Newfield Exploration Amends Tender Offer for 2011 Notes

Newfield Exploration has amended its previously announced tender offer and consent solicitation (the "Tender Offer") for any and all of its outstanding $175,000,000 7 5/8% Senior Notes due 2011 (the "Notes"), which commenced on January 20, 2010, and is described in the Offer to Purchase and Consent Solicitation Statement dated January 20, 2010 (the "Offer to Purchase").

The Tender Offer has been amended to (1) increase the Tender Offer Consideration (as defined in the Offer to Purchase) to $1,056 per $1,000 principal amount of the Notes and (2) provide that all holders of Notes tendered prior to the Expiration Date (as defined in the Offer to Purchase) will, upon acceptance thereof in accordance with the terms of the Tender Offer, be entitled to receive the Consent Payment (as defined in the Offer to Purchase) of $10 per $1,000 principal amount of such Notes. As a result of these changes, the Total Consideration (as defined in the Offer to Purchase) payable to all holders of Notes tendered pursuant to the Tender Offer and accepted for purchase by the Company in accordance with the terms of the Tender Offer, regardless of whether or not such Notes were tendered prior to the Consent Date (as defined in the Offer to Purchase), will be $1,066 per $1,000 principal amount of such Notes (the "Amended Total Consideration"), plus accrued and unpaid interest to but not including the applicable Settlement Date (as defined in the Offer to Purchase). Newfield has also extended the Expiration Date at which the Tender Offer will expire from 11:59 p.m., New York City time, on Wednesday, February 17, 2010 to 11:59 p.m., New York City time, on Thursday, February 18, 2010. As of 5:00 p.m., New York City time on February 3, 2010, approximately 19% in aggregate principal amount of the Notes had been tendered. In addition, a holder of approximately 35% in aggregate principal amount of the Notes has given a non-binding indication of interest in tendering its Notes for the Amended Total Consideration, although there are no assurances that such holder will tender its Notes.

Holders who have previously validly tendered and not validly withdrawn their Notes do not need to retender their Notes or take any other action in response to this amendment of the Tender Offer in order to be eligible to receive the Amended Total Consideration.

As provided in the Offer to Purchase, tendered notes may not be withdrawn, except in the limited circumstances described in the Offer to Purchase. Except as described in this press release, the terms and conditions as set forth in the Offer to Purchase remain the same.

 

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