UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
On April 1, 2024, APA Corporation, a Delaware corporation (“APA”), filed a Current Report on Form 8-K (the “Original Report”) to report that APA completed its acquisition of Callon Petroleum Company, a Delaware corporation (“Callon”), pursuant to the Agreement and Plan of Merger, dated January 3, 2024, by and among APA, Astro Comet Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of APA (“Merger Sub”), and Callon. At the closing, Merger Sub merged with and into Callon, with Callon as the surviving entity (the “Merger”).
This amendment to the Original Report (the “Amendment”) is being filed to provide the financial statements and pro forma financial information required by Item 9.01 of Form 8-K.
The pro forma financial information included in this Amendment has been presented for informational purposes only, as required by Form 8-K. It does not purport to represent the actual results of operations that APA and Callon would have achieved had the companies been combined during the periods presented in the pro forma financial information and is not intended to project the future results of operations that the combined company may achieve after completion of the Merger. Except as described in this Amendment, all other information in the Original Report remains unchanged.
| Item 9.01. | Financial Statements and Exhibits. |
(a) Financial statements of businesses acquired.
The audited consolidated balance sheets of Callon as of December 31, 2023, and 2022 and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years ended December 31, 2023, 2022, and 2021 are filed as Exhibit 99.1 attached hereto and incorporated herein by reference.
(b) Pro forma financial information.
The unaudited pro forma combined balance sheet of APA as of December 31, 2023, giving effect to the Merger as if it had been completed on December 31, 2023, and the unaudited pro forma combined statement of operations of APA for the fiscal year ended December 31, 2023, giving effect to the Merger as if it had been completed on January 1, 2023, and the notes related thereto, are filed as Exhibit 99.2 attached hereto and incorporated herein by reference.
(d) Exhibits
| Exhibit No. |
Description |
Incorporated by Reference | ||||||||||||||
| Form |
Reference |
Filing |
SEC File |
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| *23.1 | Consent of Grant Thornton LLP | |||||||||||||||
| *23.2 | Consent of DeGolyer and MacNaughton, Inc. | |||||||||||||||
| 99.1 | Audited consolidated balance sheets of Callon Petroleum Company as of December 31, 2023 and 2022 and the related consolidated statements of operations, stockholders’ equity, and cash flows for each of the years ended December 31, 2023, 2022, and 2021 and the related notes. | 10-K | Part II, Item 8 |
2/26/24 | 001-14039 | |||||||||||
| Exhibit No. |
Description |
Incorporated by Reference | ||||||||||||||
| Form |
Reference |
Filing |
SEC File |
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| *99.2 | Unaudited pro forma combined balance sheet of APA as of December 31, 2023, giving effect to the Merger as if it had been completed on December 31, 2023, and the unaudited pro forma combined statement of operations of APA for the fiscal year ended December 31, 2023, giving effect to the Merger as if it had been completed on January 1, 2023, and the related notes. | |||||||||||||||
| *104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |||||||||||||||
| * | Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| APA CORPORATION | ||||||
| Date: June 13, 2024 | By: | /s/ Rebecca A. Hoyt | ||||
| Rebecca A. Hoyt | ||||||
| Senior Vice President, Chief Accounting Officer, and Controller | ||||||