Amendment: SEC Form SCHEDULE 13G/A filed by Kinetik Holdings Inc.
$KNTK
Natural Gas Distribution
Utilities
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(Amendment No. 1)
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Kinetik Holdings Inc. (Name of Issuer) |
Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) |
02215L209 (CUSIP Number) |
06/24/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 02215L209 |
| 1 | Names of Reporting Persons
MORGAN STANLEY | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
253,506.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0.4 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO, HC |
Comment for Type of Reporting Person: On July 5, 2024, the Reporting Persons (as defined herein) filed a Schedule 13G reporting their ownership of the Issuer's Class C Common Stock (the "Class C Common Stock") and an equal number of paired common units representing limited partner interests (the "Common Units" and, together with the Class C Common Stock, "Paired Interests") of Kinetik Holdings, LP, a subsidiary of the Issuer (the "Partnership"), held directly by Durango Midstream LLC, which may be redeemed by the holder for shares of the Issuer's Class A Common Stock (the "Class A Common Stock") on a one-for-one basis or, at the Partnership's election, cash. Because the Partnership retains the right to settle the Common Units in cash, the Reporting Persons do not have the right to acquire beneficial ownership of the underlying shares of Class A Common Stock until the Partnership elects share, not cash, settlement upon a redemption request. Therefore, the Reporting Persons are filing this Schedule 13G amendment to restate the original Schedule 13G and report that, since their acquisition of the Paired Interests and through the date of filing of this amendment, they beneficially own 0 shares of Class A Common Stock underlying the Paired Interests and are not subject to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), for the Class A Common Stock.
SCHEDULE 13G
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| CUSIP No. | 02215L209 |
| 1 | Names of Reporting Persons
MS Capital Partners Adviser Inc | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person: On July 5, 2024, the Reporting Persons filed a Schedule 13G reporting their ownership of the Issuer's Class C Common Stock and an equal number of Common Units of the Partnership held directly by Durango Midstream LLC, which may be redeemed by the holder for shares of the Issuer's Class A Common Stock on a one-for-one basis or, at the Partnership's election, cash. Because the Partnership retains the right to settle the Common Units in cash, the Reporting Persons do not have the right to acquire beneficial ownership of the underlying shares of Class A Common Stock until the Partnership elects share, not cash, settlement upon a redemption request. Therefore, the Reporting Persons are filing this Schedule 13G amendment to restate the original Schedule 13G and report that, since their acquisition of the Paired Interests and through the date of filing of this amendment, they beneficially own 0 shares of Class A Common Stock underlying the Paired Interests and are not subject to Section 13(d) of the Act for the Class A Common Stock.
SCHEDULE 13G
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| CUSIP No. | 02215L209 |
| 1 | Names of Reporting Persons
MS Energy Partners GP LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
CAYMAN ISLANDS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
Comment for Type of Reporting Person: On July 5, 2024, the Reporting Persons filed a Schedule 13G reporting their ownership of the Issuer's Class C Common Stock and an equal number of Common Units of the Partnership held directly by Durango Midstream LLC, which may be redeemed by the holder for shares of the Issuer's Class A Common Stock on a one-for-one basis or, at the Partnership's election, cash. Because the Partnership retains the right to settle the Common Units in cash, the Reporting Persons do not have the right to acquire beneficial ownership of the underlying shares of Class A Common Stock until the Partnership elects share, not cash, settlement upon a redemption request. Therefore, the Reporting Persons are filing this Schedule 13G amendment to restate the original Schedule 13G and report that, since their acquisition of the Paired Interests and through the date of filing of this amendment, they beneficially own 0 shares of Class A Common Stock underlying the Paired Interests and are not subject to Section 13(d) of the Act for the Class A Common Stock.
SCHEDULE 13G
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| CUSIP No. | 02215L209 |
| 1 | Names of Reporting Persons
Durango Investment Holdings LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person: On July 5, 2024, the Reporting Persons filed a Schedule 13G reporting their ownership of the Issuer's Class C Common Stock and an equal number of Common Units of the Partnership held directly by Durango Midstream LLC, which may be redeemed by the holder for shares of the Issuer's Class A Common Stock on a one-for-one basis or, at the Partnership's election, cash. Because the Partnership retains the right to settle the Common Units in cash, the Reporting Persons do not have the right to acquire beneficial ownership of the underlying shares of Class A Common Stock until the Partnership elects share, not cash, settlement upon a redemption request. Therefore, the Reporting Persons are filing this Schedule 13G amendment to restate the original Schedule 13G and report that, since their acquisition of the Paired Interests and through the date of filing of this amendment, they beneficially own 0 shares of Class A Common Stock underlying the Paired Interests and are not subject to Section 13(d) of the Act for the Class A Common Stock.
