If you received a notice, it is because you may be a member of the Settlement Classes 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 in the answer to 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 Classes (see FAQ 12), explains your right to opt out of the Settlement Classes 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 Classes, 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 individual prosecuting this Litigation on behalf of the Class is called the “Plaintiff” and the company he is suing is called the “Defendant.” This case, also called the “Litigation,” is known as Bigie Lee Rhea v. Apache Corporation, Case No. 14-cv-00433-JH.

Plaintiff filed this class action on behalf of himself and other royalty owners with interests in Oklahoma wells operated by, or the production from which was sold by, Defendant. He sought to recover for the alleged underpayment of royalties by Defendant, contending that Defendant underpaid royalties due to its failure to obtain the best price available for the gas it sold. More specifically, Plaintiff argued that Defendant breached its implied duty to market the gas and obtain the best price available by: (1) marketing the gas under a “keep whole” contract which did not capture the value of the natural gas liquids (“NGLs”) included in the production, and (2) paying excessive fees to the midstream processor even after the keep whole contract was modified to capture the value of the NGLs. Plaintiff also asserted that Defendant failed to pay royalty on fuel gas used by the midstream processor in performing midstream services, contrary to explicit lease provisions included in most, but not all, of the affected leases. These contentions are the underlying basis for claims for breach of contract, tortious breach of contract, fraud (actual and constructive) and deceit, and for an accounting.

Defendant denies any and all liability related to Plaintiff’s allegations and further states that neither Plaintiff 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. 14 cv 00433-JH. Some of the relevant pleadings are additionally located on the Important Documents page. Should you have questions regarding the status, rulings or issues in the Litigation, such questions can be submitted as set forth in FAQ 25.

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 Classes, any and all claims related to underpaid and unpaid interest for oil or gas proceeds during the Claim Period will be released and discharged.

“Claim Period” means January 1, 2000, through February 4, 2022 (the date the Settlement Agreement was executed).

“Released Claims” means all claims and damages (statutory, contract, tort, equitable, punitive, interest, and other relief), known and unknown, related to underpaid and unpaid royalty for any hydrocarbons or other produced products, including the appropriateness of any deductions applied to royalty payments, including processing fees or fuel gas used off the lease premises and/or in the manufacture of products for the Class Wells during the Class Period. The definition of “Released Claims” further includes any claims for interest allegedly owed related to any and all claims made or that could have been made in the Lawsuit or that are in any way released by this Settlement. The definition of “Released Claims” further includes claims asserted in this action, or that could have been asserted in this action, for failure to pay royalties based on the “best price” or on “all constituents” for gas produced from the Class Wells and for claims related to processing fee costs and fuel gas used off the lease or in the manufacture of products, but does not release claims that have been asserted in: Allen et al. v. Apache; or Chieftain Royalty Co. v. Apache. The release shall extend to and include Apache and its affiliates, subsidiaries, predecessors, successors, officers, directors, employees, insurers, and attorneys.

“Released Parties” means Apache Corporation, and each of its current and prior affiliates, all of their respective successors-in-interest (the “Companies”), all parents, affiliates and subsidiaries of the Companies, and the employees, directors, officers, members and shareholders of Apache Corporation and the Companies.

“Releasing Parties” means Plaintiff and all Participating Class Members; their predecessors, successors, heirs, assignors, and assignees; and any past and present affiliates, directors, officers, employees, attorneys, agents, consultants, servants, stockholders, members, representatives, subsidiaries, insurers, and affiliates of such persons or entities.

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 chose to exclude themselves from the class. Here, United States District Judge Joe Heaton, is presiding over the Litigation.

The Court has not reached a final judgment as to whether Plaintiff has proved or can prove his 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, Plaintiff 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 Plaintiff has avoided any further delay in resolving the Litigation. In addition, as with any litigated case, Plaintiff 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 Plaintiff has obtained, or even no recovery at all for Plaintiff and the Class Members. Based on these factors and others, Plaintiff and Class Counsel believe the Settlement is best for all Class Members.

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

All non-excluded persons or entities with royalty interests in wells upstream of a processing plant with a Btu content of 1050 or higher and where Apache Corporation marketed gas from the well pursuant to the terms of the January 1, 1998 contracts between Transok, Inc. and Apache Corporation and/or the July 1, 2011 contract between Enogex Gathering & Processing LLC and Apache Corporation on or after January 1, 2000.

Fuel Gas Subclass: All non-excluded persons or entities included in the class who are also entitled to share in royalty proceeds payable under any lease that contains an express provision stating that royalty will be paid on gas used off lease premises (a Fuel Gas Clause) as indicated in the far right Column of Exhibit 6 to the Settlement Agreement.

