FALSE000169278700016927872024-06-072024-06-0700016927872024-06-042024-06-04

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

June 4, 2024
Date of Report (date of earliest event reported)

Kinetik Logo.jpg
Kinetik Holdings Inc.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
(State or other jurisdiction of
incorporation or organization)
001-38048
(Commission File Number)
81-4675947
(I.R.S. Employer Identification Number)
 2700 Post Oak Blvd. Suite 300
Houston, Texas 77056
(Address of principal executive offices and 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
Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareKNTKNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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 2.01. Completion of Acquisition or Disposition of Assets
On June 4, 2024, Kinetik Holdings Inc. (the “Company”) consummated the previously announced transaction contemplated by the Purchase and Sale Agreement, dated as of May 9, 2024, by and among Kinetik GCX Pipe LLC, GCX Pipeline, LLC (“GCX Buyer”), solely for purposes of Section 6.7, Article X and Article XI, AL GCX Holdings, LLC and solely for purposes of Section 6.8, Article X and Article XI, Kinetik Holdings LP, pursuant to which the Company agreed to sell its 16% membership interest in Gulf Coast Express Pipeline LLC (“GCX”) to the GCX Buyer for a total purchase price of $540 million (the “GCX Sale”), consisting of $510 million of cash, less certain customary closing adjustments, payable on June 4, 2024 and an additional $30 million earn out in cash upon approval by the GCX Board of Directors of one or more capital projects that achieve certain capacity expansion criteria.
The pro forma financial information required to be filed by Item 9.01(b) of Form 8-K is filed as Exhibit 99.1 to this Current Report.
Item 7.01. Regulation FD Disclosure.
On June 4, 2024, the Company issued a press release announcing the completion of the GCX Sale. A copy of the Company’s press release is attached hereto and furnished as Exhibit 99.2 and is incorporated in this report by reference.
The information provided in this Item 7.01, including the accompanying Exhibit 99.2, shall be deemed “furnished” and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of such section, nor shall it be incorporated by reference in any filing made by the Company pursuant to the Securities Act of 1933, as amended, or the Exchange Act, regardless of the general incorporation language of such filing, except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
Item 9.01. Financial Statements and Exhibits.
(b) Pro Forma Financial Information
The unaudited pro forma condensed consolidated financial statements of the Company have been derived from the Company’s historical consolidated financial statements and are being presented to give effect to the GCX Sale. The pro forma financial statements and the related notes thereto are filed as Exhibit 99.1 to this Current Report on Form 8-K.
(d) The following exhibits are being filed herewith.

Exhibit No.Description of Exhibit
10.1†-
99.1-
99.2
104-Cover Page Interactive Data File (embedded within the Inline XBRL document)
† Certain schedules and similar attachments to this exhibit have been omitted pursuant to Item 601(a)(5) and/or Item 601(b)(10)(iv), as applicable, of Regulation S-K. The Company agrees to furnish an unredacted, supplemental copy (including any omitted schedule or attachment) to the SEC upon request. Redactions and omissions are designated with brackets containing asterisks.


SIGNATURES
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.
    
 Kinetik Holdings Inc.
Dated:June 7, 2024 /s/ Todd Carpenter
 Todd Carpenter
 General Counsel, Secretary and Chief Compliance Officer


Exhibit 99.1



UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION
On June 4, 2024, Kinetik Holdings Inc. (the “Company” or “Kinetik”) completed the previously announced transaction contemplated by the Purchase and Sale Agreement (the "GCX Purchase Agreement") to sell its 16% equity interest in Gulf Coast Express Pipeline LLC ("GCX") through its wholly owned subsidiary Kinetik GCX Pipe LLC to GCX Pipeline, LLC (the "GCX Buyer") for a total purchase price of $540 million (the "GCX Sale"), consisting of $510.0 million of cash, less certain customary closing adjustments, and an additional $30.0 million earn out in cash upon approval by the GCX Board of Directors of one or more capital projects that achieve certain capacity expansion criteria. Net cash proceeds of $494.4 million were received from the GCX Buyer on June 4, 2024.
The unaudited pro forma condensed consolidated balance sheet as of March 31, 2024 gives effect to the GCX Sale as if it was completed on March 31, 2024. The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2024, and for the year ended December 31, 2023, give effect to the GCX Sale as if it was completed on January 1, 2023.
The unaudited pro forma condensed consolidated financial statements have been prepared in accordance with Article 11 of Regulation S-X. The historical consolidated financial statements have been adjusted in the accompanying unaudited pro forma condensed consolidated financial statements to give effect to pro forma events that are (i) directly attributable to the GCX Sale and (ii) factually supportable. The unaudited pro forma condensed consolidated financial statements do not purport to be indicative of the results of operations or financial position which would have actually resulted if the GCX Sale had been completed on the date indicated. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited pro forma condensed consolidated financial statements do not reflect the realization of any expected cost savings, synergies, or dis-synergies as a result of the GCX Sale.
The unaudited pro forma financial information has been prepared by the Company based upon assumptions deemed appropriate by the Company's management. Explanations of certain assumptions is set forth under the notes to the unaudited pro forma condensed consolidated financial statements.
The unaudited pro forma condensed consolidated financial statements and accompanying notes should be read in conjunction with the historical audited consolidated financial statements of Kinetik as of and for the year ended December 31, 2023, which were included in Kinetik’s Annual Report on Form 10-K, filed with the Security Exchange Commission ("SEC") on March 5, 2024, and the unaudited condensed consolidated financial statements of Kinetik as of and for the three months ended March 31, 2024, which were included in Kinetik's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 9, 2024.

