Item 1.01. Entry into a Material Definitive Agreement.
Contribution Agreement
On
The closing of the Transactions is subject to a number of customary conditions,
including, among others, the approval by the Company's stockholders of the
Contribution Agreement and the Transactions for purposes of complying with
applicable listing rules of the
As a result of the Transactions, certain affiliates of Blackstone Inc. will own
over 50% of the issued and outstanding Company Common Stock, certain affiliates
of
The board of directors of the Company has unanimously approved the Contribution
Agreement and the Transactions. The Company has agreed to prepare a proxy
statement and hold a special meeting of Company stockholders for purposes of
approving the Transactions. In connection with the Contribution Agreement,
Apache Midstream entered into a voting and support agreement with Contributor,
Raptor, and solely for the purposes set forth therein,
Pursuant to the Contribution Agreement, the Company has agreed not to initiate, solicit, propose, knowingly encourage or knowingly facilitate any inquiry or the making of any competing proposals or offers or to engage in or continue any discussions or negotiations relating to, or in furtherance of a competing proposal, in each case subject to certain exceptions. The Board of Directors of the Company (the "Company Board") may change its recommendation to the Company's stockholders in response to certain competing proposals, as specified in the Contribution Agreement, or in response to an intervening event, in each case if the Company Board determines in good faith, after consultation with its outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with the fiduciary duties owed by the Company Board to the Company's stockholders under applicable law, subject to complying with notice, and other specified, conditions, including giving Contributor the opportunity to propose revisions to the terms of the Contribution Agreement during a period following such notice.
The Contribution Agreement contains termination rights for each of the Company
and Contributor, including, among others, (i) a termination right for the
Company and Contributor if the consummation of the Transactions does not occur
on or before
If Contributor terminates the Contribution Agreement (x) prior to the
Stockholder Approval, if the Company Board changes its recommendation or (y) if
the Company or its subsidiaries or a director or officer of
The above description of the Contribution Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Contribution Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K.
The Contribution Agreement and the above description have been included in this Current Report on Form 8-K to provide investors and stockholders with information regarding the terms of the Contribution Agreement. They are not intended to provide any other factual information about the Company, the Partnership, Raptor, or their respective subsidiaries, affiliates, businesses, or equityholders. The representations, warranties, and covenants contained in the Contribution Agreement were made only for purposes of the Contribution Agreement and as of specific dates; were solely for the benefit of the parties to the Contribution Agreement; and may be subject to limitations agreed upon by the parties thereto, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. Investors should be aware that the representations, warranties, and covenants or any description thereof may not reflect the actual state of facts or condition of the Company, the Partnership, Contributor, Raptor, or any of their respective subsidiaries, affiliates, businesses, or equityholders. Moreover, information concerning the subject matter of the representations, warranties, and covenants may change after the date of the Contribution Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company.
Item 3.02. Unregistered Sales of
The disclosure set forth in Item 1.01 above is incorporated into this Item 3.02
by reference. The Company intends to issue the Class
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Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of Section 18, and shall not be incorporated by reference in any filing under the Securities Act or the Exchange Act, except as set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 2.1* Contribution Agreement, datedOctober 21, 2021 , by and amongAltus Midstream Company ,Altus Midstream LP ,New BCP Raptor Holdco, LLC , andBCP Raptor Holdco, LP . 99.1 Press Release ofAltus Midstream Company , datedOctober 21, 2021 . 99.2 Presentation ofAltus Midstream Company , datedOctober 21, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
* Schedules and exhibits to this exhibit have been omitted, pursuant to
Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a
copy of any omitted schedule or exhibit to the
however, that the Company may request confidential treatment pursuant to Rule
24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or
exhibit so furnished.
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IMPORTANT ADDITIONAL INFORMATION WILL BE FILED WITH THE
In connection with the proposed Transactions, the Company intends to file a
proxy statement with the
PARTICIPANTS IN THE SOLICITATION
The Company its directors and executive officers and other members of management
and employees may be deemed to be participants in the solicitation of proxies in
respect of the proposed Transactions. Information about the Company's directors
and executive officers is available in the Company's proxy statement dated
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Current Report on Form 8-K includes "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. All statements other than statements of historical facts included or incorporated by reference in this Current Report on Form 8-K, including, without limitation, statements about the Company's, the Partnership's, Raptor's and Contributor's respective ability to effect the Transactions; the expected benefits of the Transactions; future dividends; and future plans, expectations, and objectives for the Company's operations after completion of the Transactions, including statements about strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans, and objectives of management, are forward-looking statements. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "could," "expect," "intend," "project," "estimate," "anticipate," "plan," "believe," "continue," "seek," "guidance," "might," "outlook," "possibly," "potential," "prospect," "should," "would," or similar terminology, but the absence of these words does not mean that a statement is not forward looking.
While forward-looking statements are based on assumptions and analyses made by
the Company that the Company believes to be reasonable under the circumstances,
whether actual results and developments will meet expectations and predictions
depend on a number of risks and uncertainties which could cause actual results,
performance, and financial condition to differ materially from expectations. See
"Risk Factors" in the Company's Annual Report Form 10-K for the fiscal year
ended
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