APA Corporation Commences Private Exchange and Tender Offers for Certain Series of Outstanding Apache Corporation Notes and Debentures and Solicitation of Consents to Amend Certain Related Indentures

/EIN News/ -- HOUSTON, Dec. 03, 2024 (GLOBE NEWSWIRE) -- APA Corporation (“APA”) (Nasdaq: APA) announced today that it has commenced offers to (i) exchange (the “Exchange Offers”) any and all validly tendered and accepted notes issued by Apache Corporation, its wholly-owned subsidiary (“Apache”), for new notes to be issued by APA as described in the table below titled “Exchange Offers” and (ii) purchase for cash (the “Tender Offers” and together with the Exchange Offers, the “Offers”) up to $1,000,000,000 aggregate principal amount of any and all validly tendered and accepted Apache notes listed in the table below titled “Tender Offers” (collectively, the “Apache Tender Notes”), subject to the applicable Series Cap and the Maximum Purchase Amount (each as defined below), in each case for the consideration described in the Offering Memorandum (as defined below) and summarized in the respective tables below. Only holders who have duly completed and returned an eligibility letter certifying that they are either (1) a “qualified institutional buyer” (“QIB”) as defined in Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”) or (2) a non-“U.S. person” (as defined in Rule 902 under the Securities Act) located outside of the United States and who is a “Non-U.S. qualified offeree” (as defined in the eligibility letter) are authorized to receive the Offering Memorandum and to participate in the Offers (each such holder, an “Eligible Holder”). The eligibility letter is available electronically at www.dfking.com/apache. Capitalized terms used in this release but not otherwise defined have the meaning given in the Offering Memorandum.

Exchange Offers
CUSIP No.	Series of notes or debentures issued by Apache (collectively, the “Apache Notes”)	Aggregate principal amount outstanding		Series of notes or debentures to be issued as Exchange Consideration by APA (collectively, the “APA Notes”)	Exchange Consideration (1)	Exchange Early Participation Premium (1)	Exchange Total Consideration (2)
037411 AJ4	7.70% Notes due 2026 (the “March 2026 Notes”)	$78,588,000		7.70% Notes due 2026 (the “New March 2026 Notes”)	$970 (in APA Notes) $1.00 (in cash)	$30 (in APA Notes)	$1,000 (in APA Notes) $1.00 (in cash)
037411 AK1	7.95% Notes due 2026 (the “April 2026 Notes”)	$132,118,000		7.95% Notes due 2026 (the “New April 2026 Notes”)	$970 (in APA Notes) $1.00 (in cash)	$30 (in APA Notes)	$1,000 (in APA Notes) $1.00 (in cash)
037411 BJ3	4.875% Notes due 2027 (the “2027 Notes”)	$107,724,000		4.875% Notes due 2027 (the “New 2027 Notes”)	$970 (in APA Notes) $1.00 (in cash)	$30 (in APA Notes)	$1,000 (in APA Notes) $1.00 (in cash)
037411 BE4	4.375% Notes due 2028 (the “2028 Notes”)	$324,715,000		4.375% Notes due 2028 (the “New 2028 Notes”)	$970 (in APA Notes) $1.00 (in cash)	$30 (in APA Notes)	$1,000 (in APA Notes) $1.00 (in cash)
03746AAA8	7.75% Notes due December 15, 2029 (the “2029 Notes”)	$235,407,000		7.75% Notes due December 15, 2029 (the “New 2029 Notes”)	$970 (in APA Notes) $1.00 (in cash)	$30 (in APA Notes)	$1,000 (in APA Notes) $1.00 (in cash)
037411 BF1	4.250% Notes due 2030 (the “2030 Notes”)	$515,917,000		4.250% Notes due 2030 (the “New 2030 Notes”)	$970 (in APA Notes) $1.00 (in cash)	$30 (in APA Notes)	$1,000 (in APA Notes) $1.00 (in cash)
037411 AR6	6.000% Notes due 2037 (the “2037 Notes”)	$443,223,000		6.000% Notes due 2037 (the “New 2037 Notes”)	$970 (in APA Notes) $1.00 (in cash)	$30 (in APA Notes)	$1,000 (in APA Notes) $1.00 (in cash)
037411 AW5	5.100% Notes due 2040 (the “2040 Notes”)	$1,332,639,000		5.100% Notes due 2040 (the “New 2040 Notes”)	$970 (in APA Notes) $1.00 (in cash)	$30 (in APA Notes)	$1,000 (in APA Notes) $1.00 (in cash)
037411 AY1	5.250% Notes due 2042 (the “2042 Notes”)	$399,131,000		5.250% Notes due 2042 (the “New 2042 Notes”)	$970 (in APA Notes) $1.00 (in cash)	$30 (in APA Notes)	$1,000 (in APA Notes) $1.00 (in cash)
037411 BA2	4.750% Notes due 2043 (the “2043 Notes”)	$427,662,000		4.750% Notes due 2043 (the “New 2043 Notes”)	$970 (in APA Notes) $1.00 (in cash)	$30 (in APA Notes)	$1,000 (in APA Notes) $1.00 (in cash)
037411 BC8	4.250% Notes due 2044 (the “2044 Notes”)	$210,863,000		4.250% Notes due 2044 (the “New 2044 Notes”)	$970 (in APA Notes) $1.00 (in cash)	$30 (in APA Notes)	$1,000 (in APA Notes) $1.00 (in cash)
037411 AM7	7.375% Debentures due 2047 (the “2047 Debentures”)	$150,000,000		7.375% Debentures due 2047 (the “New 2047 Debentures”)	$970 (in APA Notes) $1.00 (in cash)	$30 (in APA Notes)	$1,000 (in APA Notes) $1.00 (in cash)
037411 BG9	5.350% Notes due 2049 (the “2049 Notes”)	$386,754,000		5.350% Notes due 2049 (the “New 2049 Notes”)	$970 (in APA Notes) $1.00 (in cash)	$30 (in APA Notes)	$1,000 (in APA Notes) $1.00 (in cash)
037411 AL9	7.625% Debentures due 2096 (the “2096 Debentures”)	$39,170,000		7.625% Debentures due 2096 (the “New 2096 Debentures”)	$970 (in APA Notes) $1.00 (in cash)	$30 (in APA Notes)	$1,000 (in APA Notes) $1.00 (in cash)

