Business Context and Reporting Period
This Form 8-K, dated October 21, 2021, reports on Altus Midstream Company (not Kinetik Holdings Inc., as indicated in the metadata request). The filing details the entry into a Material Definitive Agreement (Contribution Agreement) to acquire assets from New BCP Raptor Holdco, LLC ("Contributor").
Key Financial Metrics and Transaction Terms
The filing does not provide historical revenue, profit, cash flow, or margin data. The primary financial terms relate to the proposed transaction:
- Consideration: The Company will issue 50,000,000 Partnership Common Units and 50,000,000 shares of Class C common stock to the Contributor.
- Termination Fee: A fee of $60,000,000 is payable to the Contributor under specific termination scenarios (e.g., change in recommendation by the Board or failure to obtain stockholder approval).
- Ownership Structure Post-Transaction:
- Affiliates of Blackstone Inc.: Over 50% of issued and outstanding Company Common Stock.
- Affiliates of I Squared Capital: Over 20%.
- Apache Midstream LLC (subsidiary of APA Corporation): Approximately 20%.
- Current stockholders and management: Over 5%.
Material Changes and Conditions
The transaction represents a material change in the Company's capital structure and asset base. Closing is subject to customary conditions, including:
- Approval by the Company's stockholders.
- Expiration or termination of the waiting period under the Hart-Scott-Rodino Act.
- Approval for listing of the new shares by the Nasdaq Stock Market.
- A voting and support agreement has been entered into by Apache Midstream to facilitate the transaction.
Guidance, Risks, and Contingencies
Outlook and Guidance: The filing contains forward-looking statements regarding the expected benefits of the transaction and future operations but does not provide specific financial guidance or revenue projections in this document.
Risks and Contingencies:
- Termination Rights: The agreement may be terminated if the transaction is not consummated by June 30, 2022, or if stockholder approval is not obtained.
- Non-Solicitation: The Company has agreed not to solicit competing proposals, subject to fiduciary out provisions if a superior proposal emerges.
- Regulatory and Listing Risks: Completion depends on regulatory clearance and Nasdaq listing approvals.
Investor Verification Checklist
- Verify the final terms of the Contribution Agreement in the full text of Exhibit 2.1.
- Review the upcoming proxy statement for detailed risk factors and voting instructions.
- Confirm the status of the Hart-Scott-Rodino waiting period and Nasdaq listing approvals.
- Monitor the special meeting of stockholders scheduled to approve the transaction.
- Assess the impact of the new ownership structure (Blackstone, I Squared, Apache) on future corporate governance.