Item 1.01 Entry into a Material Definitive Agreement.
Private Offering
On June 8, 2022, Kinetik Holdings LP ("Kinetik LP"), a subsidiary of Kinetik
Holdings Inc. (the "Company"), completed the previously announced private
offering (the "Notes Offering") of $1.0 billion aggregate principal amount of
its 5.875% Sustainability-Linked Senior Notes due 2030 (the "Notes"), which are
fully and unconditionally guaranteed by the Company.
The Notes were offered to the several initial purchasers named in that certain
Purchase Agreement by and among Kinetik LP, the Company as guarantor, and J.P.
Morgan Securities LLC as representative of the several initial purchasers,
pursuant to Rule 144A and Regulation S of the Securities Act of 1933, as amended
(the "Securities Act"), and may not be sold in the United States absent
registration or an applicable exemption from the registration requirements.
Kinetik LP used the net proceeds from the Notes Offering, together with cash on
hand and proceeds from the Term Loan Credit Agreement (as defined herein), to
repay all outstanding borrowings under its existing credit facilities and to pay
certain fees and expenses.
Indenture
The terms of the Notes are governed by the Indenture, dated as of June 8, 2022
(the "Indenture"), by and among Kinetik LP as the issuer, the Company as
guarantor, and U.S. Bank Trust Company, National Association, as trustee (the
"Trustee"). The Notes will mature on June 15, 2030. Interest will accrue from
June 8, 2022 and will be payable semi-annually on June 15 and December 15 of
each year, commencing December 15, 2022.
The Notes are unsecured and will rank equally in right of payment with all
existing and future unsubordinated indebtedness of Kinetik LP. The guarantee of
the Notes by the Company will be unsecured and will rank equally with all other
existing and future unsubordinated indebtedness of the Company. The Notes and
the guarantee will effectively rank junior to any future secured indebtedness of
Kinetik LP or the Company to the extent of the value of the assets securing such
indebtedness. The Notes and the guarantee will be structurally subordinated to
any indebtedness or other liabilities of Kinetik LP's subsidiaries, which are
not guarantors of the Notes.
On or after June 15, 2025, Kinetik LP may, at its option, redeem some or all of
the Notes at the redemption prices specified in the Indenture. Prior to such
time, Kinetik LP may, on any one or more occasions, at its option, redeem some
or all of the Notes at a redemption price equal to the Make-Whole Redemption
Price (as defined in the Indenture), plus accrued and unpaid interest, if any,
thereon to, but excluding, the redemption date.
On or after June 15, 2027, the interest rate accruing on the Notes will be
increased by an additional 0.2500% per annum unless Kinetik LP satisfies the
three Sustainability Performance Targets (as defined in the Indenture), and such
satisfaction is confirmed by a qualified third-party auditor or independent
public accountant appointed by Kinetik LP to review its performance in relation
to the Sustainability Performance Targets (the "External Verifier"). If Kinetik
LP satisfies, and the External Verifier confirms Kinetik LP's satisfaction of,
one or two of the three Sustainability Performance Targets, the interest rate
accruing on the Notes will be increased by an additional 0.0833% per annum for
each Sustainability Performance Target for which the conditions have not been
satisfied.
Upon the occurrence of certain changes in control, Kinetik LP must offer to
repurchase the Notes. The Indenture contains customary events of default (each
an "Event of Default"). If an Event of Default occurs and is continuing, the
Trustee or the holders of not less than 50% in aggregate principal amount of the
outstanding Notes may declare the unpaid principal of and accrued but unpaid
interest on, all the Notes then outstanding to be due and payable. Upon such a
declaration, such principal and accrued and unpaid interest will be due and
payable immediately. If an Event of Default relating to certain events of
bankruptcy or insolvency of Kinetik LP occurs, the principal of and accrued but
unpaid interest on, all the Notes will become immediately due and payable
without any declaration or other act on the part of the Trustee or any holders
of the Notes. Under certain circumstances, the holders of a majority in
principal amount of the outstanding Notes may rescind any such acceleration with
respect to the Notes and its consequences.