SCHEDULE 13G
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| CUSIP No. | 02215L209 |
| 1 | Names of Reporting Persons
Durango Midstream LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
| ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
COLORADO
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
0.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
0 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person: On July 5, 2024, the Reporting Persons filed a Schedule 13G reporting their ownership of the Issuer's Class C Common Stock and an equal number of Common Units of the Partnership held directly by Durango Midstream LLC, which may be redeemed by the holder for shares of the Issuer's Class A Common Stock on a one-for-one basis or, at the Partnership's election, cash. Because the Partnership retains the right to settle the Common Units in cash, the Reporting Persons do not have the right to acquire beneficial ownership of the underlying shares of Class A Common Stock until the Partnership elects share, not cash, settlement upon a redemption request. Therefore, the Reporting Persons are filing this Schedule 13G amendment to restate the original Schedule 13G and report that, since their acquisition of the Paired Interests and through the date of filing of this amendment, they beneficially own 0 shares of Class A Common Stock underlying the Paired Interests and are not subject to Section 13(d) of the Act for the Class A Common Stock.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
Kinetik Holdings Inc. | |
| (b) | Address of issuer's principal executive offices:
2700 Post Oak Blvd., Suite 300, Houston, Texas, 77056 | |
| Item 2. | ||
| (a) | Name of person filing:
This Statement is filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
i) Morgan Stanley;
ii) MS Capital Partners Adviser Inc. ("MS Capital");
iii) MS Energy Partners GP LP ("MS Energy");
iv) Durango Investment Holdings LLC ("Durango Holdings"); and
v) Durango Midstream LLC ("Durango Midstream").
Durango Midstream is a wholly-owned subsidiary of Durango Holdings. Durango Holdings is ultimately owned by various investment vehicles that are managed by MS Capital and for which MS Energy serves as general partner. Morgan Stanley is the ultimate parent of MS Capital. | |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of each of the Reporting Persons is 1585 Broadway, New York, NY 10036. | |
| (c) | Citizenship:
i) Morgan Stanley is a Delaware corporation;
ii) MS Capital is a Delaware corporation;
iii) MS Energy is a Cayman Islands limited partnership;
iv) Durango Holdings is a Delaware limited liability company; and
v) Durango Midstream is a Colorado limited liability company. | |
| (d) | Title of class of securities:
Class A Common Stock, $0.0001 par value per share | |
| (e) | CUSIP No.:
02215L209 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
On July 5, 2024, the Reporting Persons filed a Schedule 13G reporting their ownership of 3,840,246 Paired Interests held directly by Durango Midstream, which may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis or, at the Partnership's election, cash. Because the Partnership retains the right to settle the Common Units in cash, the Reporting Persons do not have the right to acquire beneficial ownership of the underlying shares of Class A Common Stock until the Partnership elects share, not cash, settlement upon a redemption request. Therefore, the Reporting Persons are filing this Schedule 13G amendment to restate the original Schedule 13G and report that, since their acquisition of the Paired Interests and through the date of filing of this amendment, they beneficially own 0 shares of Class A Common Stock underlying the Paired Interests and are not subject to Section 13(d) of the Act for the Class A Common Stock.
The amount and percentage of Class A Common Stock reported as beneficially owned by Morgan Stanley in this Schedule 13G amendment represents the amount and percentage of Class A Common Stock that Morgan Stanley beneficially owned as of June 24, 2024, which was the Date of Event of the original Schedule 13G. | |
| (b) | Percent of class:
Morgan Stanley: 0.4%
MS Capital: 0.0%
MS Energy: 0.0%
Durango Holdings: 0.0%
Durango Midstream: 0.0% | |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
Morgan Stanley: 0
MS Capital: 0
MS Energy: 0
Durango Holdings: 0
Durango Midstream: 0 | ||
| (ii) Shared power to vote or to direct the vote:
Morgan Stanley: 115,625
MS Capital: 0
MS Energy: 0
Durango Holdings: 0
Durango Midstream: 0 | ||
| (iii) Sole power to dispose or to direct the disposition of:
Morgan Stanley: 0
MS Capital: 0
MS Energy: 0
Durango Holdings: 0
Durango Midstream: 0 | ||
| (iv) Shared power to dispose or to direct the disposition of:
Morgan Stanley: 253,506
MS Capital: 0
MS Energy: 0
Durango Holdings: 0
Durango Midstream: 0 | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
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Ownership of 5 percent or less of a class
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| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| 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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Exhibit Information
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Exhibit 99.1: Joint Filing Agreement, dated May 6, 2025 |