APA Corp Files 8-K on Material Definitive Agreement

Ticker: APA · Form: 8-K · Filed: Jan 4, 2024 · CIK: 1841666

Complexity: simple

Sentiment: mixed

Topics: material-agreement, corporate-action, rule-425

TL;DR

**APA Corp just signed a big deal, likely a merger or acquisition, that could shake up its stock.**

AI Summary

APA Corp filed an 8-K on January 3, 2024, indicating an entry into a material definitive agreement. This filing specifically states that it is a "Written communication pursuant to Rule 425 under the Securities Act," which typically relates to business combinations or mergers. For investors, this matters because such agreements can significantly alter the company's future operations, financial health, and stock valuation, potentially leading to either growth opportunities or integration risks.

Why It Matters

This filing signals a significant corporate event, likely a merger or acquisition, which could reshape APA Corp's business and impact its stock price.

Risk Assessment

Risk Level: medium — The filing indicates a material definitive agreement, which can introduce both opportunities and risks depending on the specifics of the deal, which are not yet fully disclosed.

Analyst Insight

A smart investor would monitor APA Corp closely for subsequent filings or press releases that provide specifics about the 'Material Definitive Agreement' to assess its potential impact on the company's financials and strategic direction before making any investment decisions.

Key Numbers

Key Players & Entities

Forward-Looking Statements

FAQ

What is the primary purpose of this 8-K filing by APA Corp?

The primary purpose of this 8-K filing is to report an "Entry into a Material Definitive Agreement" and "Other Events" as of January 3, 2024, and it is also filed as "Written communications pursuant to Rule 425 under the Securities Act."

When was the earliest event reported in this 8-K filing?

The earliest event reported in this 8-K filing occurred on January 3, 2024.

What is APA Corp's trading symbol and on which exchange is its common stock registered?

APA Corp's trading symbol is APA, and its common stock is registered on the Nasdaq Global Select Market.

What is the par value of APA Corp's Common Stock?

The par value of APA Corp's Common Stock is $0.625.

What type of company is APA Corp classified as, according to its Standard Industrial Classification?

According to its Standard Industrial Classification, APA Corp is classified under 'CRUDE PETROLEUM & NATURAL GAS [1311]'.

Filing Stats: 2,776 words · 11 min read · ~9 pages · Grade level 17.4 · Accepted 2024-01-04 16:58:14

Key Financial Figures

Filing Documents

01

Item 1.01. Entry Into a Material Definitive Agreement. On January 3, 2024, APA Corporation, a Delaware corporation (" APA "), entered into an Agreement and Plan of Merger (the " Merger Agreement ") with Callon Petroleum Company (" Callon ") and Astro Comet Merger Sub Corp., a wholly owned subsidiary of APA (" Merger Sub "). The Merger Agreement provides that, among other things and subject to the terms and conditions of the Merger Agreement, (1) Merger Sub will be merged with and into Callon (the " Merger "), with Callon surviving and continuing as the surviving corporation in the Merger, and, (2) at the effective time of the Merger (the " Effective Time "), each outstanding share of common stock of Callon (other than Excluded Shares (as defined in the Merger Agreement)) will be converted into the right to receive, without interest, 1.0425 shares of common stock of APA, with cash in lieu of fractional shares. The board of directors of APA has unanimously (1) determined that the Merger Agreement and the transactions contemplated thereby, including the issuance of the shares of common stock of APA (the " APA Stock Issuance "), are in the best interests of, and advisable to, APA and APA shareholders, (2) approved and declared advisable the Merger Agreement and the transactions contemplated thereby, including the APA Stock Issuance, (3) resolved to recommend that the APA shareholders approve the APA Stock Issuance, and (4) approved the execution, delivery, and performance by APA of the Merger Agreement and the consummation of the transactions contemplated thereby. The completion of the Merger is subject to satisfaction or waiver of certain customary mutual closing conditions, including (1) the receipt of the required approvals from APA shareholders and Callon shareholders, (2) the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the " HSR Act "), (3) the absence of any governmental order

01

Item 8.01 Other Events. On January 3, 2024, in connection with the execution of the Merger Agreement, APA entered into a commitment letter (the " Commitment Letter "), with JPMorgan Chase Bank, N.A., Citigroup Global Markets Inc. (on behalf of certain of its controlled affiliates as may be appropriate to consummate the transaction contemplated therein), Wells Fargo Bank, National Association, and Wells Fargo Securities, LLC (together, the " Committed Lenders "), pursuant to which the Committed Lenders have committed to arrange and provide, subject to the terms and conditions of the Commitment Letter, a senior unsecured bridge facility in an aggregate principal amount of up to $2,000,000,000. On January 4, 2024, APA and Callon issued a joint press release announcing the entry into the Merger Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference herein. On January 4, 2024, in connection with the announcement of the Merger Agreement, APA and Callon held a joint conference call available to investors and the public. The presentation (the " Investor Presentation ") used for reference during such call is attached as Exhibit 99.2 to this Current Report on Form 8-K and is incorporated by reference herein.

Financial Statements and Exhibits

Financial Statements and Exhibits. (d) Exhibits . Exhibit No. Description of Exhibit 2.1* Agreement and Plan of Merger, dated as of January 3, 2024, by and among APA Corporation, Astro Comet Merger Sub Corp., and Callon Petroleum Company. 99.1 Joint press release, dated January 4, 2024, issued by APA Corporation and Callon Petroleum Company 99.2 Investor Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. No Offer or Solicitation This communication is not intended to and shall not constitute an offer to buy or sell or the solicitation of an offer to buy or sell any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made, except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Additional Information about the Merger and Where to Find It In connection with the proposed transaction, APA intends to file with the Securities and Exchange Commission ("SEC") a registration statement on Form S-4 that will include a joint proxy statement of APA and Callon and that also constitutes a prospectus of APA common stock. Each of APA and Callon may also file other relevant documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or registration statement or any other document that APA or Callon may file with the SEC. The definitive joint proxy statement/prospectus (if and when available) will be mailed to shareholders of APA and Callon. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE REGISTRATION STATEMENT, JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OT

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. APA CORPORATION /s/ Stephen J. Riney Stephen J. Riney Executive Vice President and Chief Financial Officer January 4, 2024

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