8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 15, 2019

Altus Midstream Company

(Exact name of registrant as specified in its charter)

Delaware	001-38048	81-4675947
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Post Oak Central, 2000 Post Oak Boulevard, Suite 100

Houston, Texas 77056-4400

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (713) 296-6000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 15, 2019, Brian W. Freed notified the board of directors (the “Board”) of Altus Midstream Company, a Delaware corporation (the “Company”), of his intention to resign as both chief executive officer of the Company and a member of the Board effective as of January 15, 2019. Mr. Freed will continue in his role as senior vice president, Midstream and Marketing, of Apache Corporation, a Delaware corporation and the Company’s indirect controlling stockholder (“Apache”).

On January 16, 2019, the Board appointed Clay Bretches as both chief executive officer of the Company and a member of the Board effective as of January 16, 2019. Mr. Bretches will also serve as senior vice president, U.S. Midstream Operations, of Apache. No material plan, contract, or arrangement was entered into or materially amended by the Company in connection with Mr. Bretches’ appointment, and there was no grant or award made by the Company to Mr. Bretches or modification thereto under any such plan, contract, or arrangement in connection with his appointment. Mr. Bretches (i) has no family relationship with any director or other executive officer of the Company or any person nominated or chosen by the Company to become a director or executive officer; (ii) is not a party to any related person transaction with the Company; and (iii) has no arrangements or understandings with any other person pursuant to which he was elected as a director of the Company.

Mr. Bretches, 54, served as the president and chief executive officer and a member of the board of directors of Sendero Midstream Partners, LP from March 2014 to January 15, 2019. Prior to joining Sendero, Mr. Bretches held various executive management positions at Anadarko Petroleum Corporation from November 2000 to March 2014. Mr. Bretches served as vice president, E&P Services and Minerals from 2010 to 2014, providing centralized commercial, technical, and logistical support to all of Anadarko’s worldwide operations, and as vice president, Marketing and Minerals from 2005 to 2010, leading Anadarko’s worldwide marketing team for crude oil, natural gas, and natural gas liquids. Prior to joining Anadarko, Mr. Bretches led the crude oil marketing and midstream operations for Vastar Resources Inc. He started his career as an engineer for ARCO Oil and Gas Company, a subsidiary of Atlantic Richfield Company, working on various drilling, completion, and reservoir engineering projects in West Texas and the midcontinent. Mr. Bretches currently serves on the advisory council of the Electric Power Research Institute and previously served as the president of the board of the Juvenile Diabetes Research Foundation—Gulf Coast Chapter. Mr. Bretches’ extensive midstream experience and track record will assist him in his roles as both chief executive officer of the Company and a member of the Board.

A copy of the Company’s press release announcing Mr. Bretches’ appointment is attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release, dated January 16, 2019.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ALTUS MIDSTREAM COMPANY
Date: January 22, 2019	/s/ Ben C. Rodgers
	Name: Ben C. Rodgers
	Title:  Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

APACHE AND ALTUS MIDSTREAM ANNOUNCE NEW ALTUS MIDSTREAM CEO

HOUSTON, Jan. 16, 2019 – Apache Corporation (NYSE, Nasdaq: APA) and Altus Midstream Company (“Altus”) (Nasdaq: ALTM) today announced the appointment of Clay Bretches as CEO of Altus Midstream, effective immediately. Bretches will also serve as a member of the Altus board of directors and as Apache’s senior vice president, U.S. Midstream Operations. Brian Freed, CEO of Altus since its inception, will continue in his role as Apache’s senior vice president, Midstream and Marketing.

“We are very pleased to welcome Clay Bretches to the Altus and Apache teams. Clay’s wealth of experience across the industry and operational expertise has prepared him well to lead Altus through this critical period of rapid growth,” said John J. Christmann IV, CEO and president, Apache. “We also want to recognize Brian Freed for his outstanding leadership and commercial vision, which was critical to the creation of Altus – a one-of-a-kind Permian Basin C-corp with tremendous growth prospects and wellhead-to-water connectivity.”

Previously, Bretches served as the president and CEO of Sendero Midstream since 2014 and in various leadership roles at Anadarko for 14 years prior to that. At Anadarko, Bretches served as vice president, E&P Services and Minerals from 2010 to 2014, providing commercial, technical and logistical support to the company’s global operations. From 2005 to 2010, he held the position of vice president, Marketing and Minerals, leading Anadarko’s worldwide marketing team for crude oil, natural gas and natural gas liquids and was instrumental in the formation of Western Gas Partners, a midstream MLP. Earlier in his career, Bretches led the crude oil marketing and midstream operations for Vastar Resources and worked as an engineer for ARCO on various drilling, completion and reservoir engineering projects in West Texas and the midcontinent.

APACHE AND ALTUS MIDSTREAM ANNOUNCE NEW ALTUS MIDSTREAM CEO

— PAGE 2 of 3

“Clay’s extensive midstream experience and track record give me great confidence in his ability to lead Altus and execute the build-out plan, which will be critical to the company’s success,” said Kevin McCarthy, vice chairman, Kayne Anderson Capital Advisors, L.P. and director, Altus Midstream. “It’s my pleasure to welcome him to the company.”

Bretches received a Bachelor of Science in petroleum engineering from Texas A&M University and an MBA from The University of Texas at Austin. He was commissioned as an officer into the U.S. Army Corps of Engineers from Texas A&M University and served in various leadership positions in the U.S. Army Reserve. Bretches serves on the advisory council of the Electric Power Research Institute and is the past board of directors president of the Juvenile Diabetes Research Foundation – Gulf Coast Chapter.

About Altus Midstream

Altus Midstream Company is a pure-play, Permian Basin midstream C-corporation. Altus and/or its subsidiaries own substantially all of the gas gathering, processing and transportation assets servicing Apache Corporation’s production in the Alpine High play in the Delaware Basin; a 15 percent equity interest in the Gulf Coast Express Pipeline Project; and options for equity participation in four other gas, natural gas liquids and crude oil pipeline projects from the Permian Basin, three of which go to various points along the Texas Gulf Coast. Altus posts announcements, operational updates, investor information and press releases on its website, www.altusmidstream.com.

APACHE AND ALTUS MIDSTREAM ANNOUNCE NEW ALTUS MIDSTREAM CEO

— PAGE 3 of 3

About Apache

Apache Corporation is an oil and gas exploration and production company with operations in the United States, Egypt and the United Kingdom. Apache posts announcements, operational updates, investor information and press releases on its website, www.apachecorp.com, and on its Media and Investor Center mobile application, which is available for free download from the Apple App Store and the Google Play store.

Contacts for Apache and Altus Midstream

Media: (713) 296-7276 Phil West

Investors: (281) 302-2286 Gary Clark

Websites: www.altusmidstream.com, www.apachecorp.com

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