APA Corporation Announces Expiration and Final Results of Private Exchange Offers, Tender Offers, and Consent Solicitations and Waiver of Financing Condition
APA Corporation Announces Expiration and Final Results of Private Exchange Offers, Tender Offers, and Consent Solicitations and Waiver of Financing Condition
The Offers and Consent Solicitations were made on the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement, dated as of December 3, 2024 (the "Offering Memorandum"), as modified by the press releases dated December 17, 2024 and December 23, 2024. Capitalized terms used but not defined in this press release have the meanings given to them in the Offering Memorandum.HOUSTON, Jan. 08, 2025 (GLOBE NEWSWIRE) -- APA Corporation ("APA") (Nasdaq: APA) announced today the final results as of 5:00 p.m., New York City time, on January 7, 2025 (the "Expiration Time") 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. APA also announced today that it has waived the Financing Condition in connection with the pricing of its previously announced private notes offering further described below.
HOUSTON, Jan. 08, 2025 (GLOBE NEWSWIRE) -- APA Corporation ("APA") (Nasdaq: APA) announced today the final results as of 5:00 p.m., New York City time, on January 7, 2025 (the "Expiration Time") 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. APA also announced today that it has waived the Financing Condition in connection with the pricing of its previously announced private notes offering further described below.
The Offers are expected to settle on January 10, 2025 (the "Settlement Date"). Apache Notes that have been validly tendered and accepted in the Offers will be purchased or exchanged (as applicable), retired and cancelled on the Settlement Date.
The Offers are expected to settle on January 10, 2025 (the "Settlement Date"). Apache Notes that have been validly tendered and accepted in the Offers will be purchased or exchanged (as applicable), retired and cancelled on the Settlement Date.
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, then the reason for such guarantees would have ceased to exist and no guarantees would be issued with respect to the APA Notes.
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, then the reason for such guarantees would have ceased to exist and no guarantees would be issued with respect to the APA Notes.
The Offers and Consent Solicitations were made on the terms and subject to the conditions set forth in the Offering Memorandum and Consent Solicitation Statement, dated as of December 3, 2024 (the "Offering Memorandum"), as modified by the press releases dated December 17, 2024 and December 23, 2024. Capitalized terms used but not defined in this press release have the meanings given to them in the Offering Memorandum.
本次要約和同意徵集是根據2024年12月3日的要約備忘錄和同意徵集聲明中的條款以及所述條件進行的（"要約備忘錄"），並根據2024年12月17日和2024年12月23日的新聞稿進行了修改。本新聞稿中未定義的專有名詞，其含義與要約備忘錄中給出的相同。
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 Expiration Time, 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獲得了D.F. King & Co., Inc.的通知，該公司是要約和同意徵集的投標代理人和信息代理人，截止到截止時間，以下表格中指定的阿帕奇債券的總本金金額已經有效投標且未有效撤回（並且相關的同意已經有效給出且未有效撤回）。
| 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 Expiration Time |
Principal amount tendered in the Tender Offers as of the Expiration Time (1) |
Principal amount tendered in the Tender Offers in excess of the Maximum Purchase Amount or a Series Cap as of the Expiration Time (2) |
Tender Offer Final Proration Factor (3) |
Percentage of aggregate principal amount outstanding tendered in the Offers as of the Expiration Time (4) |
||||||
| 037411 AJ4 | 7.70% Notes due 2026 (the "March 2026 Notes") |
$78,588,000 | $57,743,000 | _ | _ | _ | 73.48% | ||||||