The persons excluded from the Class and Fuel Gas Subclass are: (1) agencies, departments, or instruments of the United States of America and the State of Oklahoma; (2) publicly traded oil and gas exploration companies and their affiliates; (3) persons or entities that Plaintiff’s counsel is, or may be, prohibited from representing under Rule 1.7 of the Oklahoma Rules of Professional Conduct; and (4) officers of the Court involved in this action.

Also, you are not a Class Member if you excluded yourself from the Settlement Classes by submitting a valid and timely request for exclusion in accordance with the requirements set forth in the Notice and in the Settlement Agreement.

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 1-888-304-0165, or write to the following address:

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

In consideration of the Settlement, Defendant has agreed to pay $25,000,000.00 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 above in FAQ 2. The Net Settlement Fund will be distributed to the Class Members who are not excluded from the Settlement Classes 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 royalty paid to each Class Member, the date the royalty payment was made, well production data, any applicable statute of limitations, and any previously granted releases or precluded claims.  This allocation is subject to modification by Plaintiff’s 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 did not exclude yourself, 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 1.15 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 this Settlement Website, or by calling 1-888-304-0165 or writing to: Rhea v. Apache Corporation, c/o JND Legal Administration, PO Box 91231, Seattle, WA 98111.

Unless you excluded yourself from the Settlement Classes, 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.

The deadline to exclude yourself has passed. To get out of the Settlement, you had to exclude yourself from the Settlement Classes by sending a written statement to the Settlement Administrator that you wanted to be excluded from the Settlement Classes in Bigie Lee Rhea v. Apache Corp. Your statement had to be received by the Settlement Administrator by no later than May 31, 2022 at 5 p.m. CT.

If you did not follow the procedures for excluding yourself from the Settlement Classes, you will not be excluded from the Settlement Classes, 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 had to exclude yourself even if you already have a pending case against any of the Released Parties based upon any Released Claims.

If you validly requested exclusion, you could not have objected 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.

No. Unless you excluded yourself from the Settlement Classes 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 had to exclude yourself from the Settlement Classes to continue your own lawsuit or arbitration against any of the Released Parties.

No. If you excluded yourself from the Settlement Classes, 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 and (b) Whitten Burrage represent Plaintiff 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 below. 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 $10,000,000.00. Class Counsel has been litigating this case for nearly seven (7) 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 which will be incurred through final distribution of the Settlement, which amount will not exceed $1,850,000.00, and will also seek Administration, Notice, and Distribution Costs up to $300,000.00, which will be incurred through final distribution of the Settlement. Plaintiff intends to seek a Case Contribution Award relating to his representation of the Settlement Classes, taking into account Plaintiff’s time, effort, risk and burden.

The deadline to object to the Settlement has passed. If you are a Class Member and you did not exclude yourself, you could have filed a written statement with the Court saying that you object to the proposed Settlement. Your written objection had to be be filed with the Court no later than May 31, 2022.

UNLESS OTHERWISE ORDERED BY THE COURT, ANY MEMBER OF THE SETTLEMENT CLASSES WHO DID NOT OBJECT 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 Classes. If you exclude yourself from the Settlement Classes, you have no basis to object, because the Settlement no longer affects you. If you do not exclude yourself from the Settlement Classes, you will remain a member of the Settlement Classes 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 June 21, 2022, at 1:30 p.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 this website 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 Plaintiff relating to his representation of the Settlement Classes. 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 Classes. But you are welcome to come at your own expense. If you timely and properly filed an objection (see FAQ 18 above), you do not have to come to Court to talk about it. As long as you properly filed 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 failed to timely and properly file 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 Classes, you could have asked the Court for permission to speak at the Final Fairness Hearing. To do so, in addition to all of the requirements for objections, you had to 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 had to 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 wished to speak at the Final Fairness Hearing the above information had to be included in your objection and filed with the Court no later than May 31, 2022 at 5 p.m. CT. You cannot speak at the Final Fairness Hearing if you excluded yourself from the Settlement Classes.

If you do nothing and you are a Class Member, you will receive payment in connection with the Settlement as explained in response to 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 excluded yourself from the Settlement Classes, 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 settlement website for free from the Important Documents page or you may request copies by writing to Rhea-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 Bigie Lee Rhea v. Apache Corporation, Case No. 14-cv-00433-JH, 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.

You can call 1-888-304-0165 toll free or write to Rhea-Apache Corp. Settlement, c/o JND Legal Administration, Settlement Administrator, PO Box 91231, Seattle, WA 98111.

INQUIRIES

All inquiries concerning the notice or any other questions by Class Members should be directed to the Settlement Administrator as follows:

Rhea-Apache Corp. Settlement
c/o JND Legal Administration, Settlement Administrator
PO Box 91231
Seattle, WA 98111

Toll Free: 1-888-304-0165
Email: info@rheavapache.com

PLEASE DO NOT CONTACT THE COURT REGARDING THIS NOTICE.