Amendment: SEC Form SCHEDULE 13D/A filed by Kinetik Holdings Inc.
$KNTK
Natural Gas Distribution
Utilities
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
|
Kinetik Holdings Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
02215L209 (CUSIP Number) |
Gautam Bhandari ISQ Global Fund II GP, LLC, 600 Brickell Avenue, Penthouse Miami, FL, 33131-3067 (786) 693-5700 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/04/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on 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).
SCHEDULE 13D
|
| CUSIP No. | 02215L209 |
| 1 |
Name of reporting person
ISQ Global Fund II GP LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,169,892.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 22,569,492 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis.
(2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement.
(3) Percentage ownership calculated based on the sum of (i) 60,922,483 shares of Class A Common Stock outstanding as of April 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on May 8, 2025, (ii) 4,262,090 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 4,262,090 Common Units on June 4, 2025, and (iii) 22,569,492 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
SCHEDULE 13D
|
| CUSIP No. | 02215L209 |
| 1 |
Name of reporting person
I Squared Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,169,892.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 22,569,492 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis.
(2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement.
(3) Percentage ownership calculated based on the sum of (i) 60,922,483 shares of Class A Common Stock outstanding as of April 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on May 8, 2025, (ii) 4,262,090 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 4,262,090 Common Units on June 4, 2025, and (iii) 22,569,492 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
SCHEDULE 13D
|
| CUSIP No. | 02215L209 |
| 1 |
Name of reporting person
ISQ Holdings, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CAYMAN ISLANDS
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,169,892.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC, OO |
Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 22,569,492 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis.
(2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement.
(3) Percentage ownership calculated based on the sum of (i) 60,922,483 shares of Class A Common Stock outstanding as of April 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on May 8, 2025, (ii) 4,262,090 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 4,262,090 Common Units on June 4, 2025, and (iii) 22,569,492 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
SCHEDULE 13D
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| CUSIP No. | 02215L209 |
| 1 |
Name of reporting person
Wahba Sadek | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,169,892.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 22,569,492 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis.
(2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement.
(3) Percentage ownership calculated based on the sum of (i) 60,922,483 shares of Class A Common Stock outstanding as of April 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on May 8, 2025, (ii) 4,262,090 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 4,262,090 Common Units on June 4, 2025, and (iii) 22,569,492 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
SCHEDULE 13D
|
| CUSIP No. | 02215L209 |
| 1 |
Name of reporting person
Bhandari Gautam | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
24,169,892.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
27.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN, HC |
Comment for Type of Reporting Person:
(1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 22,569,492 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis.
(2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement.
(3) Percentage ownership calculated based on the sum of (i) 60,922,483 shares of Class A Common Stock outstanding as of April 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on May 8, 2025, (ii) 4,262,090 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 4,262,090 Common Units on June 4, 2025, and (iii) 22,569,492 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Kinetik Holdings Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
2700 Post Oak Boulevard, Suite 300, Houston,
TEXAS
, 77056-4400. | |
Item 1 Comment:
The Amendment No. 12 to Schedule 13D ("Amendment No. 12") is being filed by the undersigned, pursuant to Rule 13d-2(a) under the Act, with respect to the Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Kinetik Holdings Inc., a Delaware corporation formerly known as Altus Midstream Company (the "Issuer"). The principal executive offices of the Issuer are located at 2700 Post Oak Boulevard, Suite 300, Houston, Texas 77056. This Amendment No. 12 amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on March 4, 2022 (the "Original Schedule 13D"), as amended by Amendment No. 1, filed with the SEC on May 19, 2022, Amendment No. 2, filed with the SEC on August 19, 2022, Amendment No. 3, filed with the SEC on November 21, 2022, Amendment No. 4, filed with the SEC on February 21, 2023, Amendment No. 5, filed with the SEC on May 19, 2023, Amendment No. 6, filed with the SEC on August 18, 2023, Amendment No. 7, filed with the SEC on November 27, 2023, Amendment No. 8, filed with the SEC on March 11, 2024, Amendment No. 9, filed with the SEC on March 6, 2025, Amendment No. 10, filed with the SEC on March 14, 2025, and Amendment No. 11, filed with the SEC on March 19, 2025 (collectively, the "Schedule 13D"). Capitalized terms used herein and not otherwise defined in this Amendment No. 12 have the meanings previously defined in the Schedule 13D. Except as specifically provided herein, this Amendment No. 12 does not modify any of the information previously reported in the Schedule 13D. | ||
| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Schedule 13D is hereby amended and supplemented as follows:
On June 4, 2025, pursuant to the Third A&R LPA (as defined in the Original Schedule 13D), Buzzard Midstream LLC caused the Partnership (as defined in the Original Schedule 13D) to redeem 4,262,090 Common Units directly held by it in exchange for shares of Class A Common Stock, on a one-for-one basis and without the payment of any additional consideration, upon which redemption an equal number of paired shares of Class C Common Stock was cancelled. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
On June 4, 2025, 4,262,090 shares of Class A Common Stock were sold for the account of Buzzard Midstream LLC at a price of $44.16 per share. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows:
As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of 24,169,892 shares of Class A Common Stock, which represent approximately 27.5% of the Class A Common Stock outstanding, as calculated pursuant to Rule 13d-3(d)(1)(i) under the Act. This amount consists of (i) 1 share of Class A Common Stock, (ii) 22,569,492 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis (or, at the Partnership's option, an equivalent amount of cash), and (iii) 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement.
The percentage ownership reported herein is calculated based on the sum of (i) 60,922,483 shares of Class A Common Stock outstanding as of April 30, 2025, as reported in the Issuer's quarterly report on Form 10-Q filed with the SEC on May 8, 2025, (ii) 4,262,090 shares of Class A Common Stock issued to Buzzard Midstream LLC upon its conversion of 4,262,090 Common Units on June 4, 2025, and (iii) 22,569,492 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act.
In discussing certain agreements and arrangements in Item 4 of the Schedule 13D, the Reporting Persons (including through certain of their affiliates) describe arrangements involving Blackstone and Apache and certain of their respective affiliates. However, neither the filing of the Schedule 13D (including this Amendment No. 12) nor any of its contents shall be deemed to constitute an admission that the Reporting Persons are members of a "group" for purposes of Section 13(d) of the Act with such other persons. Each Reporting Person disclaims being a member of a "group" with Blackstone, Apache and/or their respective affiliates and further disclaims beneficial ownership of the shares of Class A Common Stock that may be deemed to be beneficially owned by such persons. | |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows:
Each of the Reporting Persons may be deemed to have shared, not sole, power to vote or to direct the vote, and shared, not sole, power to dispose or to direct the disposition, of the 24,169,892 shares of Class A Common Stock reported herein as beneficially owned by the Reporting Persons. | |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
The responses to Items 3 and 4 of this Amendment No. 12 are hereby incorporated by reference herein. Except as set forth in Items 3 and 4 of this Amendment No. 12, none of the Reporting Persons has effected any transaction in Class A Common Stock in the past 60 days. | |
| 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.
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