If you received a notice, it is because you may be a member of the Settlement Class in the Litigation. Payment history records reflect that you have received payments from Defendant (or someone paying proceeds on Defendant’s behalf) for oil and gas production proceeds from oil and gas wells in Oklahoma during the Claim Period (as defined in the Settlement Agreement and FAQ 2). The Notice is not intended to be, and should not be construed as, an expression of any opinion with respect to the merits of the allegations in the Petition filed in the Litigation. The Notice explains the claims being asserted in the Litigation, explains the Settlement, explains your right to remain a member of the Settlement Class (see FAQ 12), explains your right to opt out of the Settlement Class and be excluded from the Settlement (see FAQ 13), and explains your right to object to the Settlement (see FAQ 18).

The Court caused the notice to be sent to you because, if you fall within this group and are not otherwise excluded from the Settlement Class, your rights will be affected and you have a right to know about the proposed Settlement, and about all of your options, before the Court decides whether to approve the Settlement. If the Court approves it, after any objections and appeals are resolved, the Court-appointed Settlement Administrator will cause payments to be made to Class Members in accordance with the Settlement Agreement.

The Notice package describes the Litigation, the Settlement, your legal rights, what benefits are available, who is eligible for them, and how to get them.

The Court in charge of this Litigation is the United States District Court for the Eastern District of Oklahoma. The individuals prosecuting this Litigation on behalf of the Class are called the “Plaintiffs” and the company they are suing is called the “Defendant.” This case, also called the “Litigation,” is known as Allen v. Apache Corporation, Case No. 22-cv-00063-JAR.

The Litigation seeks damages for Defendant’s alleged failure to pay statutory interest on payments made by Defendant (or on Defendant’s behalf) outside the time periods set forth in the Production Revenue Standards Act, 52 O.S. § 570.1, et seq. (the “PRSA”) for oil and gas production proceeds from oil and gas wells in Oklahoma.

Defendant denies any and all liability related to Plaintiffs’ allegations and further states that neither Plaintiffs nor any of the Class Members are entitled to the relief sought in the Litigation and further states that it would not be appropriate to award any type of damages to the Class Members.

A more complete description of the Litigation, its status, and the rulings made in the Litigation are available in the pleadings and other papers maintained by the United States District Court for the Eastern District of Oklahoma, 101 North 5th Street, Muskogee, OK 74401, in the file for Case No. 22-cv-00063-JAR. Some of the relevant pleadings are available at the Important Documents page.

Release

If the Court enters a final order approving the Settlement, all Class Members, on behalf of the “Releasing Parties,” will release any “Released Claims” they have or may have against the “Released Parties.” This means that if you remain a member of the Settlement Class, any and all claims related to unpaid interest for oil or gas proceeds during the Claim Period will be released and discharged.

“Claim Period” means November 30, 2003, through July 21, 2022.

“Released Claims” means all claims and damages (statutory, contract, tort, equitable, punitive, and other relief) of the Releasing Parties related to underpaid and unpaid statutory interest for payments on Oklahoma oil and gas production made during the Claim Period. This release includes claims asserted in the Litigation, or that could have been asserted in the Litigation, for failure to pay interest on payments made outside the time periods set forth in the Production Revenue Standards Act or applicable contracts, but does not include claims alleged in: Rhea v. Apache (E.D. Okla., Case No. 14-cv-00433-JH); or Chieftain Royalty Co. v. Apache (Caddo County, Case No. CJ-2012-81).

“Released Parties” means Defendant as well as its respective parent companies, subsidiaries, affiliates, former or present officers, directors, members, employees, agents, attorneys, board members, successors, assigns, and consultants.

“Releasing Parties” means Plaintiffs and all Settlement Class members who do not timely and properly opt-out or submit a request for exclusion from the settlement, and who are not otherwise excluded from the Settlement Class by order of the Court.

In a class action, one or more plaintiffs sue on behalf of people who have similar claims. All of the individuals and entities on whose behalf the plaintiffs are suing are class members. One court resolves the issues for all class members, except for those who choose to exclude themselves from the class. Here, United States Magistrate Judge Jason A. Robertson, is presiding over the Litigation.

