Exhibit 25.2
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)
Debt Securities
| 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 11th day of December 2024.
| 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: December 11, 2024
| 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 September 30, 2024
Regions Bank - FDIC Certificate Number: 12368
Consolidated Report of Condition for Insured Banks and Savings Associations for September 30, 2024 |
FFIEC 031 Page 16 of 86 RC-1 |
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.
Schedule RC—Balance Sheet
| Dollar Amounts in Thousands | RCFD | Amount | ||||||||||||||||||
Assets | ||||||||||||||||||||
1. Cash and balances due from depository institutions (from Schedule RC-A): | ||||||||||||||||||||
a. Noninterest-bearing balances and currency and coin (1) | 0081 | 3,411,000 | 1.a. | |||||||||||||||||
b. Interest-bearing balances (2) | 0071 | 7,677,000 | 1.b. | |||||||||||||||||
2. Securities: | ||||||||||||||||||||
a. Held-to-maturity securities (from Schedule RC-B, column A) (3) | JJ34 | 2,787,000 | 2.a. | |||||||||||||||||
b. Available-for-sale debt securities (from Schedule RC-B, column D) | 1773 | 28,679,000 | 2.b. | |||||||||||||||||
c. Equity securities with readily determinable fair values not held for trading (4) | JA22 | 604,000 | 2.c. | |||||||||||||||||
3. Federal funds sold and securities purchased under agreements to resell: | ||||||||||||||||||||
a. Federal funds sold | RCON | B987 | 0 | 3.a. | ||||||||||||||||
b. Securities purchased under agreements to resell (5,6) | RCFD | B989 | 0 | 3.b. | ||||||||||||||||
4. Loans and lease financing receivables (from Schedule RC-C): | RCFD | |||||||||||||||||||
a. Loans and leases held for sale | 5369 | 516,000 | 4.a. | |||||||||||||||||
b. Loans and leases held for investment | B528 | 96,789,000 | 4.b. | |||||||||||||||||
c. LESS: Allowance for credit losses on loans and leases | 3123 | 1,607,000 | 4.c. | |||||||||||||||||
d. Loans and leases held for investment, net of allowance (item 4.b minus 4.c) | B529 | 95,182,000 | 4.d. | |||||||||||||||||
5. Trading assets (from Schedule RC-D) | 3545 | 7,000 | 5. | |||||||||||||||||
6. Premises and fixed assets (including right-of-use assets) | 2145 | 2,109,000 | 6. | |||||||||||||||||
7. Other real estate owned (from Schedule RC-M) | 2150 | 16,000 | 7. | |||||||||||||||||
8. Investments in unconsolidated subsidiaries and associated companies | 2130 | 170,000 | 8. | |||||||||||||||||
9. Direct and indirect investments in real estate ventures | 3656 | 0 | 9. | |||||||||||||||||
10. Intangible assets (from Schedule RC-M) | 2143 | 6,438,000 | 10. | |||||||||||||||||
11. Other assets (from Schedule RC-F) (6) | 2160 | 8,789,000 | 11. | |||||||||||||||||
12. Total assets (sum of items 1 through 11) | 2170 | 156,385,000 | 12. | |||||||||||||||||
Liabilities | ||||||||||||||||||||
13. Deposits: | RCON | |||||||||||||||||||
a. In domestic offices (sum of totals of columns A and C from Schedule RC-E, Part I) | 2200 | 128,575,000 | 13.a. | |||||||||||||||||
(1) Noninterest-bearing (7) | RCON | 6631 | 40,060,000 | 13.a.1. | ||||||||||||||||
(2) Interest-bearing | RCON | 6636 | 88,515,000 | 13.a.2. | ||||||||||||||||
b. In foreign offices, Edge and Agreement subsidiaries, and IBFs | RCFN | |||||||||||||||||||
(from Schedule RC-E, Part II) | 2200 | 0 | 13.b. | |||||||||||||||||
(1) Noninterest-bearing | RCFN | 6631 | 0 | 13.b.1. | ||||||||||||||||
(2) Interest-bearing | RCFN | 6636 | 0 | 13.b.2. | ||||||||||||||||
14.Federal funds purchased and securities sold under agreements to repurchase: |
| |||||||||||||||||||
a. Federal funds purchased in domestic offices (8) | RCON | B993 | 0 | 14.a. | ||||||||||||||||
b. Securities sold under agreements to repurchase (9) | RCFD | B995 | 0 | 14.b. | ||||||||||||||||
15. Trading liabilities (from Schedule RC-D) | RCFD | 3548 | 0 | 15. | ||||||||||||||||
16. Other borrowed money (includes mortgage indebtedness) (from Schedule RC-M) | RCFD | 3190 | 5,170,000 | 16. | ||||||||||||||||
| 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 item 2.a should equal 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. |
