APA Corporation Announces Pricing Terms of Cash Tender Offers for Certain Series of Outstanding Apache Corporation Notes

Globe Newswire 23-Dec-2024 4:05 PM

HOUSTON, Dec. 23, 2024 (GLOBE NEWSWIRE) -- APA Corporation ("APA") (NASDAQ:APA) announced today the pricing terms for the previously announced cash tender offers (the "Tender Offers") to purchase up to $1,000,000,000 aggregate principal amount (the "Maximum Purchase Amount") of validly tendered and accepted notes issued by Apache Corporation, its wholly-owned subsidiary ("Apache"), listed in the table below (collectively, the "Apache Tender Notes").

The applicable total consideration to be paid in the Tender Offers for each series of Apache Tender Notes accepted for purchase was determined by reference to a fixed spread specified for such series of Apache Tender Notes over the yield (the "Reference Yield") based on the bid-side price of the applicable U.S. Treasury Security, in each case as set forth in the table below (the "Tender Total Consideration"). The Reference Yields listed in the table below were determined pursuant to the Offering Memorandum (as defined below) at 10:00 a.m., New York City time, today, December 23, 2024, by the Lead Dealer Managers (as defined below). The applicable Tender Total Consideration for each series of Apache Tender Notes validly tendered as of the Extended Early Consent Date (as defined below) includes an early participation premium of $30 per $1,000 principal amount of Apache Tender Notes (the "Early Participation Premium") accepted for purchase by APA.

In addition, all payments for tendered Apache Tender Notes that are purchased by APA 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, which is currently expected to be January 10, 2025 (the "Settlement Date").

The following table sets forth the aggregate principal amounts of each series of Apache Tender Notes that were tendered as of 5:00 p.m., New York City time, on December 20, 2024 (the "Extended Early Consent Date") and the related pricing information:

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^{(1)  Includes the Early Participation Premium of $30 per $1,000 principal amount of Apache Tender Notes for each series.
(2)  Payable for each $1,000 principal amount of applicable Apache Tender Notes validly tendered at or prior to the Extended Early Consent Date and accepted for purchase by APA and includes the Early Participation Premium. In addition, holders whose Apache Tender Notes are accepted will also receive interest on such notes accrued to the Settlement Date.}

As previously announced, APA has increased the Series Cap for the 2043 Notes to $196,043,000 and the Series Cap for the 2044 Notes to $110,002,000. The maximum amount of 2040 Notes that will be purchased in the Tender Offers is $700,000,000 aggregate principal amount. The maximum amount of 2042 Notes that will be purchased in the Tender Offers is $125,000,000 aggregate principal amount. The maximum amount of Apache's 6.000% Notes due 2037 (the "2037 Notes") that will be purchased in the Tender Offers is equal to the Maximum Purchase 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. We refer to these maximum amounts each as a "Series Cap." 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. Because the aggregate principal amount of the 2040 Notes, the 2042 Notes, the 2043 Notes, and the 2044 Notes tendered as of the Extended Early Consent Date exceeded the Maximum Purchase Amount, the Series Cap for the 2037 Notes is equal to $0 and APA does not expect to accept for purchase any 2037 Notes in the Tender Offers.

The withdrawal rights for the Tender Offers expired at 5:00 p.m., New York City time, on December 16, 2024 and have not been extended; therefore, previously tendered Apache Tender Notes may no longer be withdrawn. The Tender Offers will expire at 5:00 p.m., New York City time, on January 7, 2025 (the "Expiration Time").

Apache Tender Notes that have been validly tendered and not validly withdrawn at or before the Expiration Time and are accepted in the Tender Offers will be purchased, retired and cancelled by APA on the Settlement Date.

As previously announced, concurrently with the Tender Offers, APA is offering to exchange (each, an "Exchange Offer" and collectively, the "Exchange Offers") any and all validly tendered and accepted notes and debentures of certain series issued by Apache, including the Apache Tender Notes (collectively, the "Apache Notes"), for new notes and debentures to be issued by APA (the "APA Notes"). Any validly tendered Apache Tender Notes 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 holders of such Apache Tender Notes will receive the Exchange Total Consideration or the Exchange Consideration, as applicable, each as defined in the Offering Memorandum. APA does not expect to accept for purchase any 2037 Notes tendered in the Tender Offers and, as a result, any 2037 Notes validity tendered in the Tender Offers will be accepted in the Exchange Offers and exchanged for APA Notes, and holders of such Apache Tender Notes will receive the Exchange Total Consideration or the Exchange Consideration, as applicable.

Also as previously announced, in connection with the Tender Offers and the Exchange Offers (collectively, the "Offers") and upon the terms and conditions set forth in the Offering Memorandum, Apache is soliciting consents from holders of the Apache Notes to certain proposed amendments (the "Proposed Amendments") to the indentures under which the Apache Notes were issued (the "Consent Solicitations"). Holders of Apache Notes that tender such notes in a Tender Offer or an Exchange Offer will be deemed to have consented to the Proposed Amendments to the applicable indenture with respect to that specific series.

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 APA's Offering Memorandum and Consent Solicitation Statement, dated as of December 3, 2024 (the "Offering Memorandum") as modified by the press releases issued by APA on December 17, 2024 and December 23, 2024. 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 (as defined in the Offering Memorandum) 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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