APA Corporation Announces Early Results of Private Exchange Offers, Tender Offers, and Consent Solicitations, Extension of Early Consent Date, Waiver of Requisite Consent Condition, and Guarantee by Apache Corporation of the APA Notes to Be Issued in...
APA Corporation Announces Early Results of Private Exchange Offers, Tender Offers, and Consent Solicitations, Extension of Early Consent Date, Waiver of Requisite Consent Condition, and Guarantee by Apache Corporation of the APA Notes to Be Issued in...
APA does not intend to make any further amendments to the Offers, except that APA reserves the right to increase, decrease, or eliminate one or more Series Caps and/or the Maximum Purchase Amount, subject to applicable law.APA Corporation Announces Early Results of Private Exchange Offers, Tender Offers, and Consent Solicitations, Extension of Early Consent Date, Waiver of Requisite Consent Condition, and Guarantee by Apache Corporation of the APA Notes to Be Issued in the Exchange Offers; APA Corporation to Hold Related Investor Call
阿帕奇石油公司宣佈私有交易要約、招標要約和同意徵求的早期結果，提前同意日期的延長，放棄必要同意條件，以及阿帕奇石油公司對在交易要約中發行的APA票據的擔保；APA公司將舉行相關的投資者電話會議
HOUSTON, Dec. 17, 2024 (GLOBE NEWSWIRE) -- APA Corporation ("APA") (Nasdaq: APA) announced today the early results as of 5:00 p.m., New York City time, on December 16, 2024 (the "Original Early Consent Date") of the previously announced (i) offers to exchange (the "Exchange Offers") any and all validly tendered and accepted notes and debentures listed in the table below issued by Apache Corporation, its wholly-owned subsidiary ("Apache"), for new notes to be issued by APA (the "APA Notes"), (ii) offers to purchase for cash (the "Tender Offers" and together with the Exchange Offers, the "Offers") up to $1,000,000,000 aggregate principal amount of any and all validly tendered and accepted Apache Notes of certain series (the "Apache Tender Notes"), and (iii) solicitations of consents (the "Consent Solicitations") to certain proposed amendments (the "Proposed Amendments") to the applicable indenture under which each series of Apache Notes was issued. Additionally, APA announced that the date by which Eligible Holders (as defined in the Offering Memorandum referred to below) must validly tender their Apache Notes to receive the Exchange Total Consideration or the Tender Total Consideration (each as described below), as applicable, for each Offer has been extended to 5:00 p.m., New York City time, on December 20, 2024 (the "Extended Early Consent Date"). The Offers and Consent Solicitations will now expire at 5:00 p.m., New York City time, on January 7, 2025 (the "Expiration Time"), and the Offers are now expected to settle on January 10, 2025 (the "Settlement Date").
休斯頓，2024年12月17日（全球新聞社）-- APA公司（"APA"）（納斯達克：APA）今天宣佈截至2024年12月16日下午5:00（紐約時間）之前宣佈的早期結果（"原始提前同意日期"）。i）交換要約（"交易所要約"）任何有效提交併被接受的阿帕奇公司及其全資子公司（"阿帕奇"）發行的票據和債券，以及APA將要發行的新票據（"APA票據"），ii）現金購買要約（"招標要約"，與交易所要約統稱爲"要約"）最多 $1,000,000,000的任何系列的有效提交併被接受的阿帕奇票據（"阿帕奇招標票據"），以及iii）對適用的契約進行某些擬議修正案的同意徵求（"同意徵求"）（"擬議修正案"）。此外，APA宣佈，符合資格的持有者（如下面的說明書所定義）有效提交其阿帕奇票據以接收交易所總對價或招標總對價的日期（每個如下面所描述）已延長至2024年12月20日下午5:00（紐約時間）（"延長的提前同意日期"）。要約和同意徵求現在將在2025年1月7日下午5:00（紐約時間）到期（"到期時間"），且要約現在預計將在2025年1月10日結算（"結算日期"）。
APA also announced today that it has waived the condition for the receipt of the Requisite Consents (as defined below) to the Proposed Amendments for those Offers pursuant to which such condition has not been met. Previously, acceptance for exchange or payment of any Apache Notes of a series in the Offers was conditioned upon the receipt and acceptance of the Requisite Consents for such series (as further described in the Offering Memorandum and in footnote 2 to the chart below).