| 7 | Includes noninterest-bearing, demand, time, and savings deposits. |
| 8 | Report overnight Federal Home Loan Bank advances in Schedule RC, item 16, “Other borrowed money.” |
| 9 | Includes all securities repurchase agreements, regardless of maturity. |
| Reporting Period: September 30, 2024 | October 23, 2024 9:57 AM |
Regions Bank - FDIC Certificate Number: 12368
Schedule RC—Continued |
FFIEC 031 Page 17 of 86 RC-2 |
| Dollar Amounts in Thousands | RCFD | Amount | ||||||
Liabilities - continued | ||||||||
17. and 18. Not applicable | ||||||||
19. Subordinated notes and debentures (1) | 3200 | 496,000 | 19. | |||||
20. Other liabilities (from Schedule RC-G) | 2930 | 4,451,000 | 20. | |||||
21. Total liabilities (sum of items 13 through 20) | 2948 | 138,692,000 | 21. | |||||
22. Not applicable | ||||||||
Equity Capital | ||||||||
Bank Equity Capital | ||||||||
23. Perpetual preferred stock and related surplus | 3838 | 0 | 23. | |||||
24. Common stock | 3230 | 0 | 24. | |||||
25. Surplus (excludes all surplus related to preferred stock) | 3839 | 16,399,000 | 25. | |||||
26. a. Retained earnings | 3632 | 3,137,000 | 26.a. | |||||
b. Accumulated other comprehensive income (2) | B530 | (1,894,000 | ) | 26.b. | ||||
c. Other equity capital components (3) | A130 | 0 | 26.c. | |||||
27. a. Total bank equity capital (sum of items 23 through 26.c) | 3210 | 17,642,000 | 27.a. | |||||
b. Noncontrolling (minority) interests in consolidated subsidiaries | 3000 | 51,000 | 27.b. | |||||
28. Total equity capital (sum of items 27.a and 27.b) | G105 | 17,693,000 | 28. | |||||
29. Total liabilities and equity capital (sum of items 21 and 28) | 3300 | 156,385,000 | 29. | |||||
Memoranda
To be reported with the March Report of Condition.
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 2023 | RCFD | Number | ||||||
| 6724 | NR | M.1. |
1a = An integrated audit of the reporting institution’s financial 2b = An audit of the reporting institution’s parent holding statements and its internal control over financial reporting company’s consolidated financial statements only conducted in conducted in accordance with the standards of the American accordance with the auditing standards of the AICPA or the Institute of Certified Public Accountants (AICPA) or the Public PCAOB by an independent public accountant that submits Company Accounting Oversight Board (PCAOB) by an indepen- a report on the consolidated holding company (but not on dent public accountant that submits a report on the institution the institution separately)
| 1b = | An audit of the reporting institution’s financial statements only conducted in accordance with the auditing standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the institution |
| 2a = | An integrated audit of the reporting institution’s parent holding company’s consolidated financial statements and its internal control over financial reporting conducted in accordance with the standards of the AICPA or the PCAOB by an independent public accountant that submits a report on the consolidated holding company (but not on the institution separately) |
| 3 = | This number is not to be used |
| 4 = | Directors’ examination of the bank conducted in accordance with generally accepted auditing standards by a certified public accounting firm (may be required by state-chartering authority) |
| 5 = | Directors’ examination of the bank performed by other external auditors (may be required by state-chartering authority) |
| 6 = | Review of the bank’s financial statements by external auditors |
| 7 = | Compilation of the bank’s financial statements by external auditors |
| 8 = | Other audit procedures (excluding tax preparation work) |
| 9 = | No external audit work |
To be reported with the March Report of Condition. | RCON | Date | ||||||||
2. Bank’s fiscal year-end date (report the date in MMDD format) | 8678 | NR | ||||||||
| M.2. |
| 1 | Includes limited-life preferred stock and related surplus. |
| 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. |
| Reporting Period: September 30, 2024 | October 23, 2024 9:57 AM |