| 037411 AK1 | 7.95% Notes due 2026 (the "April 2026 Notes") |
$132,118,000 | $55,695,000 | _ | _ | _ | 42.16% | ||||||
| 037411 BJ3 | 4.875% Notes due 2027 (the "2027 Notes") |
$107,724,000 | $38,782,000 | _ | _ | _ | 36.00% | ||||||
| 037411 BE4 | 4.375% Notes due 2028 (the "2028 Notes") |
$324,715,000 | $238,850,000 | _ | _ | _ | 73.56% | ||||||
| 03746AAA8 | 7.75% Notes due December 15, 2029 (the "2029 Notes") |
$235,407,000 | $163,831,000 | _ | _ | _ | 69.59% | ||||||
| 037411 BF1 | 4.250% Notes due 2030 (the "2030 Notes") |
$515,917,000 | $373,778,000 (5) | _ | _ | _ | 72.45% | ||||||
| 037411 AR6 | 6.000% Notes due 2037 (the "2037 Notes") |
$443,223,000 | $271,354,000 (5) | $69,899,000 | $69,899,000 | 0% | 76.99% | ||||||
| 037411 AW5 | 5.100% Notes due 2040 (the "2040 Notes") |
$1,332,639,000 | $538,520,000 | $568,960,000 | $0 | 100% | 83.10% | ||||||
| 037411 AY1 | 5.250% Notes due 2042 (the "2042 Notes") |
$399,131,000 | $116,736,000 | $217,144,000 | $92,149,000 | 57.6% | 83.65% | ||||||
| 037411 BA2 | 4.750% Notes due 2043 (the "2043 Notes") |
$427,662,000 | $111,741,000 | $236,988,000 | $40,945,000 | 82.7% | 81.54% | ||||||
| 037411 BC8 | 4.250% Notes due 2044 (the "2044 Notes") |
$210,863,000 | $76,614,000 | $110,002,000 | $0 | 100% | 88.50% | ||||||
| 037411 AM7 | 7.375% Debentures due 2047 (the "2047 Debentures") | $150,000,000 | $126,160,000 | _ | _ | _ | 84.11% | ||||||
| 037411 BG9 | 5.350% Notes due 2049 (the "2049 Notes") |
$386,754,000 | $330,094,000 | _ | _ | _ | 85.35% | ||||||
| 037411 AL9 | 7.625% Debentures due 2096 (the "2096 Debentures") | $39,170,000 | $37,408,000 | _ | _ | _ | 95.50% | ||||||
| CUSIP編號 | 系列票據或 債券發行 by Apache (統稱， "阿帕奇石油票據") |
合計 信安 未償還金額 |
在交易所提出的主要金額 截至 到期時間 |
本金金額 提供於 截至的招標報價 到期 時間 (1) |
本金金額 提供於 投標報價 超過 最大 購買金額 或系列上限作爲 到期的 時間 (2) |
收購要約 最終比例因數 (3) |
百分比 彙總本金 的資本量 未發放的 提供於 截至的報價 到期時間 (4) |
||||||
| 037411 AJ4 | 7.70% 於2026年到期的票據 (「2026年3月票據」) |
$78,588,000 | $57,743,000 | _ | _ | _ | 73.48% | ||||||
| 037411 AK1 | 7.95% 票據，至2026年到期 (「2026年4月票據」) |
$132,118,000 | $55,695,000 | _ | _ | _ | 42.16% | ||||||
| 037411 BJ3 | 4.875% 2027年到期票據 (「2027年票據」) |
$107,724,000 | $38,782,000 | _ | _ | _ | 36.00% | ||||||
| 037411 BE4 | 4.375% 2028年到期票據 (「2028年票據」) |
$324,715,000 | $238,850,000 | _ | _ | _ | 73.56% | ||||||
| 03746AAA8 | 7.75%債券將於2029年12月15日到期 (「2029年票據」) |
$235,407,000 | $163,831,000 | _ | _ | _ | 69.59% | ||||||
| 037411 BF1 | 4.250% 票據到期於2030年 (「2030年票據」) |
$515,917,000 | $373,778,000 (5) | _ | _ | _ | 72.45% | ||||||
| 037411 AR6 | 2037年到期的6.000%債券 (「2037年債券」) |
$443,223,000 | $271,354,000 (5) | $69,899,000 | $69,899,000 | 0% | 76.99% | ||||||
| 037411 AW5 | 5.100% 票據，到期於2040年 ("2040票據") |
$1,332,639,000 | $538,520,000 | $568,960,000 | $0 | 100% | 83.10% | ||||||
| 037411 AY1 | 5.250% 票據，到期於2042年 ("2042票據") |
$399,131,000 | $116,736,000 | $217,144,000 | $92,149,000 | 57.6% | 83.65% | ||||||
| 037411 BA2 | 4.750% 票據，到期於2043年 ("2043票據") |
$427,662,000 | $111,741,000 | $236,988,000 | $40,945,000 | 82.7% | 81.54% | ||||||
| 037411 BC8 | 4.250% 票據，到期於2044年 ("2044票據") |
$210,863,000 | $76,614,000 | $110,002,000 | $0 | 100% | 88.50% | ||||||
| 037411 AM7 | 7.375% 債券到期於2047年（"2047債券"） | $150,000,000 | $126,160,000 | _ | _ | _ | 84.11% | ||||||
| 037411 BG9 | 5.350% 債券到期於2049年 ("2049債券") |
$386,754,000 | $330,094,000 | _ | _ | _ | 85.35% | ||||||
| 037411 AL9 | 7.625% 幣券到期於2096年（「2096年債券」） | $39,170,000 | $37,408,000 | _ | _ | _ | 95.50% | ||||||
___________________
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(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 $196,043,000. The 2044 Series Cap limits the aggregate principal amount of the 2044 Notes that may be purchased in the Tender Offers to $110,002,000. 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.