APA還今天宣佈，對於未滿足的那些要約，已放棄擬議修正案所需同意的條件（如下面定義）之前，對於任何阿帕奇票據的系列，在要約中接受交換或支付的條件是以接收和接受此係列所需同意爲條件的（如說明書和下表腳註2中進一步描述）。
In addition, APA announced today that the payment of each series of the APA Notes issued in the Exchange Offers will be guaranteed by Apache on substantially the same terms as the guarantees under APA's 2022 syndicated credit facilities, including that such guarantees will be effective until the first time that the aggregate principal amount of indebtedness under senior notes and debentures outstanding under Apache's existing indentures is less than $1,000,000,000; provided that if the aggregate principal amount of such indebtedness is less than $1,000,000,000 as of the Settlement Date giving effect to settlement of the Offers, then the reason for such guarantees would have ceased to exist and no guarantees would be issued upon such settlement.
In addition, APA announced today that the payment of each series of the APA Notes issued in the Exchange Offers will be guaranteed by Apache on substantially the same terms as the guarantees under APA's 2022 syndicated credit facilities, including that such guarantees will be effective until the first time that the aggregate principal amount of indebtedness under senior notes and debentures outstanding under Apache's existing indentures is less than $1,000,000,000; provided that if the aggregate principal amount of such indebtedness is less than $1,000,000,000 as of the Settlement Date giving effect to settlement of the Offers, then the reason for such guarantees would have ceased to exist and no guarantees would be issued upon such settlement.
APA does not intend to make any further amendments to the Offers, except that APA reserves the right to increase, decrease, or eliminate one or more Series Caps and/or the Maximum Purchase Amount, subject to applicable law.
APA does not intend to make any further amendments to the Offers, except that APA reserves the right to increase, decrease, or eliminate one or more Series Caps and/or the Maximum Purchase Amount, subject to applicable law.
APA will hold a call with Eligible Holders on Tuesday, December 17, 2024, at 11:00 a.m., New York City time, to discuss certain terms of the Offers and the APA Notes. The Lead Dealer Managers (identified below) will provide Eligible Holders with information to access the call.
APA will hold a call with Eligible Holders on Tuesday, December 17, 2024, at 11:00 a.m., New York City time, to discuss certain terms of the Offers and the APA Notes. The Lead Dealer Managers (identified below) will provide Eligible Holders with information to access the call.
Except as described in this press release, all other terms and conditions of the Offers remain unchanged and are described in APA's Offering Memorandum and Consent Solicitation Statement, dated as of December 3, 2024 (the "Offering Memorandum"). Capitalized terms used but not defined in this press release have the meanings given to them in the Offering Memorandum.
Except as described in this press release, all other terms and conditions of the Offers remain unchanged and are described in APA's Offering Memorandum and Consent Solicitation Statement, dated as of December 3, 2024 (the "Offering Memorandum"). Capitalized terms used but not defined in this press release have the meanings given to them in the Offering Memorandum.
An Eligible Holder's right to withdraw all or a portion of such holder's tendered Apache Notes from the Offers and Consent Solicitations expired as of 5:00 p.m., New York City time, on December 16, 2024.
合格持有者在2024年12月16日下午5:00（紐約市時間）前有權從報價和徵求同意中撤回所有或部分所提交的阿帕奇票據。
APA was advised by D.F. King & Co., Inc., the Tender Agent and Information Agent for the Offers and the Consent Solicitations, that as of the Original Early Consent Date, the aggregate principal amounts of the Apache Notes specified in the table below were validly tendered and not validly withdrawn with respect to the Offers (and consents thereby validly given and not validly revoked).
