UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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| Item 8.01. | Other Events. |
On April 12, 2021, the Staff of the Securities and Exchange Commission (the “SEC”) issued a Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”) (the “SEC Staff Statement”). The SEC Staff Statement addresses certain accounting and reporting considerations related to warrants of a kind similar to Altus Midstream Company’s (the “Company”) public and private warrants outstanding at the time of the November 9, 2018 closing of the transactions contemplated by the Contribution Agreement, dated as of August 8, 2018, among the Company, Altus Midstream LP, and certain wholly-owned subsidiaries of Apache Corporation (the “Business Combination”). The SEC determined that certain features of warrants issued in SPAC transactions common across many entities, such as those outstanding for the Company, should be recorded as a derivative liability under ASC 815 “Derivatives and Hedges” with any changes in fair value being recorded as a gain or loss in the Company’s Statement of Consolidated Operations. The Company has historically accounted for its warrants as equity, with no change in fair value being recorded in the applicable period. The Company has concluded that the previous accounting policy to account for its warrants as equity rather than as a liability was an immaterial error.
The Company is filing this Current Report on Form 8-K in order to correct the Company’s consolidated financial statements and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” as included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020 (the “2020 10-K”) for the immaterial errors noted in the previous paragraph. Except as set forth in Exhibit 99.1 hereto, the 2020 10-K as filed with the SEC on February 26, 2021 remains unchanged.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 23.1 | Consent of Ernst & Young LLP. | |
| 99.1 | Consolidated Financial Statements of Altus Midstream Company and Management’s Discussion and Analysis of Financial Condition and Results of Operations for the periods previously filed in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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: December 14, 2021 | /s/ Ben C. Rodgers | |||||
| Ben C. Rodgers | ||||||
| Chief Financial Officer and Treasurer | ||||||