(1) 最大購買金額爲1,000,000,000美元。2040系列上限限制了可在投標報價中購買的2040票據的總本金金額爲700,000,000美元。2042系列上限限制了可在投標報價中購買的2042票據的總本金金額爲125,000,000美元。2043系列上限限制了可在投標報價中購買的2043票據的總本金金額爲196,043,000美元。2044系列上限限制了可在投標報價中購買的2044票據的總本金金額爲110,002,000美元。2037系列上限限制了可在投標報價中購買的2037票據的總本金金額爲最大購買金額減去接受購買的2040票據、2042票據、2043票據和2044票據的總本金金額，前提是2037票據的系列上限不超過50,000,000美元。
(2) Represents the principal amount of Apache Tender Notes held by Eligible Holders that elected to participate in the Tender Offers but will not be accepted in the applicable Tender Offer because the applicable Series Cap or the Maximum Purchase Amount was exceeded and therefore such Apache Tender Notes will be exchanged for APA Notes in the Exchange Offers, pursuant to the terms and conditions of the Offering Memorandum.
(2) 代表由符合條件的持有人持有的阿帕奇投標票據的本金金額，這些持有人選擇參與投標報價但因超過適用的系列上限或最大購買金額而未被接受，因此這些阿帕奇投標票據將根據要約備忘錄的條款和條件在交易所中交換爲APA票據。
(3) The final proration factor has been rounded to the nearest tenth of a percentage point for presentation purposes.
(3) 最終的比例因素已四捨五入到最接近的百分之一點。
(4) 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 previously announced, APA has waived the condition for the receipt of the Requisite Consents for those Offers pursuant to which such condition was not met as of the Expiration Time, and as a result, such Offers are not conditioned upon receipt of the Requisite Consents.
(4) 就2027年票據、2028年票據、2030年票據和2049年票據所需的必要同意應至少爲未償還的總本金金額的多數，其他阿帕奇石油票據所需的必要同意應至少爲未償還的總本金金額的66⅔%（統稱爲「必要同意」）。如前所述，APA已放棄在到期時間未滿足的情況下獲得必要同意的控制項，因此，這些要約不附加獲得必要同意的條件。
(5) An aggregate amount of $6,000 of 2030 Notes and 2037 Notes was not accepted because the amount of such notes to be exchanged did not meet the minimum denomination of $2,000 of the APA Notes.
(5) 因爲要交換的票據金額未達到APA票據2000美元的最低面額，所以2030年票據和2037年票據的總金額6000美元未被接受。
The Requisite Consents have been received with respect to the March 2026 Notes, the 2028 Notes, the 2029 Notes, the 2030 Notes, the 2037 Notes, the 2040 Notes, the 2042 Notes, the 2043 Notes, the 2044 Notes, the 2047 Debentures, the 2049 Notes, and the 2096 Debentures. On the Settlement Date Apache and the trustee under the applicable Apache Indenture will execute a supplemental indenture with respect to the applicable series of Apache Notes setting forth the Proposed Amendments, and such supplemental indenture will become effective upon its execution and delivery. As previously announced, APA has waived the condition for the receipt of the Requisite Consents for those Offers pursuant to which such condition was not met as of the Expiration Time, and as a result, such Offers are not conditioned upon receipt of the Requisite Consents.