APA被D.F. King & Co., Inc.通知，該公司是報價和徵求同意的招標代理和信息代理，截至原始提前同意日期，以下表格中指定的阿帕奇票據的總本金金額已有效提交，且未有效撤回與報價相關的同意（因此有效給予且未有效撤回）。
| CUSIP No. |
Series of notes or debentures issued by Apache (collectively, the "Apache Notes") |
Aggregate principal amount outstanding |
Principal amount tendered in the Exchange Offers as of the Original Early Consent Date | Principal amount tendered in the Tender Offers as of the Original Early Consent Date (1) | Percentage of aggregate principal amount outstanding tendered in the Offers as of the Original Early Consent Date (2) | |||
| 037411 AJ4 | 7.70% Notes due 2026 (the "March 2026 Notes") |
$78,588,000 | $12,488,000 | _ | 15.89% | |||
| 037411 AK1 | 7.95% Notes due 2026 (the "April 2026 Notes") |
$132,118,000 | $16,965,000 | _ | 12.84% | |||
| 037411 BJ3 | 4.875% Notes due 2027 (the "2027 Notes") |
$107,724,000 | $36,977,000 | _ | 34.33% | |||
| 037411 BE4 | 4.375% Notes due 2028 (the "2028 Notes") |
$324,715,000 | $166,154,000 | _ | 51.17% | |||
| 03746AAA8 | 7.75% Notes due December 15, 2029 (the "2029 Notes") |
$235,407,000 | $43,611,000 | _ | 18.53% | |||
| 037411 BF1 | 4.250% Notes due 2030 (the "2030 Notes") |
$515,917,000 | $229,514,000 | _ | 44.49% | |||
| 037411 AR6 | 6.000% Notes due 2037 (the "2037 Notes") |
$443,223,000 | $50,888,000 | $21,857,000 | 16.41% | |||
| 037411 AW5 | 5.100% Notes due 2040 (the "2040 Notes") |
$1,332,639,000 | $423,171,000 | $483,828,000 | 68.06% | |||
| 037411 AY1 | 5.250% Notes due 2042 (the "2042 Notes") |
$399,131,000 | $39,081,000 | $63,091,000 | 25.60% | |||
| 037411 BA2 | 4.750% Notes due 2043 (the "2043 Notes") |
$427,662,000 | $35,516,000 | $145,876,000 | 42.41% | |||
| 037411 BC8 | 4.250% Notes due 2044 (the "2044 Notes") |
$210,863,000 | $27,396,000 | $38,864,000 | 31.42% | |||
| 037411 AM7 | 7.375% Debentures due 2047 (the "2047 Debentures") | $150,000,000 | $27,880,000 | _ | 18.59% | |||
| 037411 BG9 | 5.350% Notes due 2049 (the "2049 Notes") |
$386,754,000 | $278,320,000 | _ | 71.96% | |||
| 037411 AL9 | 7.625% Debentures due 2096 (the "2096 Debentures") | $39,170,000 | $2,860,000 | _ | 7.30% | |||
| CUSIP編號 | 系列票據或 債券發行 由阿帕奇石油提供 (統稱， "阿帕奇石油票據") |
合計 信安 未償還金額 |
根據原始提前同意日期，在交易所的主權金額投標 | 根據原始提前同意日期，在投標中的主權金額投標(1) | 截至原始提前同意日期的要約中提供的總本金未償還金額的百分比（2） | |||
| 037411 AJ4 | 7.70% 於2026年到期的票據 (「2026年3月票據」) |
$78,588,000 | $12,488,000 | _ | 15.89% | |||
| 037411 AK1 | 7.95% 票據，至2026年到期 (「2026年4月票據」) |
$132,118,000 | $16,965,000 | _ | 12.84% | |||
| 037411 BJ3 | 4.875% 2027年到期票據 (「2027年票據」) |
$107,724,000 | $36,977,000 | _ | 34.33% | |||
| 037411 BE4 | 4.375% 2028年到期票據 (「2028年票據」) |
$324,715,000 | $166,154,000 | _ | 51.17% | |||
| 03746AAA8 | 7.75%票據到期於 2029年12月15日 (「2029年票據」) |
$235,407,000 | $43,611,000 | _ | 18.53% | |||
| 037411 BF1 | 4.250% 票據到期於2030年 (「2030年票據」) |
$515,917,000 | $229,514,000 | _ | 44.49% | |||
| 037411 AR6 | 2037年到期的6.000%債券 (「2037年債券」) |
$443,223,000 | $50,888,000 | $21,857,000 | 16.41% | |||
| 037411 AW5 | 5.100% 票據，到期於2040年 ("2040票據") |
$1,332,639,000 | $423,171,000 | $483,828,000 | 68.06% | |||
| 037411 AY1 | 5.250% 票據，到期於2042年 ("2042票據") |
$399,131,000 | $39,081,000 | $63,091,000 | 25.60% | |||
| 037411 BA2 | 4.750% 票據，到期於2043年 ("2043票據") |
$427,662,000 | $35,516,000 | $145,876,000 | 42.41% | |||