The Court has not reached a final judgment as to whether Plaintiffs have proved or can prove their claims against Defendant. It could take several more years before a trial on the merits could be held, final judgment entered, and appeals exhausted. Instead, Plaintiffs and Defendant have agreed to the Settlement in order to resolve the Litigation. In reaching the Settlement, both sides have avoided the risk, cost and time of a trial, and Plaintiffs have avoided any further delay in resolving the Litigation. In addition, as with any litigated case, Plaintiffs would face an uncertain outcome if this Litigation went to trial. On the one hand, a trial could result in a verdict greater than the Settlement. However, Defendant has asserted many defenses, and a trial could result in a judgment in favor of Defendant on liability or a verdict lower than the Settlement Amount that Plaintiffs have obtained, or even no recovery at all for Plaintiffs and the Class Members. Based on these factors and others, Plaintiffs and Class Counsel believe the Settlement is best for all Class Members.

The Settlement Class consists of the following individuals and entities, subject to the exceptions listed in FAQ 6:

All non-excluded persons or entities who received, or during the pendency of this action will receive, Untimely Payments from Defendant for O&G Proceeds from Oklahoma Wells and whose payments did not also include statutory interest prescribed by the Act.

The persons or entities excluded from the Class are: (1) agencies, departments, or instrumentalities of the United States of America and the State of Oklahoma, including but not limited to the U.S. Department of the Interior (the United States, Indian tribes as defined at 30 U.S.C. §1702(4), and Indian allottees as defined at 30 U.S.C. §1702(2)); (2) Commissioners of the Land Office of the State of Oklahoma (“CLO”); (3) publicly traded oil and gas companies and their affiliates; (4) persons or entities (and their affiliates) who are the Oklahoma Corporation Commission (“OCC”) designated operator of more than fifty (50) wells in the month when this Class definition was originally filed; (5) persons or entities that Plaintiffs’ counsel may be prohibited from representing under Rule 1.7 of the Oklahoma Rules of Professional Conduct, including, but not limited to, Charles David Nutley, Danny George, Dan McClure, Kelly McClure Callant, and their relatives; (6) officers of the court; and (7) Owners in regard to whom Defendant is required by the Act to pay O&G Proceeds annually for the 12 months accumulation of O&G Proceeds totaling less than $100.00, provided, however this exclusion of so-called “minimum pay” Owners does not apply to interest claims for other 12 month periods accumulation of O&G Proceeds when the same Owner was entitled to $100 or more and thus not in a “minimum pay” status.

Also, you are not a Class Member if you exclude yourself from the Settlement Class by submitting a valid and timely request for exclusion in accordance with the requirements set forth in the Notice and in the Settlement Agreement. The procedure for requesting exclusion from the Settlement Class is described below in FAQ 13.

If you are still not sure whether you are included, you can ask for help, which will be provided to you at no cost. You can call the Settlement Administrator at 1-877-654-1981, or write to the following address:

Allen v. Apache Corporation
c/o JND Legal Administration
PO Box 91231
Seattle, WA 98111

In consideration of the Settlement, Defendant has agreed to pay $15,000,000.00 in cash. See the Settlement Agreement for full details.

The Settlement, if approved, will result in the dismissal of the Complaint against Defendant and the release by all Class Members of all the Released Claims the Releasing Parties have or may have against the Released Parties, as defined in FAQ 2. The Net Settlement Fund will be distributed to the Class Members who are not excluded from the Settlement Class in accordance with the provisions of the Allocation Methodology and Final Plan of Allocation, which is explained below in FAQ 9.

The Net Settlement Fund shall be allocated to Class Members on the following basis:

Plaintiffs’ Counsel shall, subject to Court approval, allocate the Net Settlement Fund to individual Participating Class Members proportionately based on the amount of statutory interest allegedly owed on the original underlying payment that allegedly occurred outside the time periods required by the PRSA, with due regard for the production date, the date the underlying payment was made, the amount of the underlying payment, the time periods set forth in the PRSA, any additional statutory interest that Plaintiffs’ Counsel believes has since accrued, and the amount of interest or returns that have accrued on the Participating Class Member’s proportionate share of the Net Settlement Fund during the time such share was held in the Settlement Account. This allocation is subject to modification by Plaintiffs’ Counsel and final approval by the Court.

