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Bracewell Represents Apache Corp. in $7 Billion Acquisition of BP Assets and Public Offering of Common and Convertible Preferred Shares

July 1, 2010

Apache Corporation is an oil and gas exploration and production company with operations in the United States, Canada, Egypt, the United Kingdom North Sea, Australia, and Argentina

Transaction Value - $7 billion for the acquisition, $5 billion of short-term committed bank facilities, $3.5 billion of common stock and mandatorily convertible preferred stock, $1.5 billion of notes

Bracewell represented Apache Corporation in its $7 billion acquisition of BP's oil and gas operations, acreage and infrastructure in the Permian Basin of West Texas and New Mexico and in Egypt's Western Desert, as well as BP's upstream natural gas business in western Alberta and British Columbia. The assets include estimated proved reserves of 385 million barrels of oil equivalent (boe). Net production from the properties in the first half of 2010 was 28,000 barrels of liquid hydrocarbons and 331 million cubic feet of gas (MMcf) per day, or a total of approximately 83,000 boe per day. By comparison, in the just-completed second quarter of 2010 Apache produced 646,866 boe per day. The transaction also adds 2.4 million net acres to Apache's global portfolio. This transaction became effective on July 1, 2010. The closing was subject to certain preferential rights as well as normal regulatory approvals and conditions in the United States, Canada, Egypt and the European Union. As a part of the acquisition, Apache advanced $5 billion of the purchase price to BP on July 30, 2010, ahead of the anticipated closing. Apache financed the acquisition with the issuance of $3.5 billion of common and mandatorily convertible preferred equity securities, a $5 billion bridge financing, a $1.5 billion issuance of debt securities ($1 billion will be used to repay a portion of the bridge facility) as well as cash on hand.

The acquisition ranked as the largest oil and gas asset acquisition and among the five largest follow-on-equity offerings in U.S. history at the time of closing. This is a very large and complex acquisition, the agreements for which were completed in an extraordinarily short period of time – approximately three weeks – and required approximately 50 attorneys representing multiple Bracewell practices and offices participating in the transaction in order to complete it in such a short period.

This transaction became effective July 1, 2010.