APA Corporation Announces Results of Private Exchange Offers, Tender Offers, and Consent Solicitations at Extended Early Consent Date and Upsizing of Tender Offers

Globe Newswire 23-Dec-2024 8:00 AM

HOUSTON, Dec. 23, 2024 (GLOBE NEWSWIRE) -- APA Corporation ("APA") (NASDAQ:APA) announced today the extended early results as of 5:00 p.m., New York City time, on December 20, 2024 (the "Extended Early Consent Date") of the previously announced (i) offers to exchange (the "Exchange Offers") any and all validly tendered and accepted notes and debentures listed in the table below issued by Apache Corporation, its wholly-owned subsidiary ("Apache"), for new notes to be issued by APA (the "APA Notes"), (ii) offers to 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 of certain series (the "Apache Tender Notes"), and (iii) solicitations of consents (the "Consent Solicitations") to certain proposed amendments (the "Proposed Amendments") to the applicable indenture under which each series of Apache Notes was issued. Additionally, APA announced that the Series Cap for the 2043 Notes has been increased to $196,043,000 and the Series Cap for the 2044 Notes has been increased to $110,002,000.

The Offers and Consent Solicitations will expire at 5:00 p.m., New York City time, on January 7, 2025 (the "Expiration Time"), and the Offers are expected to settle on January 10, 2025 (the "Settlement Date").

The payment of each series of the APA Notes issued in the Exchange Offers will be guaranteed by Apache on substantially the same terms as the guarantees under APA's 2022 syndicated credit facilities, including that such guarantees will be effective until the first time that the aggregate principal amount of indebtedness under senior notes and debentures outstanding under Apache's existing indentures is less than $1,000,000,000; provided that if the aggregate principal amount of such indebtedness is less than $1,000,000,000 as of the Settlement Date giving effect to settlement of the Offers, then the reason for such guarantees would have ceased to exist and no guarantees would be issued upon such settlement.

Except as described in this press release and the press release issued by APA on December 17, 2024 (the "Original Early Consent Date Press Release"), all other terms and conditions of the Offers remain unchanged and are described in APA's Offering Memorandum and Consent Solicitation Statement, dated as of December 3, 2024 (the "Offering Memorandum"). Capitalized terms used but not defined in this press release have the meanings given to them in the Offering Memorandum.

An Eligible Holder's right to withdraw all or a portion of such holder's tendered Apache Notes from the Offers and Consent Solicitations expired as of 5:00 p.m., New York City time, on December 16, 2024.

APA was advised by D.F. King & Co., Inc., the Tender Agent and Information Agent for the Offers and the Consent Solicitations, that as of the Extended Early Consent Date, the aggregate principal amounts of the Apache Notes specified in the table below were validly tendered and not validly withdrawn with respect to the Offers (and consents thereby validly given and not validly revoked).

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The Requisite Consents have been received with respect to the March 2026 Notes, the 2028 Notes, the 2029 Notes, the 2030 Notes, the 2037 Notes, the 2040 Notes, the 2042 Notes, the 2043 Notes, the 2044 Notes, the 2047 Debentures, the 2049 Notes, and the 2096 Debentures. In connection therewith, as well as following receipt of any other applicable Requisite Consents with respect to Apache Notes, on the Settlement Date Apache and the trustee under the applicable Apache Indenture will execute a supplemental indenture with respect to the applicable series of Apache Notes setting forth the Proposed Amendments, and such supplemental indenture will become effective upon its execution and delivery. As announced in the Original Early Consent Date Press Release, APA has waived the condition for the receipt of the Requisite Consents for those Offers pursuant to which such condition was not met as of the Extended Early Consent Date, and as a result, such Offers are not conditioned upon receipt of the Requisite Consents.

Because the total aggregate principal amount of Apache Tender Notes validly tendered in the Tender Offers prior to the Extended Early Consent Date exceeds the Maximum Purchase Amount, APA does not expect to accept in the Tender Offers tenders of Apache Tender Notes made after the Extended Early Consent Date. Any Apache Tender Notes validly tendered prior to the Expiration Time that are not accepted for purchase in the Tender Offers because the applicable Series Cap or the Maximum Purchase Amount is exceeded will be exchanged for APA Notes in the Exchange Offers and such holders will receive the Exchange Total Consideration or the Exchange Consideration, as applicable.

For each $1,000 principal amount of Apache Notes that was validly tendered in the Exchange Offers prior to the Extended Early Consent Date, Eligible Holders will be eligible to receive the Exchange Total Consideration, which consists of $970 principal amount of APA Notes of the applicable series and $1.00 in cash (the "Exchange Consideration") and $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 Extended Early Consent Date but prior to the Expiration Time, Eligible Holders will be eligible to receive only the Exchange Consideration.

For each $1,000 principal amount of Apache Tender Notes that was validly tendered in the Tender Offers prior to the Extended Early Consent Date, Eligible Holders will be eligible to receive the Tender Total Consideration, which will be determined by reference to a fixed spread specified for such series of Apache Tender Notes over the yield based on the bid-side price of the applicable U.S. Treasury Security, as described in the Offering Memorandum, and includes $30 in cash (the "Tender Early Participation Premium").

The Tender Total Consideration will be calculated by the Lead Dealer Managers at 10:00 a.m., New York City time, on December 23, 2024.

All payments for Apache Tender Notes purchased in connection with the Extended Early Consent Date will also include accrued and unpaid interest on the principal amount of Apache Tender Notes tendered and accepted for purchase from the last interest payment date applicable to the relevant series of Apache Tender Notes up to, but not including, the Settlement Date.

Apache Notes that have been validly tendered and are accepted in the Offers will be purchased or exchanged (as applicable), retired and cancelled by APA on the Settlement Date.

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., Wells Fargo Securities, LLC, Capital One Securities, Inc., Regions Securities LLC, and Zions Direct, Inc. 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 the Offering Memorandum as modified by this press release and the Original Early Consent Date Press Release. 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, with respect to the Tender Offers, the Financing Condition and the operation of the Series Caps 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 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.

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