| 037411 BC8 | 4.250% 票據，到期於2044年 ("2044票據") |
$210,863,000 | $27,396,000 | $38,864,000 | 31.42% | |||
| 037411 AM7 | 7.375% 債券到期於2047年（"2047債券"） | $150,000,000 | $27,880,000 | _ | 18.59% | |||
| 037411 BG9 | 5.350% 債券到期於2049年 ("2049債券") |
$386,754,000 | $278,320,000 | _ | 71.96% | |||
| 037411 AL9 | 7.625% 幣券到期於2096年（「2096年債券」） | $39,170,000 | $2,860,000 | _ | 7.30% | |||
___________________
___________________
| (1) | The Maximum Purchase Amount is $1,000,000,000. The 2040 Series Cap limits the aggregate principal amount of the 2040 Notes that may be purchased in the Tender Offers to $700,000,000. The 2042 Series Cap limits the aggregate principal amount of the 2042 Notes that may be purchased in the Tender Offers to $125,000,000. The 2043 Series Cap limits the aggregate principal amount of the 2043 Notes that may be purchased in the Tender Offers to $125,000,000. The 2044 Series Cap limits the aggregate principal amount of the 2044 Notes that may be purchased in the Tender Offers to $50,000,000. The 2037 Series Cap limits the aggregate principal amount of the 2037 Notes that may be purchased in the Tender Offers to the Maximum Purchase Amount less the aggregate principal amount of the 2040 Notes, the 2042 Notes, the 2043 Notes, and the 2044 Notes accepted for purchase in the Tender Offers, provided that the Series Cap for the 2037 Notes will not exceed $50,000,000. |
| (2) | The requisite consent required with respect to the 2027 Notes, the 2028 Notes, the 2030 Notes, and the 2049 Notes is at least a majority in aggregate principal amount outstanding, and the requisite consent required with respect to the rest of the Apache Notes is at least 662⁄3% in aggregate principal amount outstanding (collectively, the "Requisite Consents"). As a result of APA's waiver of the condition for the receipt of the Requisite Consents for those Offers pursuant to which such condition was not met as of the Original Early Consent Date, such Offers are not conditioned upon receipt of the Requisite Consents. |
| (1) | 最大購買金額爲$1,000,000,000。2040系列上限限制了在招標要約中可以購買的2040票據的總本金金額爲$700,000,000。2042系列上限限制了在招標要約中可以購買的2042票據的總本金金額爲$125,000,000。2043系列上限限制了在招標要約中可以購買的2043票據的總本金金額爲$125,000,000。2044系列上限限制了在招標要約中可以購買的2044票據的總本金金額爲$50,000,000。2037系列上限限制了在招標要約中可以購買的2037票據的總本金金額爲最大購買金額減去在招標要約中被接受購買的2040票據、2042票據、2043票據和2044票據的總本金金額，但2037票據的系列上限不得超過$50,000,000。 |
| (2) | 對於2027年票據、2028年票據、2030年票據和2049年票據，所需的同意必須至少達到未償還本金總額的多數，而對於其餘的阿帕奇票據，所需的同意必須至少達到未償還本金總額的66⅔%（統稱爲「所需同意」）。由於APA放棄了在原始提前同意日期時未滿足該條件的報價中接收所需同意的要求，這些報價不再依賴於接收所需同意。 |
The Requisite Consents have been received with respect to the 2028 Notes, the 2040 Notes, and the 2049 Notes. In connection therewith, as well as following receipt of any other applicable Requisite Consents with respect to Apache Notes, on the Settlement Date Apache and the trustee under the applicable Apache Indenture will execute a supplemental indenture setting forth the Proposed Amendments, and such supplemental indenture will become effective upon its execution and delivery. As a result of APA's waiver of the condition for the receipt of the Requisite Consents for those Offers pursuant to which such condition was not met as of the Original Early Consent Date, such Offers are not conditioned upon receipt of the Requisite Consents.
