0001140361-24-032505.txt : 20240705 0001140361-24-032505.hdr.sgml : 20240705 20240705160509 ACCESSION NUMBER: 0001140361-24-032505 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20240705 DATE AS OF CHANGE: 20240705 GROUP MEMBERS: DURANGO INVESTMENT HOLDINGS LLC GROUP MEMBERS: DURANGO MIDSTREAM LLC GROUP MEMBERS: MS CAPITAL PARTNERS ADVISER INC. GROUP MEMBERS: MS ENERGY PARTNERS GP LP SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Kinetik Holdings Inc. CENTRAL INDEX KEY: 0001692787 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] ORGANIZATION NAME: 01 Energy & Transportation IRS NUMBER: 814675947 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89942 FILM NUMBER: 241102652 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 FORMER COMPANY: FORMER CONFORMED NAME: Altus Midstream Co DATE OF NAME CHANGE: 20181113 FORMER COMPANY: FORMER CONFORMED NAME: Kayne Anderson Acquisition Corp DATE OF NAME CHANGE: 20161220 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORGAN STANLEY CENTRAL INDEX KEY: 0000895421 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] ORGANIZATION NAME: 02 Finance IRS NUMBER: 363145972 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 212-761-4000 MAIL ADDRESS: STREET 1: 1585 BROADWAY CITY: NEW YORK STATE: NY ZIP: 10036 FORMER COMPANY: FORMER CONFORMED NAME: MORGAN STANLEY DEAN WITTER & CO DATE OF NAME CHANGE: 19980326 FORMER COMPANY: FORMER CONFORMED NAME: DEAN WITTER DISCOVER & CO DATE OF NAME CHANGE: 19960315 SC 13G 1 ef20032131_sc13g.htm SC 13G
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549


SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

KINETIK HOLDINGS INC.
(Name of Issuer)

Class A Common Stock, $0.0001 par value per share
(Title of Class of Securities)

02215L209
(CUSIP Number)

June 24, 2024
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following pages
Page 1 of 12 Pages
Exhibit Index: Page 10

CUSIP No. 02215L209
SCHEDULE 13G
Page 2 of 12 Pages
1
NAMES OF REPORTING PERSONS
 
 
Morgan Stanley
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
3,955,871 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
4,093,752 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
4,093,752 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.4% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
HC, CO
 
 
 
 

(1) Includes shares of the Issuer’s Class C Common Stock (the “Class C Common Stock”) and an equal number of paired common units representing limited partner interests (the “Common Units” and, together with the Class C Common Stock, “Paired Interests”) of Kinetik Holdings, LP, a subsidiary of the Issuer, held directly by Durango Midstream LLC.  The Paired Interests may be redeemed by the holder for shares of the Issuer’s Class A Common Stock (as defined herein) on a one-for-one basis.
(2) This percentage is based on the sum of (i) 59,715,285 shares of Class A Common Stock outstanding as of April 26, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2024, and (ii) 3,840,246 shares of Class A Common Stock that Durango Midstream LLC has the right to acquire within 60 days upon redemption of Paired Interests held directly by Durango Midstream LLC, which shares have been added to the total shares of Class A Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.

CUSIP No. 02215L209
SCHEDULE 13G
Page 3 of 12 Pages
1
NAMES OF REPORTING PERSONS
 
 
MS Capital Partners Adviser Inc.
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
3,840,246 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
3,840,246 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,840,246 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.0% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
CO
 
 
 
 

(1) Represents Paired Interests held directly by Durango Midstream LLC.  The Paired Interests may be redeemed by the holder for shares of the Issuer’s Class A Common Stock on a one-for-one basis.
(2) This percentage is based on the sum of (i) 59,715,285 shares of Class A Common Stock outstanding as of April 26, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2024, and (ii) 3,840,246 shares of Class A Common Stock that Durango Midstream LLC has the right to acquire within 60 days upon redemption of Paired Interests held directly by Durango Midstream LLC, which shares have been added to the total shares of Class A Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.

CUSIP No. 02215L209
SCHEDULE 13G
Page 4 of 12 Pages
1
NAMES OF REPORTING PERSONS
 
 
MS Energy Partners GP LP
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Cayman Islands
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
3,840,246 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
3,840,246 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,840,246 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.0% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
PN
 
 
 
 

(1) Represents Paired Interests held directly by Durango Midstream LLC.  The Paired Interests may be redeemed by the holder for shares of the Issuer’s Class A Common Stock on a one-for-one basis.
(2) This percentage is based on the sum of (i) 59,715,285 shares of Class A Common Stock outstanding as of April 26, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2024, and (ii) 3,840,246 shares of Class A Common Stock that Durango Midstream LLC has the right to acquire within 60 days upon redemption of Paired Interests held directly by Durango Midstream LLC, which shares have been added to the total shares of Class A Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.