1

KINETIK HOLDINGS INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

March 31, 2024
Kinetik Historical
GCX Sale
Pro Forma
(In thousands, except share data)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents$9,756 $490,640 (a)$500,396 
Accounts receivable, net of allowance for credit losses of $1,000 in 2024209,878 — 209,878 
Derivative assets10,264 — 10,264 
Prepaid and other current assets27,391 — 27,391 
257,289 490,640 747,929 
NONCURRENT ASSETS:
Property, plant and equipment, net2,747,483 — 2,747,483 
Intangible assets, net562,837 — 562,837 
Derivative asset, non-current134 — 134 
Operating lease right-of-use assets27,015 — 27,015 
Deferred tax asset238,258 (4,781)
(e)
233,477 
Deferred charges and other assets83,213 — 83,213 
Investments in unconsolidated affiliates2,526,278 (430,489)(b)2,095,789 
Goodwill5,077 — 5,077 
6,190,295 (435,270)5,755,025 
Total assets$6,447,584 $55,370 $6,502,954 
LIABILITIES, NONCONTROLLING INTEREST, AND EQUITY
CURRENT LIABILITIES:
Accounts payable$16,467 $— $16,467 
Accrued expenses170,075 317 (e)170,392 
Derivative liabilities14,811 — 14,811 
Current portion of operating lease liabilities24,987 — 24,987 
Other current liabilities7,611 — 7,611 
233,951 317 234,268 
NONCURRENT LIABILITIES
Long term debt, net3,517,115 — 3,517,115 
Contract liabilities24,837 — 24,837 
Operating lease liabilities3,014 — 3,014 
Derivative liabilities418 — 418 
Other liabilities3,230 — 3,230 
Deferred tax liabilities13,785 429 (e)14,214 
3,562,399 429 3,562,828 
Total liabilities3,796,350 746 3,797,096 
COMMITMENTS AND CONTINGENCIES
Redeemable noncontrolling interest — Common Unit limited partners3,624,670 36,319 
(c)
3,660,989 
EQUITY:
Class A Common Stock: $0.0001 par, 1,500,000,000 shares authorized, 59,712,487 and 57,096,538 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively6 — 6 
Class C Common Stock: $0.0001 par, 1,500,000,000 shares authorized, 93,942,788 and 94,089,038 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively9 — 9 
Additional paid-in capital— — — 
Accumulated deficit(973,451)18,305 
(c)
(955,146)
Total equity(973,436)18,305 (955,131)
Total liabilities, noncontrolling interest, and equity$6,447,584 $55,370 $6,502,954 
The accompanying notes are an integral part of the unaudited pro forma Condensed Consolidated Financial Statements.
2