已收到關於2028年票據、2040年票據和2049年票據的所需同意。爲此，阿帕奇及適用的阿帕奇契約的受託人將在結算日簽署一份補充契約，其中列出擬議的修訂，該補充契約在其簽署和交付後將生效。由於APA放棄了在原始提前同意日期時未滿足該條件的報價中接收所需同意的要求，這些報價不再依賴於接收所需同意。
For each $1,000 principal amount of Apache Notes that is validly tendered in the Exchange Offers prior to the Extended Early Consent Date, Eligible Holders will be eligible to receive the Exchange Total Consideration, which consists of $970 principal amount of APA Notes of the applicable series and $1.00 in cash (the "Exchange Consideration") and $30 principal amount of APA Notes of the applicable series. In exchange for each $1,000 principal amount of Apache Notes that is validly tendered after the Extended Early Consent Date but prior to the Expiration Time, Eligible Holders will be eligible to receive only the Exchange Consideration.
對於在延長的提前同意日期之前有效提交的每$1,000本金的阿帕奇票據，合格持有人將有資格接收交換總對價，其包括$970的適用系列APA票據及$1.00現金（「交換對價」）和$30的適用系列APA票據。對於在延長的提前同意日期後但在到期時間之前有效提交的每$1,000本金的阿帕奇票據，合格持有人將僅有資格接收交換對價。
For each $1,000 principal amount of Apache Tender Notes that is validly tendered in the Tender Offers prior to the Extended Early Consent Date, Eligible Holders will be eligible to receive the Tender Total Consideration, which will be determined by reference to a fixed spread specified for such series of Apache Tender Notes over the yield based on the bid-side price of the applicable U.S. Treasury Security, as described in the Offering Memorandum, and includes $30 in cash (the "Tender Early Participation Premium"). In exchange for each $1,000 principal amount of Apache Tender Notes that is validly tendered after the Extended Early Consent Date but prior to the Expiration Time, Eligible Holders will be eligible to receive only the Tender Total Consideration less the Tender Early Participation Premium.
對於每 $1,000 名義金額的阿帕奇投標票據，在擴展早期同意日期之前有效投標的符合條件持有人，將有資格收到總投標考慮，這將根據阿帕奇投標票據系列的固定利差與相關美國國債的買盤價格的收益率進行參考，如提供備忘錄中所述，幷包括 $30 的現金（"早期參與溢價"）。對於每 $1,000 名義金額的阿帕奇投標票據，在擴展早期同意日期之後但在到期時間之前有效投標的符合條件持有人，將僅有資格收到總投標考慮減去早期參與溢價。
The Tender Total Consideration will be calculated by the Lead Dealer Managers at 10:00 a.m., New York City time, on December 23, 2024.
總投標考慮將由首席承銷商在 2024 年 12 月 23 日上午 10:00（紐約市時間）計算。
All payments for Apache Tender Notes purchased in connection with the Extended Early Consent Date will also include accrued and unpaid interest on the principal amount of Apache Tender Notes tendered and accepted for purchase from the last interest payment date applicable to the relevant series of Apache Tender Notes up to, but not including, the Settlement Date.
與擴展早期同意日期相關的購買阿帕奇投標票據的所有付款還將包括自相關係列阿帕奇投標票據的最後一次利息支付日期起至結算日期（不包括結算日期）爲止的名義金額的應計和未支付利息。
Any Apache Tender Notes validly tendered prior to the Expiration Time that are not accepted for purchase in the Tender Offers because the applicable Series Cap or the Maximum Purchase Amount is exceeded will be exchanged for APA Notes in the Exchange Offers and such holders will receive the Exchange Total Consideration or the Exchange Consideration, as applicable. APA reserves the right, but is under no obligation, to increase, decrease or eliminate any Series Cap and/or the Maximum Purchase Amount at any time, subject to applicable law.
在到期時間之前有效投標的任何阿帕奇投標票據，如果因適用的系列上限或最大購買金額超出而未被接受購買，將在交換要約中交換爲APA票據，且此類持有人將收到交易總考慮或交換考慮，視情況而定。APA保留在任何時候根據適用法律增加、減少或取消任何系列上限和/或最大購買金額的權利，但沒有義務。
Apache Notes that have been validly tendered and are accepted in the Offers will be purchased or exchanged (as applicable), retired and cancelled by APA on the Settlement Date.
