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 1.01 | Entry into a Material Definitive Agreement. |
Underwriting Agreement
On December 11, 2023, Kinetik Holdings Inc., a Delaware corporation (the “Company”) and Apache Midstream LLC (the “Selling Stockholder”) entered into an underwriting agreement (the “Underwriting Agreement”) with J.P. Morgan Securities LLC, as representative of the several underwriters named therein (collectively, the “Underwriters”), pursuant to which the Selling Stockholder agreed to sell to the Underwriters, and the Underwriters agreed to purchase from the Selling Stockholder, subject to and upon the terms and conditions set forth therein, 7,475,000 shares of Class A common stock, par value $0.0001 per share (the “Common Stock”) of the Company (the “Offering”), which includes the Underwriters’ option to purchase up to an additional 975,000 shares of Common Stock, which was exercised in full on December 12, 2023. The Offering closed on December 14, 2023. The Company will not receive any proceeds from the sale of shares of Common Stock in the Offering. The Underwriting Agreement contains customary representations, warranties and agreements of the Company and the Selling Stockholder and other customary obligations of the parties and termination provisions.
A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K and is incorporated by reference herein. The foregoing description of the Underwriting Agreement does not purport to be complete and is qualified in its entirety by reference to such Exhibit.
| Item 8.01 | Other Events. |
On December 11, 2023, the Company issued press releases announcing the launching and pricing of the Offering. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 1.1 | Underwriting Agreement, dated as of December 11, 2023 by and among Kinetik Holdings Inc., Apache Midstream LLC and J.P. Morgan Securities LLC, as representative of the several underwriters named therein. | |
| 99.1 | Press Release Regarding Launch of Offering of Common Stock of Kinetik Holdings Inc. dated December 11, 2023. | |
| 99.2 | Press Release Regarding Pricing of Offering of Common Stock of Kinetik Holdings Inc. dated December 11, 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
2
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.
| KINETIK HOLDINGS INC. | ||
| By: | /s/ Todd Carpenter | |
| Todd Carpenter | ||
| General Counsel, Assistant Secretary and Chief Compliance Officer | ||
Dated: December 14, 2023