* |
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
|
|
SCHEDULE 13D
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|
CUSIP No. 02215L209
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|
Page 2 of 23 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
ISQ Global Fund II GP, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
14,549,241 (1)(2)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
14,549,241 (1)(2)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,549,241 (1)(2)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
44.6% (3)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
(1) |
Includes 13,744,582 Common Units (as defined herein) and an equal number of paired shares of Class C Common Stock (as defined herein), which together may be redeemed by the holder for shares of Class A Common Stock (as defined herein) on a
one-for-one basis.
|
(2) |
Includes 804,659 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement (as defined herein).
|
(3) |
Percentage ownership calculated based on the sum of (i) 16,246,460 shares of Class A Common Stock outstanding as of January 31, 2022, as reported in the Issuer’s annual report on Form 10-K filed on February 22, 2022, (ii) the 2,650,000
shares of Class A Common Stock issued in the Conversion (as defined herein), and (iii) the 13,744,582 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C
Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(3)(1)(i) under the Act.
|
|
SCHEDULE 13D
|
|
CUSIP No. 02215L209
|
|
Page 3 of 23 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
I Squared Capital, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
14,549,241 (1)(2)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
14,549,241 (1)(2)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,549,241 (1)(2)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
44.6% (3)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO, HC
|
|
|
|||
|
|
(1) |
Includes 13,744,582 Common Units (as defined herein) and an equal number of paired shares of Class C Common Stock (as defined herein), which together may be redeemed by the holder for shares of Class A Common Stock (as defined herein) on a
one-for-one basis.
|
(2) |
Includes 804,659 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement (as defined herein).
|
(3) |
Percentage ownership calculated based on the sum of (i) 16,246,460 shares of Class A Common Stock outstanding as of January 31, 2022, as reported in the Issuer’s annual report on Form 10-K filed on February 22, 2022, (ii) the 2,650,000
shares of Class A Common Stock issued in the Conversion (as defined herein), and (iii) the 13,744,582 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C
Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(3)(1)(i) under the Act.
|
|
SCHEDULE 13D
|
|
CUSIP No. 02215L209
|
|
Page 4 of 23 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
ISQ Holdings, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
(b)
|
☒
|
||||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
OO
|
|
|
|||
|
|
||||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
||||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
14,549,241 (1)(2)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
14,549,241 (1)(2)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
14,549,241 (1)(2)
|
|
|
|||
|
|
||||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
||||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
44.6% (3)
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
OO, HC
|
|
|
|||
|
|
(1) |
Includes 13,744,582 Common Units (as defined herein) and an equal number of paired shares of Class C Common Stock (as defined herein), which together may be redeemed by the holder for shares of Class A Common Stock (as defined herein) on a
one-for-one basis.
|
(2) |
Includes 804,659 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement (as defined herein).
|
(3) |
Percentage ownership calculated based on the sum of (i) 16,246,460 shares of Class A Common Stock outstanding as of January 31, 2022, as reported in the Issuer’s annual report on Form 10-K filed on February 22, 2022, (ii) the 2,650,000
shares of Class A Common Stock issued in the Conversion (as defined herein), and (iii) the 13,744,582 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C
Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(3)(1)(i) under the Act.
|
|
SCHEDULE 13D
|
|
CUSIP No. 02215L209
|
|
Page 5 of 23 Pages
|
Item 1. |
Security and Issuer
|
Item 2. |
Identity and Background
|
(i) |
ISQ Global Fund II GP, LLC, a Delaware limited liability company (“Fund II GP”);
|
(ii) |
I Squared Capital, LLC, a Cayman Islands limited liability company (“I Squared Capital”); and
|
(iii) |
ISQ Holdings, LLC, a Cayman Islands limited liability company (“ISQ Holdings”).
|
Item 3. |
Source and Amount of Funds or Other Consideration
|
Item 4. |
Purpose of Transaction
|
|
SCHEDULE 13D
|
|
CUSIP No. 02215L209
|
|
Page 6 of 23 Pages
|
|
SCHEDULE 13D
|
|
CUSIP No. 02215L209
|
|
Page 7 of 23 Pages
|
|
SCHEDULE 13D
|
|
CUSIP No. 02215L209
|
|
Page 8 of 23 Pages
|
|
SCHEDULE 13D
|
|
CUSIP No. 02215L209
|
|
Page 9 of 23 Pages
|
Item 5. |
Interest in Securities of the Issuer
|
|
SCHEDULE 13D
|
|
CUSIP No. 02215L209
|
|
Page 10 of 23 Pages
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7. |
Material to be Filed as Exhibits
|
Exhibit A |
Joint Filing Agreement, by and among the Reporting Persons, dated March 4, 2022 (filed herewith).
|
Exhibit B |
Contribution Agreement, dated October 21, 2021, by and among Altus Midstream Company, Altus Midstream LP, New BCP Raptor Holdco, LLC, and BCP Raptor Holdco, LP (incorporated by reference to Exhibit 2.1 to the Issuer’s Current Report on
Form 8-K filed on October 21, 2021).
