PXP Announces Completion Of Cash Tender Offers

HOUSTON, Dec. 16, 2011 /PRNewswire/ -- Plains Exploration & Production Company (NYSE: PXP) today announced the completion of its previously announced cash tender offers to purchase (i) any and all of the $600 million outstanding principal amount of its 7 3/4% Senior Notes due 2015 (the "2015 Notes"); (ii) any and all of the $500 million outstanding principal amount of its 7% Senior Notes due 2017 (the "2017 Notes"); and (iii) up to $565 million outstanding principal amount of its 10% Senior Notes due 2016 (the "2016 Notes" and, together with the 2015 Notes and the 2017 Notes, the "Notes").  The tender offer for the 2015 Notes expired at 5:00 p.m., New York City time, on December 15, 2011, and the tender offers for the 2017 Notes and the 2016 Notes expired at 12:00 midnight (one minute after 11:59 p.m.), New York City time, on December 15, 2011.

PXP previously accepted for purchase $520,508,000 in aggregate principal amount of the 2015 Notes which had been validly tendered and not withdrawn prior to the early tender time of 5:00 p.m., New York City time, on November 30, 2011.  



On December 16, 2011, PXP accepted for purchase the following:

• an additional $211,000 in aggregate principal amount of the 2015 Notes (including $100,000 in aggregate principal amount through notices of guaranteed delivery), which was validly tendered and not withdrawn after the early tender time but prior to the expiration time, for a total of $520,719,000 in aggregate principal amount, or approximately 87% of the aggregate principal amount outstanding;
• $423,099,000 in aggregate principal amount, or approximately 85% of the aggregate principal amount outstanding, of the 2017 Notes, of which $422,171,000 in aggregate principal amount, or approximately 84% of the aggregate principal amount outstanding, was validly tendered and not withdrawn prior to the early tender time of 12:00 midnight (one minute after 11:59 p.m.), New York City time, on December 1, 2011; and
• $380,108,000 in aggregate principal amount, or approximately 67% of the aggregate principal amount outstanding, of the 2016 Notes, of which $380,063,000 in aggregate principal amount, or approximately 67% of the aggregate principal amount outstanding, was validly tendered and not withdrawn prior to the early tender time of 12:00 midnight (one minute after 11:59 p.m.), New York City time, on December 1, 2011.

Holders of the 2015 Notes, 2017 Notes and 2016 Notes who validly tendered and did not withdraw their notes prior to the early tender time received total consideration of $1,041.25, $1,045.00 and $1,130.00, respectively, for each $1,000 principal amount of such notes accepted for purchase.  The total consideration includes a $10.00 early tender premium for each of the 2015 Notes and 2017 Notes and $20.00 early tender premium for the 2016 Notes.  Holders who validly tendered and did not withdraw their 2015 Notes, 2017 Notes or 2016 Notes after the early tender time but prior to the expiration of the tender offers received the tender offer consideration of $1,031.25, $1,035.00 and $1,110.00, respectively, for each $1,000 principal amount of such notes accepted for purchase.  In addition, holders of the 2015 Notes, 2017 Notes and 2016 Notes accepted for purchase were paid accrued and unpaid interest up to, but not including, the payment date. 

J.P. Morgan Securities LLC acted as Dealer Manager and MacKenzie Partners, Inc. acted as Information Agent and Depositary in connection with the tender offers.

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