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 December 4, 2023, Kinetik Holdings Inc. (the “Company”) issued a news release announcing that, subject to market conditions, the Company’s subsidiary, Kinetik Holdings LP (“Kinetik LP”), intends to commence a private offering (the “Notes Offering”) of $500 million aggregate principal amount of Sustainability-Linked Senior Notes due 2028 (the “Notes”). Kinetik LP intends to use the net proceeds from the Notes Offering, together with cash on hand and borrowings under its revolving credit facility, to repay a portion of the outstanding borrowings under its existing term loan credit facility (the “Term Loan Credit Facility”). A copy of the news release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
On December 4, 2023, in connection with the Notes Offering, the Company provided certain updated disclosures to potential investors, the relevant excerpts of which are set forth below.
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Kinetik LP has obtained approvals from the lenders party to its Term Loan Credit Facility with PNC Bank, National Association, as administrative agent, and the lenders party thereto to enter into a First Amendment (the “First Amendment”) to the Term Loan Credit Facility concurrently with the closing of this offering. The First Amendment will amend certain provisions of the Term Loan Credit Facility, including extending the maturity date thereunder to June 8, 2026, effective upon the prepayment of loans under the Term Loan Credit Facility in an aggregate principal amount of no less than $500,000,000. Kinetik LP intends to use the net proceeds from this offering, together with cash on hand and borrowings under the revolving credit facility, to repay a portion of the outstanding borrowings under the Term Loan Credit Facility. In addition, Kinetik LP expects the First Amendment to provide that, at such time as no more than $1,000,000,000 aggregate principal amount of loans under the Term Loan Credit Facility remain outstanding, the maturity date will be automatically further extended to December 8, 2026, subject to customary conditions. There is no guarantee that the First Amendment will be entered into on the anticipated terms, timeframe, or at all. The closing of the Notes Offering is not conditioned on the closing of the First Amendment and will be consummated regardless of whether the First Amendment becomes effective.
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As of November 30, 2023, cash and cash equivalents was approximately $2.7 million.
As of November 30, 2023, outstanding borrowings under the revolving credit facility were $604 million and undrawn availability under the revolving credit facility was $633 million.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release, dated December 4, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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SIGNATURE
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.
Date: December 4, 2023
| KINETIK HOLDINGS INC. | ||
| By: | /s/ Todd Carpenter | |
| Name: | Todd Carpenter | |
| Title: | General Counsel, Assistant Secretary and Chief Compliance Officer | |
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