If you have questions about the tax consequences of participating in the Settlement, you should consult with your own tax advisor.

If you do not exclude yourself pursuant to the procedure set forth in FAQ 13, YOU DO NOT NEED TO TAKE ANY ACTION WHATSOEVER to receive your portion of the Net Settlement Fund (if any).

Payment to Class Members is contingent on several factors, including the Court’s approval of the Settlement and that approval becoming final and no longer subject to any appeal to any court, as set forth more specifically in paragraph 1.12 of the Settlement Agreement.

The Net Settlement Fund will be distributed by the Settlement Administrator as soon as reasonably possible after final approval has been obtained for the Settlement and any appeals are exhausted. The Settlement Agreement specifies deadlines for distributing the Net Settlement Fund. Any appeal of final approval could take well in excess of one (1) year. It is not anticipated that any meaningful interest will accrue on the Net Settlement Fund. The Settlement may be terminated on several grounds, including if the Court does not approve or modifies material terms of the Settlement. If the Settlement is terminated, the Litigation will proceed as if the Settlement had not been reached.

You may receive information about the progress of the Settlement by visiting the Home page, or by calling 1-877-654-1981 or writing to: Allen v. Apache Corporation, c/o JND Legal Administration, PO Box 91231, Seattle, WA 98111.

Unless you exclude yourself from the Settlement Class, if the Settlement is approved, you will be a Participating Class Member. As a Participating Class Member, you will receive any portion of the Net Settlement Fund allocated to you and will be bound by all orders and judgments entered by the Court regarding the Settlement. If the Settlement is approved, you will not be able to sue, continue to sue, or be part of any other lawsuit against any of the Released Parties concerning any of the Released Claims.

To get out of the Settlement, you must exclude yourself from the Settlement Class. To exclude yourself from the Settlement Class, you must send by mail, to the Settlement Administrator a written statement that you want to be excluded from the Settlement Class in Allen v. Apache Corporation. In addition to the other information specified in the rest of this answer, your statement must include your name, address, telephone number, and signature, and must be received by the Settlement Administrator by no later than November 2, 2022 at 5 p.m. CT. Your written statement must be sent to:

Settlement Administrator
Allen v. Apache Corporation
c/o JND Legal Administration
PO Box 91231
Seattle, WA 98111

To be effective, your written request for exclusion must be MAILED and RECEIVED at the above address no later than November 2, 2022 at 5 p.m. CT. You cannot exclude yourself on the website, by telephone, facsimile or by e-mail. The letter must be signed by you and must identify your interest in any wells for which you have received payments from Defendant or anyone making payments on Defendant’s behalf, including the name, well number, county in which the well is located, and the owner identification number. Any such letter also should state generally:

Dear Judge, I want to exclude myself from the Settlement Class in Allen v. Apache Corp., Case No. 22-cv-00063-JAR, United States District Court for the Eastern District of Oklahoma. I understand it will be my responsibility to pursue any claims I may have, if I so desire, on my own and at my expense.

If you do not follow these procedures—including meeting the date for exclusion set out above—you will not be excluded from the Settlement Class, and you will be bound by the Settlement Agreement and all of the orders and judgments entered by the Court regarding the Settlement, including the release of claims. You must exclude yourself even if you already have a pending case against any of the Released Parties based upon any Released Claims.

If you validly request exclusion as described above, you cannot object to the Settlement, and you will not have released any claim against the Released Parties. You will not be legally bound by anything that happens in the Litigation. You will also not participate in any distribution of the Net Settlement Fund. Do not request exclusion if you wish to participate in the Settlement.

No. Unless you exclude yourself from the Settlement Class in connection with the Litigation, you (and any other Releasing Parties) give up any right to sue any or all of the Released Parties for any Released Claims. If you have a pending lawsuit or arbitration against Defendant or any of its officers and/or directors or any other Released Parties, speak to the lawyer representing you in that case immediately. You must exclude yourself from the Settlement Class to continue your own lawsuit or arbitration against any of the Released Parties.

No. If you exclude yourself from the Settlement Class, you may be able to sue, continue to sue, or be part of a different lawsuit or arbitration against the Released Parties, but you will not receive any money from the Settlement discussed in the Notice.

