APA CORPORATION Item 1.01 Entry into a Material Definitive Agreement.
Adoption of Agreement and Plan of Merger and Consummation of Reorganization
On
Pursuant to the Merger Agreement, Merger Sub merged with Apache, with Apache
surviving as a direct, wholly-owned subsidiary of APA (the "Merger"). At the
effective time of the Merger (the "Effective Time"), each outstanding share of
Apache common stock, par value
The Reorganization was conducted pursuant to Section 251(g) of the General
Corporation Law of the
• each unexercised and unexpired stock option then outstanding under any
Apache equity compensation plan, whether or not then exercisable, ceased
to represent a right to acquire Apache Common Stock and was converted
automatically into a right to acquire the same number of shares of APA
Common Stock, on the same terms and conditions as were applicable
immediately prior to the Effective Time of the Merger, including without
limitation, the vesting schedule (without acceleration thereof by virtue
of the Reorganization) and the per-share exercise price; and
• each share of restricted stock and each restricted stock unit (including,
deferred stock units) then outstanding under any Apache equity
compensation plan that represented or related, as applicable, to Apache
Common Stock ceased to represent or relate, as applicable, to Apache
Common Stock and was converted automatically to represent or relate, as
applicable, to APA Common Stock, on the same terms and conditions as were
applicable immediately prior to the Effective Time of the Merger,
including, without limitation, the vesting schedule or other lapse
restrictions (without acceleration thereof by virtue of the
Reorganization).
Following the consummation of the Reorganization, APA Common Stock continues to trade on the Nasdaq on an uninterrupted basis under the ticker symbol "APA" with a new CUSIP number (#03743Q 108). Immediately after the consummation of the Reorganization, APA had, on a consolidated basis, the same assets, businesses, and operations as Apache had immediately prior to the consummation of the Reorganization.
As a result of the Reorganization, APA became the successor issuer to Apache pursuant to Rule 12g-3(a) of the Securities Exchange Act of 1933, as amended (the "Exchange Act"), and as a result, shares of APA Common Stock are deemed registered under Section 12(b) of the Exchange Act as the common stock of the successor issuer.
The foregoing does not purport to be a complete description of the Reorganization and is qualified in its entirety by reference to the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and incorporated by reference herein.
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Assignment by Apache of Stock Incentive Plans, Award Agreements, and Other Agreements and Plans to APA
In connection with the Reorganization, on
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
Standards; Transfer of Listing.
Following the consummation of the Reorganization, APA Common Stock continues to trade on the Nasdaq on an uninterrupted basis under the ticker symbol "APA".
The information set forth in Item 1.01 under the heading "Adoption of Agreement and Plan of Merger and Consummation of Reorganization" and in Item 5.03 is hereby incorporated by reference in this Item 3.01.
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In connection with the Reorganization, on
Notwithstanding the proposed deregistration of Apache Common Stock under Section 12(b) of the Exchange Act and suspension of Apache's reporting obligations under Section 15(d) of the Exchange Act, Apache will continue (until otherwise determined by its board of directors) to make voluntary Exchange Act filings with the Commission, in accordance with the terms of certain of its outstanding indentures.
Item 3.03 Material Modification of Rights of Security Holders.
At the Effective Time of the Merger, each share of Apache Common Stock issued and outstanding immediately prior to the Effective Time automatically converted into a share of APA Common Stock, having the same designations, rights, powers, and preferences and the qualifications, limitations, and restrictions as a share of Apache Common Stock immediately prior to the Effective Time.
The information set forth in Item 1.01 under the heading "Adoption of Agreement and Plan of Merger and Consummation of Reorganization" and in Item 5.03 is hereby incorporated by reference in this Item 3.03.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
The information set forth in Item 1.01 under the headings "Assignment by Apache of Stock Incentive Plans, Award Agreements, and Other Agreements and Plans to APA" and "Amendments to Apache's Retirement Plans" is hereby incorporated by reference in this Item 5.02.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On
In addition, the Amended and Restated Bylaws of Apache, dated
The foregoing descriptions of the amendments to the Apache Charter and Apache Bylaws do not purport to be complete and are qualified in their entirety by reference to the Certificate of Merger and the Apache Bylaws, copies of which are filed as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and incorporated by reference herein.
Forward-Looking Statements.
This Current Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 of and Section 21E of the Exchange Act. Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "continues," "could," "estimates," "expects," "guidance,"
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"may," "might," "outlook," "possibly," "potential," "projects," "prospects,"
"should," "will," "would," and similar references to future periods, but the
absence of these words does not mean that a statement is not forward-looking.
These statements include, but are not limited to, statements about future plans,
expectations, and objectives for Apache's operations, including statements about
our capital plans, drilling plans, production expectations, asset sales, and
monetizations. While forward-looking statements are based on assumptions and
analyses made by us that we believe to be reasonable under the circumstances,
whether actual results and developments will meet our expectations and
predictions depend on a number of risks and uncertainties which could cause our
actual results, performance, and financial condition to differ materially from
our expectations. See "Risk Factors" in our Annual Report on Form 10-K for the
fiscal year ended
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1 Agreement and Plan of Merger, dated as ofMarch 1, 2021 , by and amongApache Corporation ,APA Corporation , andAPA Merger Sub, Inc. 3.1 Certificate of Merger, datedMarch 1, 2021 . 3.2 Amended and Restated Bylaws ofApache Corporation , datedMarch 1, 2021 . 10.1 Assignment and Assumption Agreement, dated as ofMarch 1, 2021 , by and betweenAPA Corporation andApache Corporation . 10.2 Amendment toApache Corporation 401(k) Savings Plan, datedMarch 1, 2021 . 10.3 Amendment to Apache Corporation Non-Qualified Retirement/Savings Plan, datedMarch 1, 2021 . 10.4 Amendment to Apache Corporation Non-Qualified Restorative Retirement Savings Plan, datedMarch 1, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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