Kinetik Holdings Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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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. |
Notes Offering
On March 14, 2025, Kinetik Holdings Inc. (the “Company”) and a subsidiary of the Company, Kinetik Holdings LP (“Kinetik LP”), entered into a purchase agreement (the “Purchase Agreement”) by and among Kinetik LP, the Company as parent guarantor, and MUFG Securities Americas Inc. as representative of the several initial purchasers named therein (collectively, the “Initial Purchasers”), relating to the issuance and sale (the “Notes Offering”) of $250 million aggregate principal amount of 6.625% Sustainability-Linked Senior Notes due 2028 (the “New Notes”). The Notes Offering closed on March 19, 2025. The New Notes were priced at 101.250% of par, plus accrued and unpaid interest from December 15, 2024. The New Notes were issued as additional notes under the indenture dated as of December 6, 2023, as may be supplemented from time to time (the “Indenture”), pursuant to which Kinetik LP has previously issued $800 million aggregate principal amount of 6.625% Sustainability-Linked Senior Notes due 2028 (the “Existing Notes” and together with the New Notes, the “Notes”). The New Notes and the Existing Notes will be treated as a single series of securities under the Indenture and will vote together as a single class and the New Notes will have substantially identical terms, other than the issue date, issue price and the first interest payment date, as the Existing Notes. Additional information regarding the Notes and the Indenture, pursuant to which such Notes were issued, is set forth below. The New Notes were offered pursuant to Rule 144A and Regulation S of the Securities Act of 1933 (the “Securities Act”), as amended, and may not be sold in the United States absent registration or an applicable exemption from the registration requirements.
Kinetik LP intends to use the net proceeds from the Notes Offering for general corporate purposes, including the repayment of a portion of the borrowings outstanding under its revolving credit facility.
The Purchase Agreement contains customary representations and warranties of the parties and indemnification and contribution provisions under which the Company and Kinetik LP, on one hand, and the Initial Purchasers, on the other, have agreed to indemnify each other against certain liabilities, including liabilities under the Securities Act. A copy of the Purchase Agreement is filed as Exhibit 10.1 to this report and is incorporated herein by reference. The description of the Purchase Agreement in this report is a summary and is qualified in its entirety by the terms of the Purchase Agreement.
Indenture
The terms of the Notes are governed by the Indenture by and among Kinetik LP as the issuer, the Company as guarantor, and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”). The Notes will mature on December 15, 2028. Interest is payable semi-annually on June 15 and December 15 of each year. With respect to the New Notes, interest accrues from December 15, 2024 and interest payments will commence June 15, 2025.
The Notes are unsecured and rank equally in right of payment with all existing and future unsubordinated indebtedness of Kinetik LP. The guarantee of the Notes by the Company is unsecured and will rank equally with all other existing and future unsubordinated indebtedness of the Company. The Notes and the guarantee effectively rank junior to any future secured indebtedness of Kinetik LP or the Company to the extent of the value of the assets securing such indebtedness. The Notes and the guarantee are structurally subordinated to any indebtedness or other liabilities of Kinetik LP’s subsidiaries, which are not guarantors of the Notes.
On or after December 15, 2025, Kinetik LP may, at its option, redeem some or all of the Notes at the redemption prices specified in the Indenture. Prior to such time, Kinetik LP may, on any one or more occasions, at its option, redeem some or all of the Notes at a redemption price equal to the Make-Whole Redemption Price (as defined in the Indenture), plus accrued and unpaid interest, if any, thereon to, but excluding, the redemption date.
On or after June 15, 2027, the interest rate accruing on the Notes will be increased by an additional 0.2500% per annum unless Kinetik LP satisfies the three Sustainability Performance Targets (as defined in the Indenture), and such satisfaction is confirmed by a qualified third-party auditor or independent public accountant appointed by Kinetik LP to review its performance in relation to the Sustainability Performance Targets (the “External Verifier”). If Kinetik LP satisfies, and the External Verifier confirms Kinetik LP’s satisfaction of, one or two of the three Sustainability Performance Targets, the interest rate accruing on the Notes will be increased by an additional 0.0833% per annum for each Sustainability Performance Target for which the conditions have not been satisfied. Through December 31, 2023, Kinetik LP has sufficiently reduced methane emissions intensity to satisfy Sustainability Performance Target 2 and Subsequent Sustainability Target 2 (each as defined in the Indenture).
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Upon the occurrence of certain changes in control, Kinetik LP must offer to repurchase the Notes. The Indenture contains customary events of default (each an “Event of Default”). If an Event of Default occurs and is continuing, the Trustee or the holders of not less than 50% in aggregate principal amount of the outstanding Notes may declare the unpaid principal of and accrued but unpaid interest on, all the Notes then outstanding to be due and payable. Upon such a declaration, such principal and accrued and unpaid interest will be due and payable immediately. If an Event of Default relating to certain events of bankruptcy or insolvency of Kinetik LP occurs, the principal of and accrued but unpaid interest on, all the Notes will become immediately due and payable without any declaration or other act on the part of the Trustee or any holders of the Notes. Under certain circumstances, the holders of a majority in principal amount of the outstanding Notes may rescind any such acceleration with respect to the Notes and its consequences.
The above description of the Indenture, the Notes and the guarantee is not complete and is qualified in its entirety by reference to the full text of the Indenture, which is filed as Exhibit 4.1 hereto and is incorporated by reference herein.
| Item 2.03. | Creation of a Direct Financial Obligations or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The information provided under Item 1.01 in this Current Report on Form 8-K regarding the Notes, the Indenture and the related guarantee is incorporated by reference into this Item 2.03. The descriptions set forth in Item 1.01 and this Item 2.03 are qualified in their entirety by the full text of the Indenture, which is filed as an exhibit to this Current Report on Form 8-K.
| Item 8.01. | Other Events. |
In connection with the Notes Offering, Kinetik LP received a waiver from the lenders under its Loan Credit Agreement dated as of June 8, 2022 among Kinetik LP, as Borrower, PNC Bank, National Association, as Administrative Agent, and the banks and other financial institutions party thereto, as lenders (as amended to date, the “Term Loan Credit Facility”) that waives the application of a mandatory prepayment provision under the Term Loan Credit Facility with respect to the proceeds from the Notes Offering and permits the Company to apply the proceeds from the Notes Offering to the repayment of a portion of the borrowings outstanding under its revolving credit facility.
On March 14, 2025, the Company issued press releases announcing the launch and pricing of the Notes Offering. Copies of the press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
The press releases shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state. The Notes will not be registered under the Securities Act or any state securities law and may not be offered or sold in the United States absent registration or an applicable exemption from registration under the Securities Act and applicable state securities laws.
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| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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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: March 19, 2025
| KINETIK HOLDINGS INC. | ||
| By: | /s/ Lindsay Ellis | |
| Name: | Lindsay Ellis | |
| Title: | General Counsel, Chief Compliance Officer and Corporate Secretary | |
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