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(1)  Consideration per $1,000 principal amount of Apache Notes validly tendered and accepted for exchange, subject to any rounding as described in the Offering Memorandum.
(2)  Includes the Exchange Early Participation Premium payable for Apache Notes validly tendered prior to the Early Consent Date and not validly withdrawn and the Exchange Consideration.

Tender Offers
CUSIP No.	Series of notes or debentures issued by Apache	Aggregate principal amount outstanding		Series cap (1)	Reference U.S. Treasury Security	Bloomberg Reference Page (2)	Fixed Spread (basis points)	Tender Early Participation Premium (3)
037411 AW5	5.100% Notes due 2040 (the “2040 Notes”)	$1,332,639,000		$700,000,000	4.625% U.S. Treasury due November 15, 2044	FIT1	155	$30
037411 AY1	5.250% Notes due 2042 (the “2042 Notes”)	$399,131,000		$125,000,000	4.625% U.S. Treasury due November 15, 2044	FIT1	155	$30
037411 BA2	4.750% Notes due 2043 (the “2043 Notes”)	$427,662,000		$125,000,000	4.625% U.S. Treasury due November 15, 2044	FIT1	160	$30
037411 BC8	4.250% Notes due 2044 (the “2044 Notes”)	$210,863,000		$50,000,000	4.625% U.S. Treasury due November 15, 2044	FIT1	175	$30
037411 AR6	6.000% Notes due 2037 (the “2037 Notes”)	$443,223,000		(4)	4.250% U.S. Treasury due November 15, 2034	FIT1	155	$30

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(1)  The Series Cap represents the maximum aggregate principal amount of such series of Apache Tender Notes that will be purchased pursuant to the Tender Offers, subject to the Maximum Purchase Amount. APA reserves the right, but is under no obligation, to increase, decrease or eliminate the Series Cap and/or the Maximum Purchase Amount at any time, subject to applicable law. Any validly tendered Apache Tender Notes not accepted for purchase in the Tender Offers because the Series Cap or the Maximum Purchase Amount is exceeded will be exchanged for APA Notes in the Exchange Offers and holders of such Apache Tender Notes will receive the Exchange Total Consideration or Exchange Consideration, as applicable, as further described in the Offering Memorandum.
(2)  The Bloomberg Reference Page is provided for convenience only. To the extent any Bloomberg Reference Page changes prior to the Price Determination Date (as defined below), the Dealer Managers will quote the applicable Reference Treasury Security from the updated Bloomberg Reference Page.
(3)  Per $1,000 principal amount of Apache Tender Notes.
(4)  The Series Cap for the 2037 Notes is equal to the Maximum Aggregate Amount less the aggregate principal amount of the 2040 Notes, the 2042 Notes, the 2043 Notes, and the 2044 Notes accepted for purchase in the Tender Offers, provided that the Series Cap for the 2037 Notes will not exceed $50,000,000.

