Business Context and Reporting Period
This Form 8-K Current Report was filed by Kinetik Holdings Inc. on March 8, 2022, covering events occurring on March 8 and March 9, 2022. The filing details the entry into a material definitive agreement regarding a secondary offering of Class A common stock.
Key Financial Metrics
The filing does not provide standard financial performance metrics such as revenue, profit, cash flow, margins, debt, or liquidity. The primary financial event reported is a secondary offering where the Company will not receive any proceeds.
- Shares Sold: 4,000,000 shares of Class A common stock by the Selling Stockholder (Apache Midstream LLC), plus an additional 521,739 shares pursuant to the underwriters' full exercise of their option.
- Total Shares Issued: 4,521,739 shares.
- Company Proceeds: $0 (The Company receives no proceeds from this transaction).
- Underwriters: BofA Securities, Inc., J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC.
Material Changes
The material change reported is the execution of an Underwriting Agreement on March 8, 2022, and the subsequent closing of the Offering on March 11, 2022. This transaction results in a change in the Company's shareholder structure due to the sale of shares by Apache Midstream LLC, but it does not alter the Company's capitalization or cash position.
Guidance, Outlook, and Risks
The filing contains no management commentary, financial guidance, or outlook for future periods. It does not disclose specific risks or contingencies beyond the customary representations and warranties included in the Underwriting Agreement. The document notes that the description of the agreement is qualified by reference to the full text filed as Exhibit 1.1.
Investor Verification Checklist
- Verify the exact offering price per share, which is not explicitly stated in the summary text but is referenced in the attached press releases (Exhibits 99.1 and 99.2).
- Confirm the total number of shares outstanding post-offering to assess dilution impact on existing shareholders.
- Review the full Underwriting Agreement (Exhibit 1.1) for specific lock-up provisions or indemnification terms.
- Check subsequent filings to confirm the final closing date and settlement details.