0000899243-22-005629.txt : 20220210 0000899243-22-005629.hdr.sgml : 20220210 20220210172527 ACCESSION NUMBER: 0000899243-22-005629 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220210 FILED AS OF DATE: 20220210 DATE AS OF CHANGE: 20220210 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Energy Management Associates II L.L.C. CENTRAL INDEX KEY: 0001700376 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38048 FILM NUMBER: 22615428 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125835000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BMA VII L.L.C. CENTRAL INDEX KEY: 0001700374 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38048 FILM NUMBER: 22615425 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125835000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone EMA II L.L.C. CENTRAL INDEX KEY: 0001700375 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38048 FILM NUMBER: 22615427 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125835000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP Raptor Manager LLC CENTRAL INDEX KEY: 0001891980 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38048 FILM NUMBER: 22615429 BUSINESS ADDRESS: STREET 1: 345 PARK AVENUE STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: (212) 583-5000 MAIL ADDRESS: STREET 1: 345 PARK AVENUE STREET 2: 43RD FLOOR CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Blackstone Management Associates VII L.L.C. CENTRAL INDEX KEY: 0001700377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38048 FILM NUMBER: 22615426 BUSINESS ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 BUSINESS PHONE: 2125835000 MAIL ADDRESS: STREET 1: C/O THE BLACKSTONE GROUP L.P. STREET 2: 345 PARK AVE. CITY: NEW YORK STATE: NY ZIP: 10154 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP Raptor Holdco, LP CENTRAL INDEX KEY: 0001891522 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38048 FILM NUMBER: 22615430 BUSINESS ADDRESS: STREET 1: 2700 POST OAK BLVD STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: (713) 621-7330 MAIL ADDRESS: STREET 1: 2700 POST OAK BLVD STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77056 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BCP Raptor Holdco GP, LLC CENTRAL INDEX KEY: 0001891735 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38048 FILM NUMBER: 22615424 BUSINESS ADDRESS: STREET 1: 2700 POST OAK BLVD STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: (713) 621-7330 MAIL ADDRESS: STREET 1: 2700 POST OAK BLVD STREET 2: SUITE 300 CITY: HOUSTON STATE: TX ZIP: 77056 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Altus Midstream Co CENTRAL INDEX KEY: 0001692787 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 814675947 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2000 POST OAK BOULEVARD STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 BUSINESS PHONE: 713-296-6000 MAIL ADDRESS: STREET 1: 2000 POST OAK BOULEVARD STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 FORMER COMPANY: FORMER CONFORMED NAME: Kayne Anderson Acquisition Corp DATE OF NAME CHANGE: 20161220 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2022-02-10 1 0001692787 Altus Midstream Co ALTM 0001891522 BCP Raptor Holdco, LP 2700 POST OAK BOULEVARD, SUITE 300 HOUSTON TX 77056 0 0 1 0 0001891980 BCP Raptor Manager LLC C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001700376 Blackstone Energy Management Associates II L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001700375 Blackstone EMA II L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001700377 Blackstone Management Associates VII L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001700374 BMA VII L.L.C. C/O BLACKSTONE INC. 345 PARK AVENUE NEW YORK NY 10154 0 0 1 0 0001891735 BCP Raptor Holdco GP, LLC 2700 POST OAK BOULEVARD, SUITE 300 HOUSTON TX 77056 0 0 1 0 Class A Common Stock 2022-02-10 4 J 0 0 D 0 I See footnotes On October 21, 2021, the Issuer entered into a contribution agreement (the "Contribution Agreement") by and among the Issuer, Altus Midstream LP, a Delaware limited partnership (the "Partnership"), BCP Raptor Holdco, LP, a Delaware limited partnership ("Raptor"), and New BCP Raptor Holdco, LLC, a Delaware limited liability company ("New Raptor"). Pursuant to the Contribution Agreement, Raptor and its subsidiaries and BCP Raptor Holdco GP, LLC, a Delaware limited liability company and the general partner of Raptor ("Raptor GP"), will become wholly owned subsidiaries of the Partnership in exchange for 50,000,000 newly issued units representing a limited partner interest in the Partnership and a corresponding number of newly issued shares of Class C common stock of the Issuer, on the terms and subject to the conditions of the Contribution Agreement. (continued from footnote 1) The foregoing description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof. In connection with the Contribution Agreement, Issuer, Raptor, New Raptor, Apache Midstream LLC, a Delaware limited liability company ("Apache Midstream"), and solely for purposes of Section 6.1, APA Corporation, a Delaware corporation, entered into a voting and support agreement (the "Voting Agreement"), pursuant to which, among other things, Apache Midstream agreed, among other things and subject to certain limitations and exceptions, to vote all shares of common stock of the Issuer (the "Common Stock") beneficially owned by Apache Midstream in favor of the adoption of the Contribution Agreement and any other matters necessary for consummation of the transactions contemplated thereby and granted to Raptor an irrevocable proxy to vote all such shares of Common Stock in accordance with the foregoing. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof. On February 10, 2022, the Issuer held a special meeting of its stockholders concerning the transactions contemplated by the Contribution Agreement. Immediately following the conclusion of the special stockholder meeting, the irrevocable proxies granted to Raptor and any person designated in writing by Raptor under the Voting Agreement were automatically revoked in accordance with the terms of the Voting Agreement. As a result of the foregoing and as of February 10, 2022, to the extent the terms of the Voting Agreement previously may have resulted in the Reporting Persons being deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to be the beneficial owner of shares of Class A Common Stock subject to the Voting Agreement, the Reporting Persons are no longer deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to beneficially own such shares of Class A Common Stock. The Reporting Persons are filing this statement solely because, as a result of the Voting Agreement, the Reporting Persons may have been deemed to share beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), of the shares of Common Stock that were subject to the Voting Agreement. Neither the filing of this statement nor any of its content shall be deemed to constitute an admission by any of the Reporting Persons that it was the beneficial owner of shares of Common Stock for purposes of Sections 13(d) or 16 of the Act or for any other purpose. The Reporting Persons did not have any pecuniary interest (as defined in Rule 16a-1(a)(2) under the Act) in any of the shares of Common Stock subject to the Voting Agreement and expressly disclaim beneficial ownership of such shares. This filing constitutes an exit filing for the Reporting Persons as the Reporting Persons are no longer subject to Section 16 of the Exchange Act as a result of the transactions reported herein. Due to the limitations of the electronic filing system certain Reporting Persons are filing a separate Form 4. BCP Raptor Holdco, LP, By: /s/ Todd Carpenter, Name: Todd Carpenter, Title: General Counsel, Secretary and Chief Compliance Officer 2022-02-10 BCP Raptor Holdco GP, LLC, By: /s/ Todd Carpenter, Name: Todd Carpenter, Title: General Counsel, Secretary and Chief Compliance Officer 2022-02-10 BCP Raptor Manager LLC, By: Blackstone Energy Management Associates II L.L.C., managing member, By: Blackstone EMA II L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory 2022-02-10 By: Blackstone Management Associates VII L.L.C., managing member, By: BMA VII L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory 2022-02-10 Blackstone Energy Management Associates II L.L.C., By: Blackstone EMA II L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory 2022-02-10 Blackstone EMA II L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory 2022-02-10 Blackstone Management Associates VII L.L.C., By: BMA VII L.L.C., its sole member, By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory 2022-02-10 BMA VII L.L.C., By: /s/ Tabea Hsi, Name: Tabea Hsi, Title: Authorized Signatory 2022-02-10