Thread regarding Apache Corp. layoffs

What makes you I think Apache spilled the beans and not repsol

APA is in desperate need to announce something to try and move the share price up.

$APA is the one that made the announcement, not Repsol, so what is driving $APA to make this announcement. It is clear that Repsol is considering a number of possibilities. At this point, I don't think they have settled on doing something with $APA.

Spaniards are stupid enough to do it.

I like the idea…

Nothing burger townhall?

Obviously the (worthless) execs are getting paid.

And the shareholders will vote to approve it, including their payout.

Who do you think kept the fat man and his bulldog employed while Rome burned?

The good news is Repsol won't fold in the next 5 years.

Yes, a vote is required. Nasdaq Rule 5635: Shareholder approval is required if the merger involves issuing 20% or more of the pre-transaction outstanding shares or voting power (excluding public offerings for cash). Reverse mergers almost always exceed this threshold to transfer control.

Additionally, Nasdaq Rule 5635(b) mandates approval for any “change of control,” which occurs in reverse mergers due to shifts in management, board composition, ownership, and business focus.

Don’t they need shareholders to vote?

Prob big pay out for top gang, their reputations are tainted by AH and they are unemployable

Hard to believe JC etc would agree to this unless they’re guaranteed huge golden parachutes. They’re been riding the gravy train into failure so why else would they choose to end it. I don’t think a reverse merger is a ‘hostile’ takeover.

Predict town hall on Monday

Why would Repsol choose APA? Alaska connection? What about Apache’s huge abandonment liabilities in the North Sea? Some wells may come in at 30mm a piece to P&A correctly? Will the JC crew buy new golf clubs?

A reverse merger is considered a change of control because a private company acquires control of a public company. The private company's shareholders end up with a majority stake in the combined entity, and control of the board and management shifts to the private company.

Who is the dope that disliked the GROK comment? Clearly someone in H.R. Not perfect and long, but good insight.

Another rumor to get stocks moving. Nothing to see here, trolls.

Repsol needs American investors to fund Pikka development, they want to enter the US stock market. Aligns now with APA exploration program in Alaska. The question is who gets to manage the company, Repsol or Apa executives? Whoever wins will put/replace people in strategic places. The usual redundancy in IT, HR, worthless executives, etc will suffer the most

GROK told me this confidentially. The APA Corporation Income Continuance Plan carries significant implications for the company across financial, strategic, governance, and compliance dimensions. Financially and strategically, it poses a notable liability during corporate transactions, potentially incurring substantial costs—such as millions in severance for officers and key staff—in the event of mass terminations following a change of control, thereby functioning as a defensive barrier against hostile takeovers by elevating acquisition expenses and safeguarding executive interests to align with shareholders during periods of uncertainty; however, APA's inability to readily terminate or amend the plan amid M&A-sensitive windows ensures operational stability but may discourage certain deals. From a corporate governance standpoint, the plan underscores APA's emphasis on retaining talent within the unpredictable oil and gas industry, with its 2021 amendment linked to an internal reorganization establishing APA as Apache's parent entity rather than direct M&A activity, though such mechanisms are prevalent among public energy firms to counter consolidation risks. On tax and compliance fronts, it promotes efficiency by averting penalties under Code Section 409A, yet it risks triggering "golden parachute" excise taxes via Section 280G if payouts surpass thresholds, which could diminish net benefits.
For employees, the plan delivers robust protections and security, particularly for eligible long-tenured, older, or high-value personnel, offering financial safeguards like income continuity, health coverage, and legal aid against M&A-induced job losses, thereby mitigating "key person" departure risks, enhancing loyalty, and providing officers with amplified advantages such as guaranteed 24-month benefits while scaling others by service length (e.g., 12 months for 24 years). Nonetheless, limitations persist: eligibility excludes many, such as those under 40 with less than 10 years of service unless specially designated, and benefits skew U.S.-centric under ERISA, affording international staff fewer entitlements, with disqualifications for voluntary exits lacking "good reason" or misconduct-related terminations. Overall, it cultivates perceptions of equity and dedication, boosting morale, though participants must promptly notify APA—within 90 days—of adverse changes like duty reductions to invoke "good reason" claims.
The plan exhibits a robust correlation to potential mergers or acquisitions, being expressly tailored for change-of-control events such as stock buyouts, mergers, or asset dispositions that reshape ownership. Although the 2021 filing stemmed from APA's internal restructuring rather than an external transaction, its framework renders it pertinent to any qualifying deal. Historically, APA—once Apache—has pursued M&A aggressively, exemplified by its 2024 $4.5 billion all-stock merger with Callon Petroleum, finalized in April and bolstering Permian Basin holdings without broadly activating the plan due to its "merger of equals" nature and minimal ownership shifts, yet underscoring APA's consolidation ethos amid volatile oil markets and ESG challenges. As of November 14, 2025, its relevance intensifies with fresh reports from November 13 detailing Repsol SA's—backed by EIG Global—exploratory reverse merger talks for its $19 billion upstream unit with APA to expedite a U.S. listing over a conventional IPO, sparking a 7-7.3% surge in APA shares to around $25.59 and a modest 1.95-2.2% uptick in Repsol's; this could trigger the plan's definition (e.g., via 20%+ voting power acquisition or altered board/ownership in the merged entity), entitling terminated eligible staff to benefits amid redundancies and imposing tens of millions in costs on the combined firm, complicating negotiations while reassuring APA employees to facilitate integration—though discussions remain preliminary with no assured outcome, aligning with broader upstream oil/gas trends toward scale in the energy transition era. In essence, this standard safeguard assumes amplified import given APA's M&A dynamism, potentially shaping Repsol talks and personnel impacts, warranting ongoing scrutiny of SEC disclosures and news for updates.

A change of control plan being filed with the SEC is, in and of itself, meaningless.

Especially since the company has a history of ignoring its change of control rules and policies.

Just ask anyone who was affected by the Apache Canada sell-off. (And possibly the Australia one too). The Canadians ended up suing over the whole thing and, I believe, ended up settling, but not for what they deserved and it took years to get anything.

https://www.sec.gov/Archives/edgar/data/1841666/000119312521063695/d127090dex102.htm

Hopefully Karma strikes those who are Rubbish

@bd did they amend the 2 year severance COC?

@an the stock price is up +70% since Q1 earnings. Trimming all the fat breathed life in to Apache

@an Repsol has a very small presence in the US. They’re going to need good people. If this happens, the sky doesn’t fall.

@ba 100% untrue. The change of control plan is posted on SEC.gov. Go read it

When will the announcement be made? Tomorrow (11/14) so the ELT can laugh at us at the town hall on Monday?

Trying to make sure a change in control does not trigger stock payments. What a joke - the once called another transaction a “combination” because a sale would make them pay. Only the executives got their cash.

Why would they care about the fat man? They will pay his golden parachute and he will eff off to the golf course

Repsol be very careful here. Get an intelligence briefing on JC…this will spook Repsol…

Does Repsol know about the liability that APA represents…someone reach out the Madrid…

Upvote this if you been refreshing this all day looking for rumors

The company used as the shell for a reverse merger is dissolved.

Effectively, I assume it’s an acquisition by Repsol. It’s being called a merger because they want a US entity to use as a vehicle for a listing in New York.