CUSIP No. 02215L209
SCHEDULE 13G
Page 5 of 12 Pages
1
NAMES OF REPORTING PERSONS
 
 
Durango Investment Holdings LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Delaware
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
3,840,246 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
3,840,246 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,840,246 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.0% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
HC
 
 
 
 

(1) Represents Paired Interests held directly by Durango Midstream LLC.  The Paired Interests may be redeemed by the holder for shares of the Issuer’s Class A Common Stock on a one-for-one basis.
(2) This percentage is based on the sum of (i) 59,715,285 shares of Class A Common Stock outstanding as of April 26, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2024, and (ii) 3,840,246 shares of Class A Common Stock that Durango Midstream LLC has the right to acquire within 60 days upon redemption of Paired Interests held directly by Durango Midstream LLC, which shares have been added to the total shares of Class A Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.

CUSIP No. 02215L209
SCHEDULE 13G
Page 6 of 12 Pages
1
NAMES OF REPORTING PERSONS
 
 
Durango Midstream LLC
 
 
 
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
    
(a)☐
    
(b)☐
 
 
3
SEC USE ONLY
 
 
 
 
 
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
 
Colorado
 
 
 
 
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
5
SOLE VOTING POWER
 
 
0
 
 
 
 
6
SHARED VOTING POWER
 
 
3,840,246 (1)
 
 
 
 
7
SOLE DISPOSITIVE POWER
 
 
0
 
 
 
 
8
SHARED DISPOSITIVE POWER
 
 
3,840,246 (1)
 
 
 
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
 
3,840,246 (1)
 
 
 
 
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
 
☐
 
 
 
 
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
 
6.0% (2)
 
 
 
 
12
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
 
OO
 
 
 
 

(1) Represents Paired Interests held directly by Durango Midstream LLC.  The Paired Interests may be redeemed by the holder for shares of the Issuer’s Class A Common Stock on a one-for-one basis.
(2) This percentage is based on the sum of (i) 59,715,285 shares of Class A Common Stock outstanding as of April 26, 2024, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on May 9, 2024, and (ii) 3,840,246 shares of Class A Common Stock that Durango Midstream LLC has the right to acquire within 60 days upon redemption of Paired Interests held directly by Durango Midstream LLC, which shares have been added to the total shares of Class A Common Stock outstanding in accordance with Rule 13d-3(d)(1)(i) under the Act.

CUSIP No. 02215L209
SCHEDULE 13G
Page 7 of 12 Pages
Item 1(a).
Name of Issuer:

Kinetik Holdings Inc. (the “Issuer”)

Item 1(b).
Address of Issuer’s Principal Executive Offices:

2700 Post Oak Blvd, Suite 300, Houston, TX 77056

Item 2(a).
Name of Person Filing:

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”):

 
i)
Morgan Stanley;
 
ii)
MS Capital Partners Adviser Inc. (“MS Capital”);
 
iii)
MS Energy Partners GP LP (“MS Energy”);
 
iv)
Durango Investment Holdings LLC (“Durango Holdings”); and
 
v)
Durango Midstream LLC (“Durango Midstream”).

This Statement relates to shares of Class A Common Stock (as defined herein) that Durango Midstream has the right to acquire within
60 days upon redemption of 3,840,246 Paired Interests on a one-for-one basis.

The Paired Interests reported herein are held directly by Durango Midstream, a wholly-owned subsidiary of Durango Holdings. Durango
Holdings is ultimately owned by various investment vehicles that are managed by MS Capital and for which MS Energy serves as general partner. Morgan
Stanley is the ultimate parent of MS Capital.

Item 2(b).
Address of Principal Business Office or, if None, Residence:

The address of the principal business office of each of Morgan Stanley, MS Capital, and MS Energy is 1585 Broadway, New York, NY 10036.

The address of the principal business office of Durango Holdings and Durango Midstream is 10077 Grogan’s Mill Road, Suite 300, The Woodlands, TX 77380.

Item 2(c).
Citizenship:

 
i)
Morgan Stanley is a Delaware corporation;
 
ii)
MS Capital is a Delaware corporation;
 
iii)
MS Energy is a Cayman Islands limited partnership;
 
iv)
Durango Holdings is a Delaware limited liability company; and
 
v)
Durango Midstream is a Colorado limited liability company.

