SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 26, 2008
(Exact name of registrant as specified in its charter)
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Item 1.01 Entry into a Material Definitive Agreement.
On September 26, 2008, Apache Corporation (Apache) entered into a Terms Agreement (the
Terms Agreement and together with the Apache CorporationDebt SecuritiesUnderwriting Agreement
Basic Terms incorporated therein, the Underwriting Agreement) with Goldman, Sachs & Co. and J.P.
Morgan Securities Inc., as the representatives of the several underwriters named therein (the
Underwriters), for the purchase and sale of $400,000,000 principal amount of 6.000% notes due
2013 (the 2013 Notes) and $400,000,000 principal amount of 6.900% notes due 2018 (the 2018
Notes and together with the 2013 Notes, the Notes).
The Underwriting Agreement contains customary representations, warranties and agreements by
Apache, and customary conditions to closing, indemnification obligations of Apache and the
Underwriters, including for liabilities under the Securities Act of 1933, other obligations of the
parties and termination provisions. The foregoing description of the Underwriting Agreement is
qualified in its entirety by reference to the Terms Agreement (including the Apache
CorporationDebt SecuritiesUnderwriting Agreement Basic Terms attached thereto as Annex A), a copy
of which is filed herewith as Exhibit 1.1 and is incorporated herein by reference.
On October 1, 2008, Apache completed a public offering (the Offering) of the Notes. Apache
registered the sale of the Notes with the Securities and Exchange Commission (the Commission)
pursuant to a Registration Statement on Form S-3 (Registration No. 333-141867), which became
automatically effective on April 4, 2007. The net proceeds from the Offering of approximately $790
million, after deducting underwriting discounts and estimated offering expenses, will be used for
general corporate purposes.
The terms of each of the 2013 Notes and the 2018 Notes are governed by the Indenture, dated as
of February 15, 1996, between Apache and The Bank of New York Mellon Trust Company, N.A. (formerly
known as The Bank of New York Trust Company, N.A., as successor-in-interest to JP Morgan Chase
Bank, N.A., formerly known as The Chase Manhattan Bank), as trustee (the Trustee), as
supplemented by the First Supplemental Indenture, dated November 5, 1996, between Apache and the
The form of the 2013 Note is filed herewith as Exhibit 4.1 and is incorporated herein by
reference. The form of the 2018 Note is filed herewith as Exhibit 4.2 and is incorporated herein
Certain of the Underwriters and their respective affiliates have, from time to time,
performed, and may in the future perform, various financial advisory and investment banking
services for us, for which they received or will receive customary fees and expenses.