KINETIK HOLDINGS INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS


Three Months Ended March 31, 2024
Kinetik Historical
GCX SaleAdjustments
Pro Forma
(In thousands, except per share data)
Operating revenues:
Service revenue$102,195 $— $— $102,195 
Product revenue236,567 — — 236,567 
Other revenue2,632 — — 2,632 
Total operating revenues341,394 — — 341,394 
Operating costs and expenses:
Costs of sales (exclusive of depreciation and amortization)153,687 — — 153,687 
Operating expenses43,406 — — 43,406 
Ad valorem taxes6,292 — — 6,292 
General and administrative expenses34,136 — — 34,136 
Depreciation and amortization expenses73,606 — — 73,606 
Loss on disposal of assets4,166 — — 4,166 
Total operating costs and expenses315,293 — — 315,293 
Operating income26,101 — — 26,101 
Other income (expense):
Interest and other income91 — — 91 
Interest expense(47,467)— — (47,467)
Equity in earnings of unconsolidated affiliates60,469 (9,031)
(d)
51,438 
Total other income, net13,093 — (9,031)4,062 
Income before income taxes39,194 — (9,031)30,163 
Income tax expense3,787 — 2,789 
(e)
6,576 
Net income including noncontrolling interest35,407 — (11,820)23,587 
Net income attributable to Common Unit limited partners23,857 (5,864)(f)17,993 
Net income attributable to Class A Common Stock Shareholders$11,550 $— $(5,956)$5,594 
Net income attributable to Class A Common Shareholders per share
Basic$0.12 $— $(0.10)$0.02 
Diluted$0.12 $— $(0.10)$0.02 
Weighted-average shares
Basic57,869 — — 57,869 
Diluted58,392 — — 58,392 
The accompanying notes are an integral part of the unaudited pro forma Condensed Consolidated Financial Statements.
3

KINETIK HOLDINGS INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS


Twelve Months Ended December 31, 2023
Kinetik Historical
GCX SaleAdjustments
Pro Forma
(In thousands, except per share data)
Operating revenues:
Service revenue$417,751 $— $— $417,751 
Product revenue822,410 — — 822,410 
Other revenue16,251 — — 16,251 
Total operating revenues1,256,412 — — 1,256,412 
Operating costs and expenses:
Costs of sales (exclusive of depreciation and amortization)515,721 — — 515,721 
Operating expenses161,520 — — 161,520 
Ad valorem taxes21,622 — — 21,622 
General and administrative expenses97,906 — — 97,906 
Depreciation and amortization expenses280,986 — — 280,986 
(Gain) Loss on disposal of assets19,402 — — 19,402 
Total operating costs and expenses1,097,157 — — 1,097,157 
Operating income159,255 — — 159,255 
Other income (expense):
Interest and other income2,004 — — 2,004 
Loss on debt extinguishment(1,876)— — (1,876)
Gain on sale of equity method investment
— 39,157 
(g)
— 39,157 
Interest expense(205,854)— — (205,854)
Equity in earnings of unconsolidated affiliates200,015 — (37,484)
(d)
162,531 
Total other expense, net(5,711)39,157 (37,484)(4,038)
Income before income taxes153,544 39,157 (37,484)155,217 
Income tax expense(232,908)(52)
(e)
— (232,960)
Net income including noncontrolling interest386,452 39,209 (37,484)388,177 
Net income attributable to Common Unit limited partners97,010 26,448 
(f)
(24,224)(f)99,234 
Net income attributable to Class A Common Stock Shareholders$289,442 $12,761 $(13,260)$288,943 
Net income attributable to Class A Common Shareholders per share
Basic$5.25 $0.25 $(0.26)$5.24 
Diluted$2.52 $0.27 $(0.26)$2.54 
Weighted-average shares
Basic51,823 — — 51,823 
Diluted146,197 — — 146,197 
The accompanying notes are an integral part of the unaudited pro forma Condensed Consolidated Financial Statements.
4

NOTES TO THE UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION
The unaudited pro forma condensed consolidated financial statements as of March 31, 2024 and for the three months ended March 31, 2024 and for the year ended December 31, 2023 have been derived from and should be read in conjunction with the historical audited consolidated financial statements of Kinetik as of and for the year ended December 31, 2023, included in Kinetik’s Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on March 5, 2024, and the historical unaudited condensed consolidated financial statements of Kinetik as of and for the three months ended March 31, 2024, included in Kinetik's Quarterly Report on Form 10-Q for the quarter ended March 31, 2024, filed with the SEC on May 9, 2024, and the assumptions outlined in Note 2 herein.
An unaudited pro forma condensed consolidated balance sheet as of March 31, 2024 and the unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2024 and for the year ended December 31, 2023, are presented herein in accordance with Rule 11-02(c)(2)(ii) of Regulation S-X.
The following unaudited pro forma adjustments have been prepared as if the GCX Sale occurred on March 31, 2024, for the unaudited pro forma condensed consolidated balance sheet, and as of January 1, 2023, for the unaudited pro forma condensed consolidated statements of operations. The pro forma adjustments are based on currently available information and certain estimates and assumptions, and therefore the actual effects of the transaction will differ from the pro forma adjustments.