Item 2(d).
Title of Class of Securities:

Class A common stock, $0.0001 par value per share (the “Class A Common Stock”)

Item 2(e).
CUSIP Number:

02215L209

Item 3.
If This Statement is Filed Pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c),Check Whether the Person Filing is a:

This Item 3 is not applicable.

CUSIP No. 02215L209
SCHEDULE 13G
Page 8 of 12 Pages
Item 4.
Ownership:

Item 4(a)
Amount Beneficially Owned:

See the responses to Item 9 on the attached cover pages.

Item 4(b)
Percent of Class:

See the responses to Item 11 on the attached cover pages.

Item 4(c)
Number of Shares as to which such person has:

(i) Sole power to vote or direct the vote:
See the responses to Item 5 on the attached cover pages
(ii) Shared power to vote or direct the vote:
See the responses to Item 6 on the attached cover pages
(iii) Sole power to dispose or direct the disposition of:
See the responses to Item 7 on the attached cover pages
(iv) Shared power to dispose or direct the disposition of:
See the responses to Item 8 on the attached cover pages

Item 5.
Ownership of Five Percent or Less of a Class:

This Item 5 is not applicable.

Item 6.
Ownership of More than Five Percent on Behalf of Another Person:

This Item 6 is not applicable.

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person:

See Exhibit 99.2.

Item 8.
Identification and Classification of Members of the Group:

This Item 8 is not applicable.

Item 9.
Notice of Dissolution of Group:

This Item 9 is not applicable.

Item 10.
Certification:

By signing below the undersigned certify that, to the best of their knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having such purpose or effect.

CUSIP No. 02215L209
SCHEDULE 13G
Page 9 of 12 Pages
SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete, and correct.

 
Morgan Stanley
     
 
By:
/s/ Mustufa Salehbhai
 
Name:
Mustufa Salehbhai
 
Title:
Authorized Signatory

 
MS Capital Partners Adviser Inc.
     
 
By:
/s/ David Cook
 
Name:
David Cook
 
Title:
Vice President

 
MS Energy Partners GP LP
By: MS Energy Partners GP Inc., its general partner
     
 
By:
/s/ David Cook
 
Name:
 David Cook
 
Title:
 Vice President

 
Durango Investment Holdings LLC
     
 
By:
/s/ David Cook
 
Name:
 David Cook
 
Title:
 Vice President
     
 
Durango Midstream LLC
     
 
By:
/s/ David Cook
 
Name:
 David Cook
 
Title:
 Vice President
July 5, 2024
    

CUSIP No. 02215L209
SCHEDULE 13G
Page 10 of 12 Pages
EXHIBIT INDEX

Ex.
  
Page No.



99.1 Joint Filing Agreement 11
     
99.2 Item 7 Information 12


EX-99.1 2 ef20032131_ex99-1.htm EXHIBIT 99.1
EXHIBIT 99.1

CUSIP No. 02215L209
SCHEDULE 13G
Page 11 of 12 Pages

JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13G with respect to the Class A Common Stock of Kinetik Holdings, Inc., dated as of July 5, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended.

 
Morgan Stanley
     
 
By:
/s/ Mustufa Salehbhai
 
Name:
Mustufa Salehbhai
 
Title:
Authorized Signatory

 
MS Capital Partners Adviser Inc.
     
 
By:
/s/ David Cook
 
Name:
David Cook
 
Title:
Vice President

 
MS Energy Partners GP LP
By: MS Energy Partners GP Inc., its general partner
     
 
By:
/s/ David Cook
 
Name:
David Cook
 
Title:
Vice President

 
Durango Investment Holdings LLC
     
 
By:
/s/ David Cook
 
Name:
 David Cook
 
Title:
 Vice President
     
 
Durango Midstream LLC
     
 
By:
/s/ David Cook
 
Name:
 David Cook
 
Title:
 Vice President
July 5, 2024
    


EX-99.2 3 ef20032131_ex99-2.htm EXHIBIT 99.2
EXHIBIT 99.2

CUSIP No. 02215L209
SCHEDULE 13G
Page 12 of 12 Pages


ITEM 7 INFORMATION

The securities being reported on by Morgan Stanley as a parent holding company are owned, or may be deemed to be beneficially owned, by MS Capital Partners Adviser Inc., an indirectly wholly-owned subsidiary of Morgan Stanley, as well as MS Energy Partners GP LP, Durango Investment Holdings LLC, and Durango Midstream LLC.