APACHE CORPORATION

OFFER TO PURCHASE FOR CASH
Any and All of its Outstanding Notes of the Series listed below:


Title of Security

CUSIP

Acceptance Priority Level(1)

Principal Amount Outstanding

Purchase Price(2)

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