1,050.00		$445,729,000		$445,729,000		$1,971,000
4.375% Notes due 2028	037411 BE4	2	$702,979,000		$1,042.50		$377,700,000		$377,700,000		$16,920,000
4.250% Notes due 2030	037411 BF1	3	$579,497,000		$1,042.50		$323,917,000		$0		—
4.875% Notes due 2027	037411 BJ3	4	$367,691,000		$1,060.00		$259,942,000		$259,942,000		$1,348,000
7.750% Notes due 2029	03746 AAA8	5	$235,407,000		$1,205.00		$80,062,000		$0		—
7.700% Notes due 2026	037411 AJ4	6	$78,588,000		$1,150.00		$9,464,000		$0		—
7.950% Notes due 2026	037411 AK1	7	$132,118,000		$1,160.00		$45,169,000		$0		—

^{(1) Per $1,000 principal amount of Notes validly tendered and accepted for purchase in the Offers (exclusive of any accrued and unpaid interest, which will be paid in addition to the Purchase Price, from, and including, the last interest payment date for the relevant Series of Notes up to, but excluding, the Settlement Date (as defined below) (“Accrued Interest”)).}

^{(2) The amounts exclude the principal amounts of Notes for which holders have complied with certain procedures applicable to guaranteed delivery pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase). Such amounts remain subject to the Guaranteed Delivery Procedures. Notes tendered pursuant to the Guaranteed Delivery Procedures are required to be tendered at or prior to 5:00 p.m., New York City time, on March 22, 2022.}

Overall, $1,083,371,000 principal amount of Notes have been tendered and accepted for purchase for an aggregate Purchase Price of approximately $1.137 billion, which includes applicable premium and excludes Accrued Interest. The amounts in the foregoing sentence also exclude Notes delivered pursuant to the Guaranteed Delivery Procedures (as defined in the Offer to Purchase).

Settlement for Notes validly tendered at or prior to the Expiration Time is expected to occur on March 21, 2022, the first business day following the Expiration Time (the “Settlement Date”). Settlement for Notes delivered pursuant to the Guaranteed Delivery Procedures and accepted for purchase pursuant to the Offers is expected to occur on March 23, 2022, the third business day following the Expiration Time (the “Guaranteed Delivery Settlement Date”).

In addition to the Purchase Price, all Notes validly tendered and accepted for purchase pursuant to the Offers, will, on the Settlement Date or the Guaranteed Delivery Settlement Date, as applicable, also receive Accrued Interest in respect of such Notes. For the avoidance of doubt, Accrued Interest will cease to accrue on the Settlement Date for all Notes accepted in the Offers and holders of the Notes whose Notes are tendered pursuant to the Guaranteed Delivery Procedures described in the Offer Documents and are accepted for purchase will not receive payment in respect of any interest for the period from and including the Settlement Date.

Apache’s obligation to accept Notes tendered in each Offer was subject to the satisfaction or waiver of certain conditions described in the Offer to Purchase, including the Maximum Purchase Condition (as defined in the Offer to Purchase).

The Maximum Purchase Condition has been satisfied with respect to all Offers. Accordingly, all Notes of the Series indicated in the table above validly tendered and not validly withdrawn at or prior to the Expiration Time have been accepted for purchase.

All other conditions described in the Offer to Purchase that were to be satisfied or waived on or prior to the Expiration Time have been satisfied.

Apache engaged Citigroup Global Markets Inc., Mizuho Securities USA LLC, MUFG Securities Americas Inc., Truist Securities, Inc. and Wells Fargo Securities, LLC to act as lead dealer managers (collectively, the “Lead Dealer Managers”) in connection with the Offers and appointed D.F. King & Co., Inc. (“D.F. King”) to serve as the Tender Agent and Information Agent for the Offers. Requests for documents may be directed to D.F. King & Co., Inc. at (800) 714-3311, apache@dfking.com or may be downloaded at www.dfking.com/apache. Questions regarding the Offers may be directed to Citigroup Global Markets Inc. collect at (212) 723-6106 or toll-free at (800) 558-3745, Mizuho Securities USA LLC collect at (212) 205-7736 or toll-free at (866) 271-7403, MUFG Securities Americas Inc. collect at (212) 405-7481 or toll-free at (877) 744-4532, Truist Securities, Inc. collect at (404) 926-5828 and Wells Fargo Securities, LLC collect at (704) 410-4756 or toll-free at (866) 309-6319.

This release is for informational purposes only and is not an offer to purchase, a solicitation of an offer to purchase, or a solicitation of consents with respect to any securities. The terms and conditions of the Offers are described in the Offer to Purchase, and this release must be read in conjunction with the Offer to Purchase. If any holder of Notes is in any doubt as to the contents of this release, or the Offer to Purchase, or the action it should take, it is recommended to seek its own financial and legal advice, including in respect of any tax consequences, immediately from its stockbroker, bank manager, solicitor, accountant, or other independent financial, tax, or legal adviser.

About Apache

Apache Corporation, a direct, wholly-owned subsidiary of APA Corporation (Nasdaq: APA), is an oil and gas exploration and production company with operations in the United States, Egypt and the United Kingdom. Apache’s parent corporation, APA Corporation, posts announcements, operational updates, investor information and press releases on its website, www.apacorp.com.

Forward-Looking Statements

This 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,” “continues,” “could,” “estimates,” “expects,” “guidance,” “may,” “might,” “outlook,” “possibly,” “potential,” “projects,” “prospects,” “should,” “will,” “would,” and similar references to future periods, but the absence of these words does not mean that a statement is not forward-looking. These statements include, but are not limited to, statements about future plans, expectations, and objectives for Apache’s operations, including statements about our capital plans, drilling plans, production expectations, asset sales, and monetizations. 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. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under “TERMS OF THE OFFERS—Certain Significant Consequences to Holders” in the Offer to Purchase and under “Forward-Looking Statements and Risk” and “Risk Factors” in Apache’s Annual Report on Form 10-K for the year ended December 31, 2021 (which is incorporated by reference in the Offer to Purchase) and similar sections in any subsequent filings, which describe risks and factors that could cause results to differ materially from those projected in those forward-looking statements. Any forward-looking statement made by Apache in this 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. Apache undertakes 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.

Contacts
Investor:	(281) 302-2286	Gary Clark
Media:	(713) 296-7276	Castlen Kennedy

Website: www.apacorp.com

FAQ

What was the new maximum purchase amount in Apache's tender offers?

Apache's tender offers now have a maximum purchase amount of $1.1 billion.

What is the total principal amount of notes tendered and accepted by Apache?

The total principal amount of notes tendered and accepted is $1,083.37 million.

When is the settlement date for Apache's accepted notes?

The settlement date for Apache's accepted notes is expected on March 21, 2022.

What amount does Apache expect to spend on the purchase of accepted notes?

Apache expects to spend approximately $1.137 billion on the purchase of accepted notes.

What is the expiry date of Apache's cash tender offers?

The expiry date of Apache's cash tender offers was March 18, 2022.