When submitting a tender of Apache Tender Notes, an Eligible Holder must elect to participate in either the Exchange Offer or the Tender Offer with respect to any series of Apache Notes tendered. Any validly tendered Apache Tender Notes not accepted for purchase in the Tender Offers because the Series Cap or the Maximum Purchase Amount is exceeded will be exchanged for APA Notes in the Exchange Offers and holders of such Apache Tender Notes will receive the Exchange Total Consideration or Exchange Consideration, as applicable.

For each $1,000 principal amount of Apache Notes that is validly tendered in the Exchange Offers prior to the Early Consent Date and not validly withdrawn, Eligible Holders will be eligible to receive the Exchange Total Consideration set out in the table above (the “Exchange Total Consideration”). The Exchange Total Consideration includes both the Exchange Consideration (as defined below) and the Exchange Early Participation Premium set out in the table above (the “Exchange Early Participation Premium”), which consists of $30 principal amount of APA Notes of the applicable series. In exchange for each $1,000 principal amount of Apache Notes that is validly tendered after the Early Consent Date but prior to the Expiration Time and not validly withdrawn, Eligible Holders will be eligible to receive $970 principal amount of APA Notes of the applicable series and $1.00 in cash (the “Exchange Consideration”).

For each $1,000 principal amount of Apache Tender Notes that is validly tendered in the Tender Offers prior to the Early Consent Date and not validly withdrawn, Eligible Holders will be eligible to receive the Tender Total Consideration as defined below. The Tender Total Consideration includes both the Tender Consideration (as defined below) and the Tender Early Participation Premium set out in the table above (the “Tender Early Participation Premium”), which consists of $30 in cash. In exchange for each $1,000 principal amount of Apache Notes that is validly tendered after the Early Consent Date but prior to the Expiration Time and not validly withdrawn, Eligible Holders will be eligible to receive the Tender Total Consideration less the Tender Early Participation Premium (the “Tender Consideration”).

The “Tender Total Consideration” for each $1,000 principal amount of Apache Tender Notes validly tendered in the Tender Offers prior to the Early Consent Date and not validly withdrawn, which includes the Tender Early Participation Premium applicable to Tender Offers, will be determined in the manner described in the Offering Memorandum by reference to the applicable fixed spread specified on the table above titled “Tender Offers” for each series of Apache Tender Notes over the yield based on the bid-side price of the applicable U.S. Treasury Security specified on the table above titled “Tender Offers”, as calculated by BofA Securities, Inc., HSBC Securities (USA) Inc., Mizuho Securities USA LLC and RBC Capital Markets, LLC at 10:00 a.m., New York City time, on the eleventh business day immediately following the date hereof, unless extended (subject to certain exceptions set forth in the Offering Memorandum, such time and date, as the same may be extended, the “Price Determination Date”). APA expects that the Price Determination Date will be December 17, 2024.

Each APA Note issued in exchange for an Apache Note pursuant to an Exchange Offer will have an interest rate and maturity date that are identical to the interest rate and maturity date of such tendered Apache Note, as well as identical interest payment dates and identical optional redemption prices, if applicable. No accrued but unpaid interest will be paid on the Apache Notes in connection with the Exchange Offers. However, the first interest payment for each series of APA Notes issued in the exchange will include accrued interest from the most recent interest payment date (or the most recent date to which interest has been paid or duly provided for) for such tendered Apache Note. The APA Notes will be unsecured general obligations of APA and will rank equally with all other unsecured and unsubordinated indebtedness of APA from time to time outstanding. The APA Notes offered will also be structurally subordinated to all existing and future liabilities of any of APA’s subsidiaries and any subsidiaries that APA may in the future acquire or establish.

Pursuant to the Tender Offers, APA is offering to purchase for cash up to $1,000,000,000 aggregate principal amount (the “Maximum Purchase Amount”) of any and all Apache Tender Notes validly tendered and not validly withdrawn, subject to the terms and conditions set forth in the Offering Memorandum. In addition to the consideration described above, Eligible Holders who elect to participate in a Tender Offer will also receive accrued and unpaid interest on Apache Tender Notes accepted for purchase in the Tender Offers from, and including, the last interest payment date for the relevant series of Apache Tender Notes up to, but excluding, the Settlement Date. APA’s obligation to accept for purchase, and to pay for, Apache Tender Notes that are validly tendered and not validly withdrawn pursuant to each Tender Offer is also conditioned on the receipt by APA, at or prior to the Settlement Date, of the net proceeds, in an amount sufficient to pay for such Apache Tender Notes, from the issuance of indebtedness in one or more debt financing transactions on terms reasonably satisfactory to APA (the “Financing Condition”).