The law firms of (a) Nix Patterson, LLP, (b) Ryan Whaley Coldiron Jantzen Peters & Webber PLLC, (c) Whitten Burrage, and (d) Lawrence R. Murphy, Jr. represent Plaintiffs and all other Class Members in this Litigation. These lawyers are called Class Counsel. You will not be charged directly by these lawyers. If the Court authorizes it, these lawyers will be paid in accordance with FAQ 17. If you want to be represented by your own lawyer, you may hire one at your own expense.

Class Counsel intends to seek an award of attorneys’ fees not to exceed 40% of the Gross Settlement Fund. Class Counsel has been litigating this case for nearly three (3) years without any payment whatsoever. At the Final Fairness Hearing, Class Counsel will also seek reimbursement from the Gross Settlement Fund of the Litigation Expenses incurred in connection with the prosecution of this Litigation, and will also seek Administration, Notice, and Distribution Costs, which will be incurred through final distribution of the Settlement. Plaintiffs intend to seek a Case Contribution Award relating to their representation of the Settlement Class, taking into account Plaintiffs’ time, effort, risk and burden.

If you are a Class Member and you do not exclude yourself, you can object to the Settlement if you do not like any part of it. You can give reasons why you think the Court should not approve the Settlement, Allocation Methodology, Initial Plan of Allocation, request for Plaintiffs’ Attorneys’ Fees or reimbursement of Litigation Expenses, or Case Contribution Award to Plaintiffs. To object, you must file a written statement with the Court saying that you object to the proposed Settlement. You must include in your written statement:

1. A heading referring to Allen v. Apache Corp., Case No. 22-cv-00063-JAR, and to the United States District Court for the Eastern District of Oklahoma;
2. A statement as to whether you intend to appear at the Final Fairness Hearing, either in person or through counsel, and, if through counsel, identifying counsel by name, address, e-mail address, and telephone number;
3. A reasonably detailed statement of each objection;
4. Your name, current address, and current telephone number;
5. Your signature;
6. Identification of your interest in wells for which you have received payments made by or on behalf of Defendant (by well name, payee well number, and county in which the well is located) during the Claim Period; and
7. If you are objecting to any portion of the Plaintiffs’ Attorneys’ Fees or Litigation Expenses sought by Class Counsel on the basis that the amounts requested are unreasonably high, you must specifically state the portion of Plaintiffs’ Attorneys’ Fees and/or Litigation Expenses you believe is fair and reasonable and the portion that is not.

If you intend to appear and request permission to speak at the Final Fairness Hearing in person or through counsel, then you must also provide:

1. A list of any witnesses the objector wishes to call at the Final Fairness Hearing, together with a brief summary of each witness’s expected testimony (to the extent the objector desires to offer expert testimony and/or an expert report, any such evidence must fully comply with the Federal Rules of Civil Procedure, Federal Rules of Evidence, and the Local Rules of the Court);
2. A list of and copies of any exhibits the objector may seek to use at the Final Fairness Hearing; and
3. A list of any legal authority the objector may present at the Final Fairness Hearing.

Your written objection must be filed with the Court no later than November 2, 2022:

By the above date, your written objection must be ON FILE with the Court:

Clerk of the Court
United States District Court for the Eastern District of Oklahoma
101 North 5th Street
Muskogee, OK 74401

UNLESS OTHERWISE ORDERED BY THE COURT, ANY MEMBER OF THE SETTLEMENT CLASS WHO DOES NOT OBJECT IN THE MANNER DESCRIBED HEREIN WILL BE DEEMED TO HAVE WAIVED ANY OBJECTION AND SHALL BE FOREVER FORECLOSED FROM MAKING ANY OBJECTION TO THE PROPOSED SETTLEMENT AND THE APPLICATION FOR ATTORNEYS’ FEES AND LITIGATION EXPENSES AND CASE CONTRIBUTION AWARD AND WILL NOT BE ALLOWED TO PRESENT ANY OBJECTIONS AT THE FINAL FAIRNESS HEARING.

