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for purchase $520,508,000 in aggregate principal amount of the 2015 Notes which had been validly tendered and not withdrawn prior to the early tender time of 5:00 p.m., New York City time, on November 30, 2011.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$100,000 in aggregate principal amount through notices of guaranteed delivery), which was validly tendered and not withdrawn after the early tender time but prior to the expiration time, for a total of $520,719,000 in aggregate principal amount, or approximately 87% of the aggregate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principal amount, or approximately 84% of the aggregate principal amount outstanding, was validly tendered and not withdrawn prior to the early tender time of 12:00 midnight (one minute after 11:59 p.m.), New York City time, on December 1, 2011; and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principal amount, or approximately 67% of the aggregate principal amount outstanding, was validly tendered and not withdrawn prior to the early tender time of 12:00 midnight (one minute after 11:59 p.m.), New York City time, on December 1, 2011.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.

This press release does not constitute an offer to sell or purchase, or the solicitation of an offer to sell or purchase with respect to, any security, nor shall there be any offer, solicitation, purchase or sale in any state or jurisdiction in which such offer, solicitation, purchase or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.  The tender offers were made solely pursuant to, and were subject to the conditions set forth in, the applicable offers to purchase and related documents made available to the holders of the notes.

PXP is an independent oil and gas company primarily engaged in the activities of acquiring, developing, exploring and producing oil and gas in California, Texas, Louisiana and the Gulf of Mexico. PXP is headquartered in Houston, Texas.

ADDITIONAL INFORMATION & FORWARD-LOOKING STATEMENTS

This press release contains forward-looking information regarding PXP that is intended to be covered by the safe harbor "forward-looking statements" provided by the Private Securities Litigation Reform Act of 1995. All statements included in this press release that address activities, events or developments that PXP expects, believes or anticipates will or may occur in the future are forward-looking statements.  These include statements regarding the tender offers, payments thereunder and results therefrom, and other guidance included in this press release.  These statements are based on our current expectations and projections about future events and involve known and unknown risks, uncertainties, and other factors that may cause our actual results and performance to be materially different from any future results or performance expressed or implied by these forward-looking statements. Please refer to our filings with the SEC, including our Form 10-K for the year ended December 31, 2010, for a discussion of these risks.

All forward-looking statements in this press release are made as of the date hereof, and you should not place undue reliance on these statements without also considering the risks and uncertainties associated with these statements and our business that are discussed in this press release and our other filings with the SEC. Moreover, although we believe the expectations reflected in the forward-looking statements are based upon reasonable assumptions, we can give no assurance that we will attain these expectations or that any deviations will not be material. Except as required by law, we do not intend to update these forward-looking statements and information.

SOURCE Plains Exploration & Production Company

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