Business Context and Reporting Period
This Form 8-K is a current report filed by Altus Midstream Company (not Kinetik Holdings Inc.) on June 29, 2020. The filing details the implementation of a reverse stock split approved by stockholders at the annual meeting on May 21, 2020. The effective time for the split was 5:30 p.m. Eastern Time on June 30, 2020, with trading on a post-split basis commencing on July 1, 2020.
Key Financial Metrics
This filing does not contain revenue, profit, cash flow, margin, debt, or liquidity data. The primary financial metric disclosed relates to capital structure:
- Share Count Reduction: Issued and outstanding common shares were reduced from 324,929,305 to approximately 16,246,465.
- Split Ratio: One-for-twenty (1:20) for both Class A and Class C common stock.
- Par Value: Remained unchanged at $0.0001 per share.
Material Changes Versus Prior Period
The material change reported is the structural alteration of the company's equity through the reverse stock split. Every twenty pre-split shares were converted into one post-split share. This action increased the number of authorized shares available for issuance relative to the number of shares issued and outstanding. Additionally, the CUSIP number for Class A Common Stock changed to 02215L209, while the trading symbol remained "ALTM".
Guidance, Outlook, Risks, and Unusual Items
Primary Objective: The reverse stock split was executed to increase the per-share trading price to regain compliance with the Nasdaq Global Market's minimum bid price requirement of $1.00 per share for ten consecutive business days. The company has until December 28, 2020, to achieve this compliance.
Risks and Uncertainties: Management explicitly states there is no assurance that the reverse stock split will successfully raise the bid price sufficiently to meet Nasdaq requirements. The filing includes standard forward-looking statement disclaimers regarding risks associated with the COVID-19 pandemic and other factors detailed in previous 10-K and 10-Q filings.
Unusual Items: No fractional shares were issued; instead, stockholders entitled to fractional shares received cash payments calculated based on the volume-weighted average trading price of the Class A Common Stock for the twenty trading days preceding the effective time.
Important Facts for Investor Verification
- Verify the current trading price of "ALTM" to determine if the $1.00 minimum bid price requirement has been met for the required ten consecutive business days.
- Confirm the adjusted number of shares held in brokerage accounts following the 1:20 split.
- Check for any cash payments received in lieu of fractional shares if the pre-split share count was not a multiple of 20.
- Review the updated CUSIP number (02215L209) for Class A Common Stock for record-keeping purposes.
- Monitor subsequent filings for confirmation of continued Nasdaq compliance or potential delisting notices if the price target is not met by December 28, 2020.