Business Context and Reporting Period
This Form 8-K, dated November 6, 2018, reports on the special meeting of stockholders held by Kayne Anderson Acquisition Corp. (KAAC). The meeting was convened to approve a business combination with Altus Midstream LP and related entities (the "Business Combination"). The filing details the voting results for nine proposals submitted to shareholders.
Key Financial Metrics and Voting Data
The filing does not provide standard financial metrics such as revenue, profit, cash flow, or debt levels, as it is a current report regarding corporate governance and transaction approval rather than a financial statement. Key quantitative data provided includes:
- Outstanding Shares: 47,165,140 shares of Common Stock as of the record date (October 17, 2018).
- Attendance: 34,199,688 shares (approximately 73%) were present in person or by proxy.
- Redemptions: 29,469,858 shares of Class A Common Stock were presented for redemption.
Material Changes and Voting Results
Shareholders approved all eight substantive proposals required to close the Business Combination. The material changes include the adoption of the Contribution Agreement, the creation of a new Class C Common Stock, and significant increases in authorized share counts. Final voting results were as follows:
| Proposal | Votes For | Votes Against | Abstentions |
|---|---|---|---|
| 1. Approve Contribution Agreement & Business Combination | 33,616,164 | 582,503 | 1,021 |
| 2. Create Class C Common Stock | 33,609,916 | 558,751 | 31,021 |
| 3. Increase Authorized Class A Shares (to 1.5B) | 33,615,964 | 552,703 | 31,021 |
| 4. Increase Authorized Preferred Shares (to 50M) | 32,565,744 | 1,602,923 | 31,021 |
| 5. Declassify Board of Directors | 34,167,995 | 672 | 26,021 |
| 6. Eliminate Initial Business Combination Provisions | 33,615,964 | 552,703 | 31,021 |
| 7. Approve Issuances to Apache Contributor & Private Placement | 33,615,964 | 583,724 | — |
| 8. Elect Class I Director | 34,116,221 | 83,467 (Withheld) | — |
Guidance, Outlook, and Transaction Details
The filing outlines the structure of the approved transaction, which includes:
- Issuances to Apache Contributor: Up to 7,313,028 shares of Class A Common Stock, 250,000,000 shares of Class C Common Stock, 3,182,140 warrants, and potential future issuances for earn-out consideration (up to 37,500,000 shares).
- Private Placement: Issuance and sale of 57,234,023 shares of Class A Common Stock to qualified institutional buyers and accredited investors, including funds advised by Kayne Anderson Capital Advisors and management.
- Corporate Structure: The board of directors was declassified, and charter provisions regarding an initial business combination were eliminated.
The filing does not contain forward-looking financial guidance, risk factors, or management commentary beyond the transaction mechanics.
Key Facts for Investor Verification
- Verify the final closing date of the Business Combination with Altus Midstream LP.
- Confirm the final number of shares redeemed versus the 29,469,858 shares presented for redemption.
- Review the definitive agreement for the private placement terms involving 57,234,023 shares.
- Check subsequent filings for the actual issuance of Class C Common Stock and warrants to the Apache Contributor.
- Monitor the composition of the newly declassified Board of Directors.