2. UNAUDITED PRO FORMA ADJUSTMENTS

(a) Represents the sales proceeds, net of estimated closing costs and working capital adjustments. The cash proceeds were calculated based on management's current estimates and as defined in the GCX Purchase Agreement.

Amount
(In thousands)
Cash proceeds
$510,000 
Working capital adjustment
(15,610)
Transaction costs incurred
(3,750)
  Net cash from GCX Sale
$490,640 
(b) Represents the disposition of the assets that are being transferred as part of the GCX Sale.
(c) Represents the proportionate increase of redeemable noncontrolling interest - Common Unit limited partners and accumulated deficit related to the GCX Sale and its associated tax effects based upon the relevant issued and outstanding Class A Common Stock of the Company and Class C Common Stock of the Company and related common units representing limited partnership interests in Kinetik LP ("Common Units") as of March 31, 2024.
(d) Represents the elimination of the equity in earnings of unconsolidated affiliates related to the Company's investment in GCX for the applicable period presented.
(e) Represents the income tax effects of the pro forma adjustments at the applicable estimated effective tax rates for the respective periods presented.
(f) Represents the proportionate increase or decrease in net income attributable to Common Unit limited partners based upon the relevant issued and outstanding Class A Common Stock of the Company and Class C Common Stock of the Company and related Common Units for the applicable periods presented.
5

(g) Represents the estimated pro forma gain on the GCX Sale assuming an effective date of January 1, 2023.

Amount
(In thousands)
Cash proceeds
$510,000 
Working capital adjustment
(15,610)
Transaction costs incurred
(3,750)
  Net cash from GCX Sale
490,640 
Less: Investment in GCX
(451,483)
  Gain on sale of GCX
$39,157 

3. EARNING PER SHARE
The pro forma basic and diluted weighted average shares outstanding have been calculated as if the GCX Sale was completed on January 1, 2023. There was no effect on the basic and weighted average shares outstanding in relation to the transaction, however, the net income attributable to Class A Common Stock Shareholders would change given the effects of the transaction.
6
Kinetik Completes Divestiture of Its Equity Interest in Gulf Coast Express Pipeline HOUSTON & MIDLAND, Texas--( )-- Kinetik Holdings Inc. (NYSE: KNTK) (“ ” or the “BUSINESS WIRE Kinetik ”) today announced the completion of its previously announced sale and direct transfer of its 16% equityCompany interest in the Gulf Coast Express pipeline to an affiliate of ArcLight Capital Partners LLC for $510 million in upfront cash and an additional $30 million deferred cash payment due upon a final investment decision on a capacity expansion project. The cash proceeds will be used for general corporate purposes including to fund Kinetik’s previously announced (i) acquisition of Durango Permian LLC and (ii) capital investment to support its new 15-year low-pressure and high-pressure gas gathering and processing agreement in Eddy County, New Mexico, significantly enhancing Kinetik’s position in New Mexico. 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 Houston and Midland, Texas. Kinetik provides comprehensive gathering, transportation, compression, processing and treating services for companies that produce natural gas, natural gas liquids, crude oil and water. Kinetik posts announcements, operational updates, investor information and press releases on its website, .www.kinetik.com 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 the Company’s future business strategy and other plans, expectations, and objectives for the Company’s operations, including statements about strategy, synergies, expansion projects and future operations, and financial guidance; return of capital to shareholders and the timing thereof; the Company’s leverage and financial profile; and the consummation of the Durango Acquisition and timing thereof, the funding for the Durango Acquisition and capital required under the New Eddy County Agreement, expected results of the transactions discussed herein, including reinvestment in new projects and the returns thereon. 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, 2023. 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. Contacts Kinetik Investors: (713) 487-4832 Maddie Wagner (713) 574-4743 Alex Durkee Website: www.kinetik.com Source: Kinetik Holdings Inc.

 

 
v3.24.1.1.u2
Cover Page
Jun. 07, 2024
Jun. 04, 2024
Cover [Abstract]    
Document Type 8-K  
Document Period End Date   Jun. 04, 2024
Entity Registrant Name Kinetik Holdings Inc.  
Entity Incorporation, State or 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  
Title of 12(b) Security Class A Common Stock, par value $0.0001 per share  
Trading Symbol KNTK  
Security Exchange Name NYSE  
Entity Emerging Growth Company false  
Amendment Flag false  
Entity Central Index Key 0001692787  
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