Objecting is simply telling the Court that you do not like something about the Settlement. You can object only if you are a Participating Class Member. Excluding yourself is telling the Court that you do not want to be part of the Settlement Class. If you exclude yourself from the Settlement Class, you have no basis to object, because the Settlement no longer affects you. If you do not exclude yourself from the Settlement Class, you will remain a member of the Settlement Class and will be bound by the terms of the Settlement Agreement (including the release contained therein) and all orders and judgments entered by the Court regarding the Settlement regardless of whether the Court accepts or denies your objection.

The Court will hold a Final Fairness Hearing on November 16, 2022, at 10:30 a.m. CT, at the United States District Court for the Eastern District of Oklahoma, 101 North 5th Street, Muskogee, OK 74401. Please note that the date of the Final Fairness Hearing is subject to change without further notice. If you plan to attend the hearing, you should check with the Court and the Home page to be sure no change to the date and time of the hearing has been made. At this hearing, the Court will consider whether the Settlement is fair, reasonable, and adequate. If there are objections, the Court will consider them at that time. After the Final Fairness Hearing, the Court will decide whether to approve the Settlement, the Allocation Methodology, and the Initial Plan of Allocation. The Court will also rule on the request for attorneys’ fees and litigation expenses by Class Counsel and the request for Case Contribution Award for Plaintiffs relating to their representation of the Settlement Class. We do not know how long it will take the Court to make these decisions.

No. Class Counsel will answer any questions the Court might have for the Settlement Class. But you are welcome to come at your own expense. If you timely and properly file and serve an objection (see FAQ 18), you do not have to come to Court to talk about it. As long as you properly file and serve your written objection on time, it will be before the Court when the Court considers whether to approve the Settlement as fair, reasonable, and adequate. You also may pay your own lawyer to attend the Final Fairness Hearing, but attendance is not necessary. However, if you fail to timely and properly file and serve an objection, you will not be entitled to be heard at the Final Fairness Hearing regarding any objections.

If you are a Class Member who has not requested to be excluded from the Settlement Class, you may ask the Court for permission to speak at the Final Fairness Hearing. To do so, in addition to all of the requirements for objections set forth in FAQ 18, you must state in your objection that you intend to appear at the Final Fairness Hearing and that you request permission to speak at the Final Fairness Hearing, and you must provide the following additional information in your objection:

1. A list of any witnesses you wish to call at the Final Fairness Hearing, together with a brief summary of each witness’s expected testimony (to the extent you desire to offer expert testimony and/or an expert report, any such evidence must fully comply with the Federal Rules of Civil Procedure, Federal Rules of Evidence, and the Local Rules of the Court);
2. A list of and copies of any exhibits you may seek to use at the Final Fairness Hearing; and
3. A list of any legal authority you may present at the Final Fairness Hearing.

If you wish to speak at the Final Fairness Hearing the above information must be included in your objection and filed with the Court no later than November 2, 2022 at 5 p.m. CT. You cannot speak at the Final Fairness Hearing if you exclude yourself from the Settlement Class.

If you do nothing and you are a Class Member, you will receive payment in connection with the Settlement, as explained in FAQ 9, if you are entitled to a distribution pursuant to the Allocation Methodology and Final Plan of Allocation, and you will be bound by the Settlement. Unless you exclude yourself from the Settlement Class, neither you nor any other Releasing Party will be able to start a lawsuit or arbitration, continue a lawsuit or arbitration, or be part of any other lawsuit or arbitration against any of the Released Parties based on any Released Claims.

The Notice summarizes the Settlement. The complete terms of the Settlement are set out in the Settlement Agreement and the documents referenced therein and attached thereto. You may obtain a copy of the Settlement Agreement, as well as other documents, from the Important Documents page or you may request copies by writing to Allen-Apache Corp. Settlement, c/o JND Legal Administration, Settlement Administrator, PO Box 91231, Seattle, WA 98111. If you elect to obtain copies from a source other than the free website, there may be a charge to you for copying and mailing such documents. The Settlement Agreement also is filed in Allen v. Apache Corporation, Case No. 22-cv-00063-JAR, with the Clerk of the United States District Court for the Eastern District of Oklahoma, 101 North 5th Street, Muskogee, OK 74401, and may be obtained from the Clerk’s office directly. Further information regarding the Litigation and the Notice may be obtained by contacting Class Counsel at the address provided in FAQ 18.