PXP Announces Offering of $500 Million of Senior Notes

HOUSTON, Nov. 16, 2011 /PRNewswire/ -- Plains Exploration & Production Company (NYSE: PXP) announced today that it intends to offer, subject to market and other conditions, $500 million of Senior Notes due 2022 in an underwritten public offering. The offering will be made under PXP's shelf registration statement, which became effective immediately upon filing with the Securities and Exchange Commission on March 5, 2010.

Net proceeds from the offering are expected to be used to repay amounts outstanding under PXP's senior revolving credit facility and for general corporate purposes.  PXP intends to use future borrowings under its senior revolving credit facility, together with cash on hand and cash received upon the completion of the proposed asset sales, to fund its pending tender offers for its Senior Notes due 2015 and Senior Notes due 2017, which was announced separately today, and for general corporate purposes, which may include the redemption or repurchase of any of its 2015 notes and 2017 notes not tendered in the tender offers.

J.P. Morgan Securities LLC, Barclays Capital Inc., BMO Capital Markets Corp., Citigroup Global Markets Inc., RBC Capital Markets, LLC and Wells Fargo Securities, LLC are acting as book-running managers of the offering. The offering will be made only by means of a prospectus supplement and accompanying base prospectus, copies of which may be obtained from: J.P. Morgan Securities LLC, Attention:  High Yield Syndicate, 383 Madison Avenue, New York, NY 10179 (phone: (800) 245-8812 and e-mail: [email protected]); Barclays Capital Inc., Broadridge Financial Solutions, Inc., 1155 Long Island Avenue, Edgewood, NY 11717 (phone: (888) 603-5847 and e-mail: [email protected]); BMO Capital Markets Corp., Attention: Maya Patel, High Yield Syndicate, 3 Times Square, 28th Floor, New York, NY 10036 (e-mail: [email protected]); Citigroup Global Markets Inc., Brooklyn Army Terminal, Attention: Prospectus Delivery Dept., 140 58th Street, Brooklyn, NY 11220 (phone: (800) 831-9146 and e-mail: [email protected]); Wells Fargo Securities, Attention: Client Support, MAC D1086-070, South Tryon Street, 7th Floor, Charlotte, NC 28202 (phone: (800) 326-5897 and e-mail: [email protected]); and RBC Capital Markets, LLC, 200 Vesey Street, Three World Financial Center, 10th Floor, New York, NY 10281 (phone: (877) 280-1299 and e-mail: [email protected]).

An electronic copy of the preliminary prospectus supplement and accompanying base prospectus may also be obtained at no charge at the Securities and Exchange Commission's website at http://www.sec.gov.

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

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:

* size, timing and completion of the proposed offering,

* completion of pending tender offers,

* completion of the proposed asset sales,

* completion of the deepwater Gulf of Mexico financing,

* capital and credit market conditions, and

* other matters that are discussed in PXP's filings with the SEC.

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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