阿帕奇石油已有效提交併在要約中被接受的票據將在結算日被購買或交換（如適用），註銷並取消。
BofA Securities, Inc., HSBC Securities (USA) Inc., Mizuho Securities USA LLC and RBC Capital Markets, LLC are acting as Lead Dealer Managers, Barclays Capital Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, MUFG Securities Americas Inc., PNC Capital Markets LLC, Scotia Capital (USA) Inc., TD Securities (USA) LLC, Truist Securities, Inc., Wells Fargo Securities, LLC, Capital One Securities, Inc., Regions Securities LLC, and Zions Direct, Inc. are acting as Dealer Managers and D.F. King & Co., Inc. is acting as the Tender Agent and Information Agent for the Offers and the Consent Solicitations. Requests for documents may be directed to D.F. King & Co., Inc., for banks and brokers, collect at (212) 269-5550, for all others, toll-free at (866) 416-0576, at apache@dfking.com or may be downloaded at . Questions regarding the Offers and the Consent Solicitations may be directed to BofA Securities, Inc. collect at (980) 387-3907 or toll-free at (888) 292-0070, HSBC Securities (USA) Inc. collect at (212) 525-5552 or toll-free at (888) 292-0070, Mizuho Securities USA LLC collect at (212) 205-7741 or toll-free at (866) 271-7403 or RBC Capital Markets, LLC collect at (212) 618-7843 or toll-free at (877) 381-2099.
美銀證券、匯豐證券（美國）有限公司、瑞穗證券美國有限公司和RBC資本市場，有限責任公司擔任首席經銷商經理，巴克萊資本股份有限公司、花旗集團環球市場股份有限公司、高盛及公司有限責任公司、摩根大通證券有限責任公司、摩根士丹利及公司有限責任公司、三菱UFJ證券美洲有限公司、PNC資本市場有限責任公司、斯科舍資本（美國）股份有限公司、TD證券（美國）枝有限公司、Truist證券、有限責任公司、富國證券，有限責任公司、第一資本證券有限公司、Regions證券有限責任公司和Zions Direct, Inc.擔任經銷商經理，D.F. King & Co., Inc.擔任要約和同意徵求的投標代理和信息代理。文件請求可指向D.F. King & Co., Inc.，對於銀行和經紀人，請撥打（212）269-5550，對於所有其他人，請撥打免費電話（866）416-0576，電子郵件apache@dfking.com或可下載。有關要約和同意徵求的任何問題可指向美銀證券，有限責任公司，撥號（980）387-3907或免費電話（888）292-0070，匯豐證券（美國）有限公司撥號（212）525-5552或免費電話（888）292-0070，瑞穗證券美國有限公司撥號（212）205-7741或免費電話（866）271-7403，或RBC資本市場，有限責任公司撥號（212）618-7843或免費電話（877）381-2099。
The Offers and the Consent Solicitations are being made upon the terms and subject to the conditions set forth in the Offering Memorandum. APA may withdraw, amend, or, if a condition to an Offer is not satisfied or, where permitted, waived, terminate the Offers and the Consent Solicitations, subject to applicable law.
要約和同意徵求的進行是基於招募備忘錄中列明的條款和條件。阿帕奇石油可以撤回、修改，或在滿足條件的情況下，如果適用可以放棄，終止要約和同意徵求，須遵守適用法律。
The consummation of the Offers and the Consent Solicitations is subject to, and conditional upon, the satisfaction or, where permitted, waiver of the conditions discussed in the Offering Memorandum, including, among other things, with respect to the Tender Offers, the Financing Condition and the operation of the Series Caps and the Maximum Purchase Amount.
要約和同意徵求的完成需滿足或在允許的情況下放棄招募備忘錄中討論的條件，包括但不限於對於投標要約的融資條件、系列上限的操作和最高購買金額。
This press release shall not constitute an offer to sell, or a solicitation of an offer to buy, any of the securities described herein, including in connection with the Financing Condition, and is also not a solicitation of the related consents. The Offers and the Consent Solicitations are not being made in any state or jurisdiction in which such Offers and Consent Solicitations would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. None of APA, Apache, the Dealer Managers, or the Tender Agent and Information Agent is making any recommendation as to whether holders of any series of Apache Notes should exchange their Apache Notes in the Exchange Offers, tender their Apache Tender Notes in the Tender Offers or deliver consents to the Proposed Amendments and the applicable series of Apache Notes in the Consent Solicitations. Holders are urged to evaluate carefully all information in the Offering Memorandum, including the documents incorporated by reference therein, consult their investment, accounting, legal and tax advisors and make their own decisions as to whether to participate in the Offers and the Consent Solicitations. The Offers and the Consent Solicitations may be made only pursuant to the terms of the Offering Memorandum and the other related materials.
