Exhibit 25.1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM T-1
STATEMENT OF ELIGIBILITY
UNDER THE TRUST INDENTURE ACT OF 1939 OF A
CORPORATION DESIGNATED TO ACT AS TRUSTEE
| ☐ | CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b) (2) |
REGIONS BANK
(Exact name of trustee as specified in its charter)
| Alabama | 63-0371391 | |
| (Jurisdiction of incorporation or organization if not a U.S. national bank) |
(I.R.S. Employer Identification No.) | |
| 1900 Fifth Avenue North Birmingham, Alabama |
35203 | |
| (Address of principal executive offices) | (Zip code) | |
Corporation Service Company, Inc.
641 South Lawrence Street
Montgomery, AL 36104
1-866-403-5272
(Name, address and telephone number of agent for service)
APA CORPORATION
(Exact name of obligor as specified in its charter)
| Delaware | 86-1430562 | |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification Number) |
2000 W. Sam Houston Pkwy S., Suite 200
Houston, Texas 77042
(713) 296-6000
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)
Title of the Indenture Securities on the Next Page
| Title of the Indenture Securities
7.70% Notes due March 15, 2026 7.95% Notes due April 15, 2026, 4.875% Notes due November 15, 2027 4.375% Notes due October 15, 2028 7.75% Notes due December 15, 2029 4.250% Notes due January 15, 2030 6.000% Notes due January 15, 2037 5.100% Notes due September 1, 2040 5.250% Notes due February 1, 2042 4.750% Notes due April 15, 2043 4.250% Notes due January 15, 2044 7.375% Debentures due August 15, 2047 5.350% Notes due July 1, 2049 7.625% Debentures due November 1, 2096 6.10% Notes due February 15, 2035 6.75% Notes due February 15, 2055 |
| Item 1. | General Information. Furnish the following information as to the trustee: |
| (a) | Name and address of each examining or supervising authority to which it is subject. |
Federal Reserve Bank of Atlanta, 1000 Peachtree Street NE, Atlanta, Georgia 30309
Alabama State Banking Department, 401 Adams Ave., Montgomery, Alabama 36104
| (b) | Whether it is authorized to exercise corporate trust powers. |
| The trustee is authorized to exercise corporate trust powers. |
| Item 2. | Affiliations with Obligor. If the obligor is an affiliate of the trustee, describe each such affiliation. |
None with respect to the trustee.
No responses are included for Items 3-14 of this Form T-1 because the obligor is not in default as provided under Item 13.
| Item 15. | Foreign Trustee. | Not applicable. | ||
| Item 16. | List of Exhibits. | List below all exhibits filed as a part of this Statement of Eligibility. | ||
| Exhibit 1. | Articles of Amendment to Articles of Incorporation, including Restated Articles of Incorporation of the Trustee (incorporated by reference to Exhibit 1 to the Trustee’s Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 (File No. 333-223626) filed with the Securities and Exchange Commission). | |
| Exhibit 2. | Not applicable | |
| Exhibit 3. | Authorization of the Trustee to exercise corporate trust powers (incorporated by reference to Exhibit 3 to the Trustee’s Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-3 (File No. 333-202769) filed with the Securities and Exchange Commission). | |
| Exhibit 4. | A copy of the bylaws of the trustee as now in effect (incorporated by reference to Exhibit 4 to the Trustee’s Form T-1 filed as Exhibit 25.1 to the Registration Statement on Form S-4 (File No. 333-227903) filed with the Securities and Exchange Commission). | |
| Exhibit 5. | Not applicable. | |
| Exhibit 6. | The consent of the trustee required by Section 321(b) of the Act. | |
| Exhibit 7. | A copy of the latest report of condition of the trustee published pursuant to law or the requirements of its supervising or examining authority. | |
| Exhibit 8. | Not applicable. | |
| Exhibit 9. | Not applicable. | |
SIGNATURE
Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the trustee, Regions Bank, a state-chartered bank organized under the laws of the state of Alabama, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Dallas and the State of Texas on the 8th day of August, 2025.
| REGIONS BANK |
| s/Kesha Jupiter |
| Kesha Jupiter |
| Vice President |
EXHIBIT 6
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen
In accordance with Section 321(b) of the Trust Indenture Act of 1939, Regions Bank hereby consents that reports of examination of Regions Bank by Federal, State, Territorial or District regulatory authorities may be furnished by such regulatory authorities to the Securities and Exchange Commission upon request therefor.