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The above description of the Indenture, the Notes and the guarantee is not
complete and is qualified in its entirety by reference to the full text of the
Indenture, which is filed as Exhibit 4.1 hereto and is incorporated by reference
herein.
Revolving Credit Agreement
On June 8, 2022, Kinetik LP entered into a revolving credit agreement (the
"Revolving Credit Agreement") among Bank of America, N.A., as administrative
agent ("Bank of America"), and the banks and other financial institutions party
thereto, as lenders. The Revolving Credit Agreement provides for a $1.25 billion
senior unsecured revolving credit facility, which includes a $150.0 million
sublimit for the issuance of letters of credit, and a $200.0 million sublimit
for swingline loans.
As of June 8, 2022, there were no outstanding borrowings under the Revolving
Credit Agreement. Kinetik LP may prepay borrowings under the new revolving
credit facility at any time without premium or penalty (other than customary
SOFR breakage costs), subject to certain notice requirements. All borrowings
under the new revolving credit facility mature on June 8, 2027. The obligations
under the Revolving Credit Agreement are guaranteed by the Company.
. . .
Item 1.02. Termination of a Material Definitive Agreement.
On June 8, 2022, in connection with the closing of the Notes Offering and entry
into the Revolving Credit Agreement and the Term Loan Credit Agreement, the
Company repaid all outstanding borrowings under the Credit Agreement, dated as
of November 9, 2018, among Kinetik LP as Borrower, the lenders party thereto,
the issuing banks party thereto, JPMorgan Chase Bank, N.A., as Administrative
Agent, Wells Fargo Bank, National Association, as Syndication Agent, Citibank,
N.A., Bank of America, N.A., The Toronto-Dominion Bank, New York Branch, MUFG
Bank Ltd., and The Bank of Nova Scotia, Houston Branch, as Co-Documentation
Agents (the "Altus Credit Agreement") and terminated the Altus Credit Agreement.
A description of the material terms of the Altus Credit Agreement is contained
in the Company's Annual Report on Form 10-K for the year ended December 31, 2021
filed with the SEC on February 22, 2022, which description is incorporated
herein by reference.
Item 2.03. Creation of a Direct Financial Obligations or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
The information provided under Item 1.01 in this Current Report on Form 8-K
regarding the Notes, the Indenture and the related guarantee, the Revolving
Credit Agreement and the Term Loan Credit Agreement is incorporated by reference
into this Item 2.03. The descriptions set forth in Item 1.01 and this Item 2.03
are qualified in their entirety by the full texts of the Indenture, the
Revolving Credit Agreement and the Term Loan Credit Agreement, each of which are
filed as exhibits to this Current Report on Form 8-K.
Item 8.01 Other Events.
On June 8, 2022, the Company effected a two-for-one stock split with respect to
its Class A Common Stock, par value $0.0001 per share (the "Class A Common
Stock"), and its Class C Common Stock, par value $0.0001 per share (the "Class C
Common Stock" and together with the Class A Common Stock, the "Common Stock"),
in the form of a stock dividend (the "Stock Split"). The Stock Split was
accomplished by distributing one additional share of Class A Common Stock for
each share of Class A Common Stock outstanding and one additional share of
Class C Common Stock for each share of Class C Common Stock outstanding.
Following the Stock Split, there were 134,996,928 shares of Common Stock
outstanding.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Description
4.1 Indenture, dated June 8, 2022, by and among Kinetik Holdings Inc.,
Kinetik Holdings LP and U.S. Bank Trust Company, National Association,
as trustee.
4.2 Form of 5.875% Sustainability-Linked Senior Notes (included in
Exhibit 4.1).
10.1* Revolving Credit Agreement, dated June 8, 2022, by and among Kinetik
Holdings LP and Bank of America, N.A., as administrative agent, and
the banks and other financial institutions party thereto, as lenders.
10.2* Loan Credit Agreement, dated June 8, 2022, by and among Kinetik
Holdings LP and PNC Bank, National Association, as administrative
agent, and the banks and other financial institutions party thereto,
as lenders.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
* Schedules and exhibits to these Exhibits 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 SEC upon request.
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