本新聞稿不構成出售任何所述證券的要約或購買要約的招攬，包括與融資條件相關的情況，也不構成相關同意的招攬。要約和同意招攬在任何州或管轄區內均不作出，任何此類要約和同意招攬在該州或管轄區的證券法下未註冊或資格不合法。APA、阿帕奇石油、交易經理或投標代理和信息代理均未對持有阿帕奇債券的任何系列的持有人是否應在交易所要約中交換其阿帕奇債券、在投標要約中投標其阿帕奇投標債券或交付同意於擬議修正案及適用的阿帕奇債券系列在同意招攬中給予任何建議。持有人被鼓勵仔細評估要約 memorandum 中的所有信息，包括其中引用的文件，諮詢其投資、會計、法律和稅務顧問，並自行決定是否參與要約和同意招攬。要約和同意招攬僅可以根據要約 memorandum 和其他相關材料的條款進行。
About APA and Apache
關於APA和阿帕奇石油
APA Corporation owns consolidated subsidiaries that explore for and produce oil and natural gas in the United States, Egypt and the United Kingdom and that explore for oil and natural gas offshore Suriname and elsewhere.
APA Corporation 擁有綜合子公司，在美國、埃及和英國勘探和生產石油和天然氣，並且在蘇里南沿海及其他地區勘探石油和天然氣。
Forward-Looking Statements
前瞻性聲明
This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements can be identified by words such as "anticipates," "intends," "plans," "seeks," "believes," "continues," "could," "estimates," "expects," "goals," "guidance," "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 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. All of the forward-looking statements are qualified in their entirety by reference to the factors discussed under "Risk Factors" in the Offering Memorandum and under "Forward-Looking Statements and Risk" and "Risk Factors" in APA's Annual Report on Form 10-K for the year ended December 31, 2023, and in its Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024, and September 30, 2024 (each of which is incorporated by reference in the Offering Memorandum) and similar sections in any subsequent filings, which describe risks and factors that could cause results to differ materially from those projected in those forward-looking statements. Any forward-looking statement made in this news release speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. APA and its subsidiaries undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future development or otherwise, except as may be required by law.
本發佈包含根據1933年《證券法》第27A節和1934年《證券交易法》第21E節的定義的前瞻性聲明。前瞻性聲明可以通過諸如「預計」、「打算」、「計劃」、「尋求」、「相信」、「繼續」、「可能」、「估計」、「期望」、「目標」、「指引」、「可能」、「潛在」、「項目」、「前景」、「應該」、「將」、「會」和類似詞彙與未來週期的引用來識別，但缺乏這些詞彙並不意味着聲明沒有前瞻性。這些聲明包括但不限於關於未來計劃、期望和運營目標的聲明，包括關於我們的資本計劃、鑽探計劃、生產預期、資產出售和貨幣化的聲明。儘管前瞻性聲明是基於我們認爲在當時情況下合理的假設和分析，但實際結果和發展是否能符合我們的期望和預測取決於多個風險和不確定因素，這可能導致我們的實際結果、績效和財務狀況與我們的預期有重大差異。所有前瞻性聲明均完全受限於在《募股說明書》中討論的「風險因素」和在APA截至2023年12月31日的10-K表格年度報告中的「前瞻性聲明和風險」以及「風險因素」的引用，並在其截至2024年3月31日、2024年6月30日和2024年9月30日的10-Q表格季度報告中（每份報告均通過引用列入《募股說明書》）以及任何後續文件中的類似章節中描述了可能導致實際結果與這些前瞻性聲明中的預期大相徑庭的風險和因素。本新聞發佈中做出的任何前瞻性聲明僅在聲明做出之日有效。可能導致我們的實際結果有所不同的因素或事件可能會不時出現，我們無法預測所有這些因素。APA及其子公司不承擔任何公開更新任何前瞻性聲明的義務，無論是由於新信息、未來發展還是其他原因，除非法律要求。
| Contacts | ||
| Investor: | (281) 302-2286 | Gary Clark |
| Media: | (713) 296-7276 | Alexandra Franceschi |
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| 聯繫人 | ||
| 投資者： | (281) 302-2286 | 加里·克拉克 |
| 媒體： | (713) 296-7276 | 亞歷山德拉·弗朗西斯基 |
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