Dated: August 8, 2025
| Very truly yours, |
| REGIONS BANK |
| s/Kesha Jupiter |
| Kesha Jupiter |
| Vice President |
Exhibit 7
REGIONS BANK
Balance Sheet
From
The Consolidated Report Condition
As of the close of business on March 31, 2025
| REGIONS BANK RSSD-ID 233031 Last Updated on 4/30/2025 |
FFIEC 031 Report Date 3/31/2025 17 |
Schedule RC – Balance Sheet (Form Type – 031)
All schedules are to be reported in thousands of dollars. Unless otherwise indicated, report the amount outstanding as of the last business day of the quarter.
| Dollar amounts in thousands |
||||||||||
| 1. Cash and balances due from depository institutions (from Schedule RC-A): |
1. | |||||||||
| a. Noninterest-bearing balances and currency and coin1 |
RCFD0081 | 3,835,000 | 1.a. | |||||||
| b. Interest-bearing balances2 |
RCFD0071 | 10,750,000 | 1.b. | |||||||
| 2. Securities: |
2. | |||||||||
| a. Held-to-maturity securities (from Schedule RC-B, column A)3 |
RCFDJJ34 | 5,195,000 | 2.a. | |||||||
| b. Available-for-sale debt securities (from Schedule RC-B, column D) |
RCFD1773 | 25,922,000 | 2.b. | |||||||
| c. Equity securities with readily determinable fair values not held for trading4 |
RCFDJA22 | 462,000 | 2.c. | |||||||
| 3. Federal funds sold and securities purchased under agreements to resell: |
3. | |||||||||
| a. Federal funds sold in domestic offices |
RCONB987 | 0 | 3.a. | |||||||
| b. Securities purchased under agreements to resell5 |
RCFDB989 | 0 | 3.b. | |||||||
| 4. Loans and lease financing receivables (from Schedule RC-C): |
4. | |||||||||
| a. Loans and leases held for sale |
RCFD5369 | 342,000 | 4.a. | |||||||
| b. Loans and leases held for investment |
RCFDB528 | 95,733,000 | 4.b. | |||||||
| c. LESS: Allowance for credit losses on loans and leases |
RCFD3123 | 1,613,000 | 4.c. | |||||||
| d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c) |
RCFDB529 | 94,120,000 | 4.d. | |||||||
| 5. Trading assets (from Schedule RC-D) |
RCFD3545 | 3,000 | 5. | |||||||
| 6. Premises and fixed assets (including right-of-use assets) |
RCFD2145 | 2,146,000 | 6. | |||||||
| 7. Other real estate owned (from Schedule RC-M) |
RCFD2150 | 14,000 | 7. | |||||||
| 8. Investments in unconsolidated subsidiaries and associated companies |
RCFD2130 | 174,000 | 8. | |||||||
| 9. Direct and indirect investments in real estate ventures |
RCFD3656 | 0 | 9. | |||||||
| 10. Intangible assets (from Schedule RC-M) |
RCFD2143 | 6,441,000 | 10. | |||||||
| 11. Other assets (from Schedule RC-F)6 |
RCFD2160 | 9,017,000 | 11. | |||||||
| 12. Total assets (sum of items 1 through 11) |
RCFD2170 | 158,421,000 | 12. | |||||||
| 13. Deposits: |
13. | |||||||||
| a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, part I) |
RCON2200 | 132,993,000 | 13.a. | |||||||
| 1. Noninterest-bearing8 |
RCON6631 | 40,530,000 | 13.a.1. | |||||||
| 2. Interest-bearing |
RCON6636 | 92,463,000 | 13.a.2. | |||||||
| b. In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, part II) |
RCFN2200 | 0 | 13.b. | |||||||
| 1. Noninterest-bearing |
RCFN6631 | NR | 13.b.1. | |||||||
| 2. Interest-bearing |
RCFN6636 | NR | 13.b.2. | |||||||
| 14. Federal funds purchased and securities sold under agreements to repurchase: |
14. | |||||||||
| a. Federal funds purchased in domestic offices9 |
RCONB993 | 0 | 14.a. | |||||||
| b. Securities sold under agreements to repurchase10 |
RCFDB995 | 0 | 14.b. | |||||||