As indicated under “Series Cap” in the table above, the Apache Tender Notes are subject to a Series Cap (“Series Cap”). The Series Cap represents the maximum aggregate principal amount of such series of Apache Tender Notes that will be purchased pursuant to the Tender Offers, subject to the Maximum Purchase Amount. APA reserves the right, but is under no obligation, to increase, decrease, or eliminate any Series Cap or the Maximum Purchase Amount at any time, subject to applicable law. Subject to applicable law, APA may increase, decrease or eliminate the Series Cap without extending the Withdrawal Time. If the Series Cap is reached in respect of the applicable series of Apache Tender Notes at or prior to the Early Consent Date, no Apache Tender Notes of such series that are tendered after the Early Consent Date will be accepted for purchase, subject to the increase of such Series Cap.

Subject to the Maximum Purchase Amount, each Series Cap and proration, the Apache Tender Notes tendered at or prior to the Early Consent Date will be accepted for purchase in priority to other Apache Tender Notes tendered after the Early Consent Date.

Acceptance of tenders of any series of Apache Tender Notes may be subject to proration if the aggregate principal amount of Apache Tender Notes validly tendered and not validly withdrawn would cause a Series Cap or the Maximum Purchase Amount to be exceeded. Following the proration of any such Apache Tender Notes, the remainder of any such Holder’s Apache Tender Notes will be exchanged for APA Notes in the Exchange Offers and holders of such Apache Tender Notes will receive the Exchange Total Consideration or Exchange Consideration, as applicable. Furthermore, if the Tender Offers are fully subscribed as of the Early Consent Date, Eligible Holders who validly tender Apache Tender Notes after the Early Consent Date will not have any of such Apache Tender Notes accepted for purchase in the Tender Offers and any such Apache Tender Notes will be exchanged for APA Notes in the applicable Exchange Offer and holders of such Apache Tender Notes will receive the Exchange Total Consideration or Exchange Consideration, as applicable.

In the event an Eligible Holder’s Apache Tender Notes are validly tendered and accepted in the Tender Offers but are prorated, and such Eligible Holder’s Apache Tender Notes that are not accepted due to such proration are in an amount less than the authorized denominations under the relevant Apache Indenture, APA shall, in its sole discretion, elect to either (1) accept the full amount of Apache Tender Notes tendered by such Eligible Holder in the Tender Offer and such Eligible Holder will receive the Tender Total Consideration or the Tender Consideration, as applicable, or (2) reject the full amount of Apache Tender Notes tendered by such Eligible Holder in the Tender Offer and such rejected Apache Tender Notes will be exchanged for APA Notes in the applicable Exchange Offer and the holder of such Apache Tender Notes will receive the Exchange Total Consideration or Exchange Consideration, as applicable.

In connection with the Offers, Apache is soliciting consents (the “Consent Solicitations”) from each holder of the Apache Notes to amend (the “Proposed Amendments”) each indenture governing the respective Apache Notes (the “Apache Indentures”) to among other things, eliminate substantially all of the restrictive covenants in the Apache Indentures, eliminate certain events of default, amend the required notice periods in a redemption of securities, and make certain conforming changes to such indentures to reflect the Proposed Amendments. If the Proposed Amendments are adopted, the Apache Notes will be governed by the respective Apache Indenture, as amended by the Proposed Amendments, which will have less restrictive terms and afford reduced protections to the holders of those securities compared to those terms and protections currently in the Apache Indentures. In order for the Proposed Amendments to the applicable Apache Indentures to be adopted with respect to a series of Apache Notes, Apache must receive the requite consent required under each Apache Indenture from the outstanding aggregate principal amount of the Apache Notes of the series affected by the Proposed Amendments, and those consents must be received and not withdrawn prior to the Consent Revocation Deadline (as defined below). The requisite consent required with respect to the 4.875% Notes due 2027, the 4.375% Notes due 2028, the 4.250% Notes due 2030, and the 5.350% Notes due 2049 is at least a majority in aggregate principal amount outstanding, and the requisite consent required with respect to the rest of the Apache Notes is at least 66⅔% in aggregate principal amount outstanding (collectively, the “Requisite Consents”).