|
Exhibit C |
Exhibit D |
Form of Standalone Restricted Stock Agreement – Welch (filed herewith).
|
Exhibit E |
Form of Restricted Stock Agreement (filed herewith).
|
Exhibit F |
Amended and Restated Stockholders Agreement, dated October 21, 2021, by and among APA Corporation, Apache Midstream LLC, Altus Midstream Company, New BCP Raptor Holdco, LLC, Raptor Aggregator, LP, BX Permian Pipeline Aggregator, LP,
Buzzard Midstream LLC, and BCP Raptor Holdco, LP. (incorporated by reference to Exhibit 4.1 to the Issuer’s Current Report on Form 8-K filed on February 28, 2022).
|
Exhibit G |
Voting Agreement, dated as of October 21, 2021, by and among Buzzard Midstream LLC and Altus Midstream Company (incorporated by reference to Exhibit 10.5 to the Issuer’s Current Report on Form 8-K filed on February 28, 2022).
|
Exhibit H |
Second Amended and Restated Registration Rights Agreement, dated February 22, 2022, by and among Altus Midstream Company, Apache Midstream LLC, Raptor Aggregator, LP, BX Permian Pipeline Aggregator, LP, Buzzard Midstream LLC and the other
holders party thereto (incorporated by reference to Exhibit 4.2 to the Issuer’s Current Report on Form 8-K filed on February 28, 2022).
|
Exhibit I |
Dividend and Distribution Reinvestment Agreement, dated February 22, 2022, by and among Altus Midstream Company, Altus Midstream LP, APA Corporation, Apache Midstream LLC, Buzzard Midstream LLC, Raptor Aggregator, LP, BX Permian Pipeline
Aggregator, LP and each of the other parties set forth on the signature pages thereto (incorporated by reference to Exhibit 10.2 to the Issuer’s Current Report on Form 8-K filed on February 28, 2022).
|
Exhibit J |
Third Amended and Restated Agreement of Limited Partnership of Altus Midstream LP (n/k/a Kinetik Holdings LP), dated October 21, 2021 incorporated by reference to Exhibit 10.1 to the Issuer’s Current Report on Form 8-K filed on February
28, 2022).
|
Exhibit K |
|
SCHEDULE 13D
|
|
CUSIP No. 02215L209
|
|
Page 11 of 11 Pages
|
I Squared Capital, LLC | |||
By: | ISQ Holdings, LLC, its managing member | ||
|
By:
|
/s/ Adil Rahmathulla | |
Name: Adil Rahmathulla | |||
Title: Manager | |||
ISQ Holdings, LLC | |||
|
By:
|
/s/ Adil Rahmathulla | |
Name: Adil Rahmathulla | |||
Title: Manager | |||
ISQ Global Fund II GP, LLC | |||
|
By:
|
/s/ Adil Rahmathulla | |
Name: Adil Rahmathulla | |||
Title: Director | |||
I Squared Capital, LLC | |||
By: | ISQ Holdings, LLC, its managing member | ||
|
By:
|
/s/ Adil Rahmathulla | |
Name: Adil Rahmathulla | |||
Title: Manager | |||
ISQ Holdings, LLC | |||
|
By:
|
/s/ Adil Rahmathulla | |
Name: Adil Rahmathulla | |||
Title: Manager | |||
COMPANY: | |||
ALTUS MIDSTREAM COMPANY | |||
|
By:
|
||
Name: | |||
Title: | |||
HOLDERS: | |||
BUZZARD MIDSTREAM LLC | |||
|
By:
|
||
Name: | Thomas Lefebvre | ||
Title: | Authorized Person | ||
BX PERMIAN PIPELINE | |||
AGGREGATOR, LP | |||
By: BCP VII/BEP II Holdings Manager L.L.C., its general partner | |||
|
By:
|
||
Name: | David Foley | ||
Title: | Senior Managing Director | ||
BCP RAPTOR AGGREGATOR, LP | |||
By: BCP VII/BEP II Holdings Manager L.L.C., its general partner | |||
|
By:
|
||
Name: | David Foley | ||
Title: | Senior Managing Director | ||
|
|
|
|
|
|
Jamie Welch |
|
|
|
|
|
|
|
Chris Evans |
|
|
|
|
|
|
|
Tyler Milam |
|
|
|
|
|
|
|
Misty Williams |
|
Holder
|
Percentage Interest
|
Buzzard Midstream LLC
|
29.13%
|
BX Permian Pipeline Aggregator LP
|
9.67%
|
BCP Raptor Aggregator, LP
|
59.84%
|
Jamie Welch
|
0.44%
|
Chris Evans
|
0.02%
|
Tyler Milam
|
0.02%
|
Misty Williams
|
0.01%
|
Bob Milam
|
0.36%
|
Blake Bixler
|
0.17%
|
Curtis Clark
|
0.36%
|
Total:
|
100%
|