| 15. Trading liabilities (from Schedule RC-D) |
RCFD3548 | 0 | 15. | |||||||
| 16. Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M) |
RCFD3190 | 3,667,000 | 16. | |||||||
| 17. Not applicable |
17. | |||||||||
| 18. Not applicable |
18. | |||||||||
| 19. Subordinated notes and debentures1 |
RCFD3200 | 496,000 | 19. | |||||||
| 20. Other liabilities (from Schedule RC-G) |
RCFD2930 | 3,846,000 | 20. |
| 1. | Includes cash items in process of collection and unposted debits. |
| 2. | Includes time certificates of deposit not held for trading. |
| 3. | Institutions should report in item 2.a, amounts net of any applicable allowance for credit losses, and should equal to Schedule RC-B, item 8, column A less Schedule RI-B, Part II, item 7, column B. |
| 4. | Item 2.c is to be completed by all institutions. See the instructions for this item and the Glossary entry for “Securities Activities” for further detail on accounting for investments in equity securities. |
| 5. | Includes all securities resale agreements, regardless of maturity. |
| 6. | Institutions should report in items 3.b and 11 amounts net of any applicable allowance for credit losses. |
| 8. | Includes noninterest-bearing demand, time, and savings deposits. |
| 9. | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.” |
| 10. | Includes all securities repurchase agreements, regardless of maturity. |
| 1. | Includes limited-life preferred stock and related surplus. |
| REGIONS BANK RSSD-ID 233031 Last Updated on 4/30/2025 |
FFIEC 031 Report Date 3/31/2025 17 |
| Dollar amounts in thousands |
||||||||||||
| 21. Total liabilities (sum of items 13 through 20) |
RCFD2948 | 141,002,000 | 21. | |||||||||
| 22. Not applicable |
22. | |||||||||||
| 23. Perpetual preferred stock and related surplus |
RCFD3838 | 0 | 23. | |||||||||
| 24. Common stock |
RCFD3230 | 0 | 24. | |||||||||
| 25. Surplus (exclude all surplus related to preferred stock) |
RCFD3839 | 16,399,000 | 25. | |||||||||
| 26. Not available |
26. | |||||||||||
| a. Retained earnings |
RCFD3632 | 3,267,000 | 26.a. | |||||||||
| b. Accumulated other comprehensive income2 |
RCFDB530 | -2,284,000 | 26.b. | |||||||||
| c. Other equity capital components3 |
RCFDA130 | 0 | 26.c. | |||||||||
| 27. Not available |
27. | |||||||||||
| a. Total bank equity capital (sum of items 23 through 26.c) |
RCFD3210 | 17,382,000 | 27.a. | |||||||||
| b. Noncontrolling (minority) interests in consolidated subsidiaries |
RCFD3000 | 37,000 | 27.b. | |||||||||
| 28. Total equity capital (sum of items 27.a and 27.b) |
RCFDG105 | 17,419,000 | 28. | |||||||||
| 29. Total liabilities and equity capital (sum of items 21 and 28) |
RCFD3300 | 158,421,000 | 29. | |||||||||
| 1. Indicate in the box at the right the number of the statement below that best describes the most comprehensive level of auditing work performed for the bank by independent external auditors as of any date during 2024 |
RCFD6724 | 2a | M.1. | |||||||||
| 2. Bank’s fiscal year-end date (report the date in MMDD format) |
RCON8678 | 1231 | M.2. |
| 2. | Includes, but is not limited to, net unrealized holding gains (losses) on available-for-sale securities, accumulated net gains (losses) on cash flow hedges, cumulative foreign currency translation adjustments, and accumulated defined benefit pension and other postretirement plan adjustments. |
| 3. | Includes treasury stock and unearned Employee Stock Ownership Plan shares. |