Kinetik Enters Into Series Of Agreements Under Which It Will Acquire Durango For An Aggregate $765M Of Cash And Equity With Up To $75M Of Contingent Consideration Tied To The Capital Cost For The Kings Landing Complex; Provide Natural Gas Gathering And Processing Services Under A Newly Executed, 15-Year Agreement With Existing Customer In Eddy County, New Mexico, An ~$200M Capital Investment Through 2026; Divest Its 16% Equity Interest In GCX For 100% Cash For A Total Of $540M
In a series of transactions:
- Kinetik agreed to acquire Durango Permian LLC ("Durango"), which expands its operations in Eddy and Lea Counties, New Mexico, the most active counties in the Permian Basin ("Durango Acquisition").The Durango Acquisition increases Kinetik's processing capacity by 420 million cubic feet per day, doubles gathering pipeline mileage, and adds over 60 new customers, many of whom are private, including one of the most active producers in the Delaware Basin.
- Kinetik executed a new 15-year low-pressure and high-pressure gas gathering and processing agreement with one of its largest customers, which has a substantial presence throughout Eddy County ("New Eddy County Agreement").
- These transactions significantly enhance Kinetik's position in New Mexico, providing new access to highly economic and active areas of the Delaware Basin, and reinforce Kinetik's value proposition as a pure-play midstream company across the entire Delaware Basin.
- As one funding source for the Durango Acquisition and capital for the New Eddy County Agreement, Kinetik has agreed to sell its 16% equity interest in Gulf Coast Express pipeline ("GCX") to an affiliate of ArcLight Capital Partners LLC ("GCX Sale") for $540 million, or approximately 10.4 times 2024 expected EBITDA.
- Consideration for the Durango Acquisition includes approximately $315 million of cash (excluding any contingent consideration) and 11.5 million Kinetik Class C common stock issued to the owner of Durango in two installments (3.8 million shares at closing and 7.7 million shares on July 1, 2025).
- On closing of these transactions, Kinetik's 3.5x leverage target is achieved.
- The transactions are expected to be over 10% accretive to free cash flow per share starting in the second half of 2025, with the level of accretion increasing thereafter, which coincides with an expected acceleration of capital returns to shareholders.
Kinetik Holdings Inc. (NYSE:KNTK) ("Kinetik" or the "Company") today announced it has entered into a series of agreements under which Kinetik will (i) acquire Durango for an aggregate $765 million of cash and equity with up to $75 million of contingent consideration tied to the capital cost for the Kings Landing complex ("Kings Landing"), which is currently under construction, (ii) provide low-pressure and high-pressure natural gas gathering and processing services under a newly executed, 15-year agreement with a large existing Kinetik customer in Eddy County, New Mexico, an approximately $200 million capital investment through 2026, and (iii) divest its 16% equity interest in GCX for 100% cash for a total of $540 million.