8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): December 4, 2023

Kinetik Holdings Inc.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-38048	81-4675947
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

2700 Post Oak Blvd., Suite 300 Houston, Texas	77056
(Address of Principal Executive Offices)	(Zip Code)

(713) 621-7330

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per share	KNTK	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01. Other Events.

On December 4, 2023, Kinetik Holdings Inc. (the “Company”) issued a news release announcing that, subject to market conditions, the Company’s subsidiary, Kinetik Holdings LP (“Kinetik LP”), intends to commence a private offering (the “Notes Offering”) of $500 million aggregate principal amount of Sustainability-Linked Senior Notes due 2028 (the “Notes”). Kinetik LP intends to use the net proceeds from the Notes Offering, together with cash on hand and borrowings under its revolving credit facility, to repay a portion of the outstanding borrowings under its existing term loan credit facility (the “Term Loan Credit Facility”). A copy of the news release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

On December 4, 2023, in connection with the Notes Offering, the Company provided certain updated disclosures to potential investors, the relevant excerpts of which are set forth below.

***

Kinetik LP has obtained approvals from the lenders party to its Term Loan Credit Facility with PNC Bank, National Association, as administrative agent, and the lenders party thereto to enter into a First Amendment (the “First Amendment”) to the Term Loan Credit Facility concurrently with the closing of this offering. The First Amendment will amend certain provisions of the Term Loan Credit Facility, including extending the maturity date thereunder to June 8, 2026, effective upon the prepayment of loans under the Term Loan Credit Facility in an aggregate principal amount of no less than $500,000,000. Kinetik LP intends to use the net proceeds from this offering, together with cash on hand and borrowings under the revolving credit facility, to repay a portion of the outstanding borrowings under the Term Loan Credit Facility. In addition, Kinetik LP expects the First Amendment to provide that, at such time as no more than $1,000,000,000 aggregate principal amount of loans under the Term Loan Credit Facility remain outstanding, the maturity date will be automatically further extended to December 8, 2026, subject to customary conditions. There is no guarantee that the First Amendment will be entered into on the anticipated terms, timeframe, or at all. The closing of the Notes Offering is not conditioned on the closing of the First Amendment and will be consummated regardless of whether the First Amendment becomes effective.

***

As of November 30, 2023, cash and cash equivalents was approximately $2.7 million.

As of November 30, 2023, outstanding borrowings under the revolving credit facility were $604 million and undrawn availability under the revolving credit facility was $633 million.

Item 9.01 Financial Statements and Exhibits.

(d)    Exhibits.

Exhibit	Description
99.1	Press Release, dated December 4, 2023.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

2

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 4, 2023

KINETIK HOLDINGS INC.
By:	/s/ Todd Carpenter
Name:	Todd Carpenter
Title:	General Counsel, Assistant Secretary and Chief Compliance Officer

3

EX-99.1

Exhibit 99.1

Final NEWS RELEASE

Kinetik Announces $500 Million Sustainability-Linked Senior Notes Offering

MIDLAND/HOUSTON, December 4, 2023 – Kinetik Holdings Inc. (NYSE: KNTK) (“Kinetik”) announced today that its subsidiary, Kinetik Holdings LP (the “Issuer”), intends to offer, subject to market and other conditions, $500 million aggregate principal amount of sustainability-linked senior notes due 2028 (the “Senior Notes”) in an offering (the “Offering”) pursuant to Rule 144A and Regulation S under the Securities Act of 1933, as amended (the “Securities Act”). The Senior Notes will be fully and unconditionally guaranteed by Kinetik.

The Issuer intends to use the net proceeds from the Offering, together with cash on hand and borrowings under its revolving credit facility, to repay a portion of the outstanding borrowings under its existing Term Loan Credit Facility (“Term Loan”). The Issuer has received approvals from the lenders party to the Term Loan to enter into a First Amendment to the Term Loan concurrently with the closing of the Offering, which will amend certain provisions, including, among other things, extending the maturity to June 8, 2026, effective upon prepayment of loans thereunder in an aggregate principal amount of no less than $500 million.

The interest rate on the Senior Notes will be linked to Kinetik’s performance against sustainability performance targets related to greenhouse gas (“GHG”) and methane emissions reduction targets and the representation of women in corporate officer positions. Kinetik published a Sustainability-Linked Financing Framework (the “Framework”) on May 16, 2022 and obtained a second party opinion (“SPO”) on the Framework from ISS ESG. The Framework and the SPO are available on Kinetik’s website.

The Senior Notes have not been and will not be registered under the Securities Act or the securities laws of any state and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements under the Securities Act and applicable state securities laws.

The Senior Notes will be offered only to persons reasonably believed to be qualified institutional buyers under Rule 144A under the Securities Act and to non-U.S. persons outside the United States under Regulation S under the Securities Act.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of any securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

ANNOUNCES BOND OFFERING— PAGE 2 of 3

About Kinetik Holdings Inc.

Kinetik is a fully integrated, pure-play, Permian-to-Gulf Coast midstream C-corporation operating in the Delaware Basin. Kinetik is headquartered in Midland, Texas and has a significant presence in Houston, Texas. Kinetik provides comprehensive gathering, transportation, compression, processing and treating services for companies that produce natural gas, natural gas liquids, crude oil and water.

Forward-looking statements

This news release includes certain statements that may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “seeks,” “possible,” “potential,” “predict,” “project,” “prospects,” “guidance,” “outlook,” “should,” “would,” “will,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements include, but are not limited to, statements about Kinetik’s future plans, expectations, and objectives for Kinetik’s operations, including statements about strategy, synergies, and future operations, sustainability initiatives, the Offering, the use of proceeds therefrom and the amendment of the Term Loan. While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties which could cause our actual results, performance, and financial condition to differ materially from our expectations. See Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2022. Any forward-looking statement made by us in this news release speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future development, or otherwise, except as may be required by law.

ANNOUNCES BOND OFFERING— PAGE 3 of 3

Contacts

Kinetik Investors:	(713) 487-4832	Maddie Wagner
	(713) 574-4743	Alex Durkee

-end-

XML

Document and Entity Information	Dec. 04, 2023
Cover [Abstract]
Amendment Flag	false
Entity Central Index Key	0001692787
Document Type	8-K
Document Period End Date	Dec. 04, 2023
Entity Registrant Name	Kinetik Holdings Inc.
Entity Incorporation State Country Code	DE
Entity File Number	001-38048
Entity Tax Identification Number	81-4675947
Entity Address, Address Line One	2700 Post Oak Blvd.
Entity Address, Address Line Two	Suite 300
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77056
City Area Code	(713)
Local Phone Number	621-7330
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Class A Common Stock, par value $0.0001 per share
Trading Symbol	KNTK
Security Exchange Name	NYSE
Entity Emerging Growth Company	false