關於2026年3月票據、2028年票據、2029年票據、2030年票據、2037年票據、2040年票據、2042年票據、2043年票據、2044年票據、2047年債券、2049年票據和2096年債券的必要同意已獲得。在結算日，阿帕奇石油和適用阿帕奇石油契約下的受託人將就適用系列的阿帕奇石油票據執行補充契約，列明擬議的修正案，該補充契約將在其執行和交付後生效。正如之前所宣佈的，APA已放棄在到期時間未滿足的情況下獲得必要同意的控制項，因此，這些要約不附加獲得必要同意的條件。
Any Apache Tender Notes validly tendered prior to the Expiration Time that were 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.
在到期時間之前有效投標的任何阿帕奇石油承諾票據，如果由於適用系列上限或最大購買金額的超出而未被接受購買，將在交易所中與APA票據進行交換，而這些持有人將根據適用情況收到交換總對價或交換對價。
All payments for Apache Tender Notes purchased in the Tender Offers 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.
所有在招標要約中購買的阿帕奇招標票據的付款也將包括從相關係列的阿帕奇招標票據的最後利息支付日期起至清算日期（不包括清算日期）應計的未支付利息。
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 operation of the Series Caps and the Maximum Purchase Amount.
招標要約和諮詢請求的完成受到（並且在允許的情況下取決於）《發行備忘錄》中討論的條件的滿足或豁免的限制，包括與招標要約相關的，系列上限和最大購買金額的運作。
As previously announced, on January 7, 2025, APA priced a private offering of senior notes in an aggregate principal amount of $850 million (the "Private Notes Offering"). APA intends to use the net proceeds from the Private Notes Offering to purchase a portion of the Apache Tender Notes. Because the net proceeds from the Private Notes Offering will be less than the amount necessary to fund the purchase of the Apache Tender Notes, APA has waived the Financing Condition. The notes issued in the Private Notes Offering will be guaranteed by Apache on the same terms as the APA Notes to be issued in the Exchange Offers. The settlement date of the Private Notes Offering is expected to be January 10, 2025. The notes and the related guarantees in the Private Notes Offering have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws, and, unless so registered, such notes and guarantees may not be offered or sold in the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.
正如之前所宣佈的，2025年1月7日，APA定價了一項總額爲85000萬美元的高級票據私人發行（"私人票據發行"）。APA打算將私人票據發行的淨收益用於購買部分阿帕奇招標票據。由於私人票據發行的淨收益將低於購買阿帕奇招標票據所需的金額，APA已放棄融資條件。私人票據發行中發行的票據將由阿帕奇在與在交換要約中發行的APA票據相同的條款上進行擔保。私人票據發行的結算日期預計爲2025年1月10日。私人票據發行的票據及相關擔保沒有在1933年證券法及其修正案（"證券法"）或任何州證券法下注冊，除非已註冊，否則該票據和擔保不得在美國進行提供或銷售，除非依據證券法及適用州證券法的註冊要求的豁免或不受限制的交易進行。
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。
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 Private Notes Offering, 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 made 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.
本新聞稿不構成出售任何此處描述的證券的要約，或對購買的要約的 solicitation，包括與私人票據發行相關的內容，並且也不是對相關同意的 solicitation。這些要約和同意 solicitation 不會在任何州或轄區內進行，在這些州或轄區內，此類要約和同意 solicitation 在未註冊或未獲得證券法合規資格之前是違法的。APA、阿帕奇、經銷商管理者或招標代理和信息代理均未對任何阿帕奇票據持有者是否應在交易所要約中交換其阿帕奇票據、在招標要約中提交其阿帕奇招標票據或在同意 solicitation 中向擬議修正案和相關係列的阿帕奇票據提供同意提出任何建議。
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 | Ben Rodgers |
| Media: (713) 296-7276 | Alexandra Franceschi |
| Website: |
| 聯繫人 | |
| 投資者: (281) 302-2286 | 本·羅傑斯 |
| 媒體: (713) 296-7276 | 亞歷山德拉·弗朗西斯基 |
| 網站： |
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譯文內容由第三人軟體翻譯。