The Offers for each series of the Apache Notes will expire at 5:00 p.m., New York City time, on January 2, 2025, unless extended (the “Expiration Time”). Consents to the Proposed Amendments may be revoked at any time prior to 5:00 p.m., New York City time, on December 16, 2024, unless extended (the “Consent Revocation Deadline”). Holders may revoke a consent at any time prior to the Consent Revocation Deadline by withdrawing the Apache Notes such holder tendered in the applicable Offer. A valid withdrawal of tendered Apache Notes prior to the Consent Revocation Deadline will be deemed to be a concurrent withdrawal of the related consent. However, a valid withdrawal of Apache Notes after the Consent Revocation Deadline will not be deemed a revocation of the related consent and such consent will continue to be deemed delivered (but such holder would still receive the Early Participation Premium). To be eligible to receive the Total Consideration under the relevant Offer, Eligible Holders must validly tender and not validly withdraw their Apache Notes at or prior to 5:00 p.m., New York City time, on December 16, 2024, unless extended (such time and date, as the same may be extended with respect to an Offer, the “Early Consent Date”). APA plans to pay the cash consideration and issue the APA Notes promptly following the Expiration Time, which is expected to be January [9], 2025 (the “Settlement Date”), assuming that the conditions to the Offers are satisfied or, where permitted, waived.

BofA Securities, Inc., HSBC Securities (USA) Inc., Mizuho Securities USA LLC and RBC Capital Markets, LLC are acting as Lead Dealer Managers, Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc. and Wells Fargo Securities, LLC are acting as Dealer Managers and D.F. King & Co., Inc. is acting as the Tender Agent and Information Agent for the Offers and the Consent Solicitations. Requests for documents may be directed to D.F. King & Co., Inc., for banks and brokers, collect at (212) 269-5550, for all others, toll-free at (866) 416-0576, at apache@dfking.com or may be downloaded at www.dfking.com/apache. Questions regarding the Offers and the Consent Solicitations may be directed to BofA Securities, Inc. collect at (980) 387-3907 or toll-free at (888) 292-0070, HSBC Securities (USA) Inc. collect at (212) 525-5552 or toll-free at (888) 292-0070, Mizuho Securities USA LLC collect at (212) 205-7741 or toll-free at (866) 271-7403 or RBC Capital Markets, LLC collect at (212) 618-7843 or toll-free at (877) 381-2099.

The Offers and the Consent Solicitations are being made upon the terms and subject to the conditions set forth in APA’s Offering Memorandum and Consent Solicitation Statement, dated as of December 3, 2024 (the “Offering Memorandum”). Tendered Apache Notes may be validly withdrawn at any time prior to the Withdrawal Time, and the related consents may be revoked at any time prior to the Consent Revocation Deadline. APA may withdraw, amend, or, if a condition to an Offer is not satisfied or, where permitted, waived, terminate the Offers and the Consent Solicitations, subject to applicable law.

The consummation of the Offers and the Consent Solicitations is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the conditions discussed in the Offering Memorandum, including, among other things, the receipt of the Requisite Consents to the Proposed Amendments from holders of the outstanding aggregate principal amount of the applicable series of Apache Notes, and with respect to the Tender Offers, the Financing Condition and the operation of the Series Cap and the Maximum Purchase Amount.

This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities described herein, including in connection with the Financing Condition, and is also not a solicitation of the related consents. The Offers and the Consent Solicitations are not being made in any state or jurisdiction in which such Offers and Consent Solicitations would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. None of APA, Apache, the Dealer Managers, or the Tender Agent and Information Agent is making any recommendation as to whether holders of any series of Apache Notes should exchange their Apache Notes in the Exchange Offers, tender their Apache Tender Notes in the Tender Offers or deliver consents to the Proposed Amendments to the Apache Indentures and the applicable series of Apache Notes in the Consent Solicitations. Holders are urged to evaluate carefully all information in the Offering Memorandum, including the documents incorporated by reference therein, consult their investment, accounting, legal and tax advisors and make their own decisions as to whether to participate in the Offers and the Consent Solicitations. The Offers and the Consent Solicitations may be made only pursuant to the terms of the Offering Memorandum and the other related materials.

About APA and Apache

APA Corporation owns consolidated subsidiaries that explore for and produce oil and natural gas in the United States, Egypt and the United Kingdom and that explore for oil and natural gas offshore Suriname and elsewhere.

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,” “goals,” “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 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 “Risk Factors” in the Offering Memorandum and under “Forward-Looking Statements and Risk” and “Risk Factors” in APA’s Annual Report on Form 10-K for the year ended December 31, 2023, and in its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024, and September 30, 2024 (each of which is incorporated by reference in the Offering Memorandum) 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 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. APA and its subsidiaries 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.

Contacts
Investor: (281) 302-2286	Gary Clark
Media: (713) 296-7276	Alexandra Franceschi
Website: www.apacorp.com

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