|
APACHE CORPORATION
OFFER TO PURCHASE FOR CASH
Any and All of its Outstanding Notes of the Series listed below:
|
|
|
Acceptance Priority Level(1)
|
Principal Amount Outstanding
|
|
|
4.625% Notes due 2025
|
037411 BH7
|
1
|
$496,518,000
|
$1,050.00
|
|
4.375% Notes due 2028
|
037411 BE4
|
2
|
$702,979,000
|
$1,042.50
|
|
4.250% Notes due 2030
|
037411 BF1
|
3
|
$579,497,000
|
$1,042.50
|
|
4.875% Notes due 2027
|
037411 BJ3
|
4
|
$367,691,000
|
$1,060.00
|
|
7.750% Notes due 2029
|
03746 AAA8
|
5
|
$235,407,000
|
$1,205.00
|
|
7.700% Notes due 2026
|
037411 AJ4
|
6
|
$78,588,000
|
$1,150.00
|
|
7.950% Notes due 2026
|
037411 AK1
|
7
|
$132,118,000
|
$1,160.00
|
_________________________________________________________________________________________________________________________________________
(1)
Subject to the satisfaction or waiver of the conditions of the Offers (as defined below) described in this Offer to Purchase (as defined below),
if the Maximum Purchase Condition (as defined below) is not satisfied with respect to every series of Notes, we will accept Notes for
purchase in the order of their respective Acceptance Priority Level specified in the table above (each, an “Acceptance Priority Level,” with
1 being the highest Acceptance Priority Level and 7 being the lowest Acceptance Priority Level). It is possible that a series of Notes with a
particular Acceptance Priority Level will not be accepted for purchase even if one or more series with a higher or lower Acceptance Priority
Level are accepted for purchase.
(2) Per $1,000 principal amount of Notes validly tendered and accepted for purchase. In addition, we will pay accrued and unpaid interest as set
forth below.
To view copie(s) of the Tender Offer document(s) please click on the
link(s) below
Offer to Purchase
To obtain additional copies of the Offer Documents, please contact the Information Agent.
The Tender Agent and Information Agent for the Offer is:
D.F. KING & CO., INC.
48 Wall Street, 22nd Floor
New York, New York 10005
Email: apache@dfking.com
Banks and Brokers call: (212) 269-5550
Toll free (U.S. only): (800) 714-3311
By Facsimile:
(For Eligible Institutions only)
(212) 709-3328
Attention: Michael Horthman
Confirmation:
(212) 232-3233, Attn: Michael Horthman
|
The Lead Dealer Managers for the Tender Offers are:
Citigroup Capital Markets Inc.
388 Greenwich Street
New York, New York 10013
Attn: Liability Management Group
Toll-Free: (800) 558-3745
Collect: (212) 723-6106
|
Mizuho Securities USA LLC
1271 Avenue of the Americas
New York, New York 10020
Attention: Liability Management
Toll-Free: (866) 271-7403
Collect: (212) 205-7736
|
MUFG Securities Americas Inc.
1221 Avenue of the Americas, 6th Floor
New York, New York 10020 USA
Attn: Liability Management
U.S.: (212) 405-7481
U.S. Toll-Free: (877) 744-4532
|
Truist Securities, Inc.
3333 Peachtree Road, N.E.
Atlanta Financial Center, South Tower, 9
Atlanta, Georgia 30326
U.S.: (404) 926-5262
|
Wells Fargo Securities LLC
550 South Tryon Street, 5th Floor
Charlotte, North Carolina 28202
Attn: Liability Management Group
Toll-Free: (866) 309-6316
Collect: (704) 410-4756
Email: liabilitymanagement@wellsfargo.com
|
|