Kinetik Holdings Inc. (“
Kinetik”, the
“
Company” or “
we”) today
announced the completion of the business combination of Altus
Midstream Company (Nasdaq: ALTM) (“
Altus”) and BCP
Raptor Holdco LP (“
BCP”), creating a unique, fully
integrated midstream company.
Kinetik is the only pure-play midstream company in the Texas
Delaware Basin, one of the world’s most prolific hydrocarbon
basins, providing the Company with the scale, operational
capabilities, and fully integrated service offerings necessary for
sustained long-term success.
Kinetik’s Class A common stock will begin trading on the Nasdaq
Global Select Market under the ticker symbol “KNTK” at the open of
trading on February 23, 2022.
“Today is an exciting day, both for the shareholders of
EagleClaw and the shareholders of Altus. For EagleClaw, this
heralds the end of a five-year journey as a private company and the
start of an exciting new chapter in the public markets and with an
expanded investor base. For Altus shareholders, this represents a
significant step forward in growing and diversifying its asset
base. I am incredibly proud of both teams and I am delighted to
welcome approximately 208 EagleClaw and 56 former Apache employees
to the new Kinetik. To our Kinetik customers and the communities
that we serve and in which we operate, we thank you for your trust
and your partnership. While we have rebranded the company to
reflect our perspective on the future of the industry, we remain
steadfast in our values and core principles. We aim to be the
midstream service provider of choice for the Texas Delaware Basin
and welcome the opportunity to demonstrate what differentiates us
from our peers,” said Jamie Welch, the President and CEO of
Kinetik.
In accordance with the contribution agreement, BCP unitholders,
principally funds associated with Blackstone and I Squared Capital,
and management, received 50 million Class C common shares (appended
to an equivalent number of common units in Altus Midstream LP),
resulting in combined ownership of approximately 75% of the pro
forma Company. The indirect ownership of Apache Corporation
(“Apache”) has been reduced to approximately 20%
and the existing Altus public shareholders will own approximately
5% of the combined Company.
Apache, Blackstone and I Squared have agreed to customary
lock-up provisions of their respective holdings until February 23,
2023. However, Apache is permitted to sell up to 4 million shares
until May 23, 2022, provided the first $100 million of proceeds is
invested in new development activity within 24 months at Alpine
High.
Apache has publicly announced that drilling and completion
activity will resume on its Delaware Basin acreage in 2022,
including at Alpine High, where extensive gathering infrastructure
already exists and wells can be turned in line quickly and
efficiently. In addition, Apache has executed a new 10-year
dedication agreement with Kinetik for its central Reeves County
acreage, called DXL, that commences on November 1, 2022.
John Christmann, the CEO and president of APA, the parent of
Apache Corp, said, “We will return to drilling and completion
activity at Alpine High this year. The 7 DUCs brought online in the
first half of 2021 responded well to changes in drilling and
completion design and spacing. Those improvements, combined with
the commodity price backdrop we see today, create a high degree of
confidence for this next stage of development activity at Alpine
High.”
Following closing, Kinetik is well positioned to create
stakeholder value through the following:
- Diversified and integrated
assets. 65% of our total EBITDA from gas gathering and
processing in the Delaware basin and nearly 35% of total EBITDA
from our equity interests in long-haul, joint venture pipelines.
That segment will be called Pipeline Transportation.
- Significant asset and cash
flow profile. Over 85% of 2022E EBITDA from our Pipeline
Transportation segment is generated from take-or-pay agreements and
existing production from over 30 customer counterparties within our
Midstream Logistics segment.
- Conservative financial
strategy. Focused on maintaining our strong, pro forma
balance sheet and targeting 3.5x leverage and investment grade
ratings by year end 2023.
- Sole focus on expanding its
footprint in the Permian. Today, Kinetik is the fourth
largest natural gas processor in the Permian and largest in the
Delaware Basin. There are a significant number of growth
opportunities in our backyard, which is the fastest growing oil
basin the United States.
- Our commitment and
focus to a long-term goal of net zero GHG emissions by
2050 achieved by incorporating ESG metrics into every facet of our
business, including executive compensation and our corporate
debt.
“We at Blackstone are excited by the important role Kinetik has
to play in the energy transition and look forward to being part of
its bright future,” said David Foley, the new Chairman of Kinetik
and Global Head of Blackstone Energy Partners.
Adil Rahmathulla, Managing Partner of I Squared Capital, added,
“We are proud of what Kinetik has become. We are confident that the
company will continue to help optimize and boost the critical
natural gas infrastructure necessary for energy transition to be
successful in the United States.”
Independent Directors
In connection with the business combination, Kinetik announced
ten members of the Company’s new eleven-member Board of Directors,
with one additional independent director expected to beappointed in
July 2022. The additional member joining in July 2022 is a retiring
senior partner from one of the Big 4 public accounting firms and
will Chair the Audit Committee upon their appointment. The
Independent Directors joining the Board today are diverse and have
long term energy and public company board experience. Each Director
is a tremendous addition and will elevate the depth of dialogue and
discussion in the Board room. Those Independent Directors are:
Laura A. Sugg, Lead
Independent Director and Chair of the Governance
CommitteeD. Mark Leland, Independent
DirectorKevin S. McCarthy, Independent
Director
2021 Results and 2022 Guidance
Kinetik will host an Investor Update and 2022 Guidance
conference call on Thursday, February 24, 2022 at 8:00 am Central
Standard Time (9:00 am Eastern Standard Time) to discuss the 2022
guidance. A presentation and link to the live video webcast will be
available on the company’s website at www.kinetik.com. To
participate via phone, individuals should dial (844) 200-6205 (Toll
Free), (646) 904-5544 (Domestic) or (929) 526-1599 (International)
15 minutes before the scheduled conference call time and enter
participant code 396155. A replay of the conference call also will
be available on the website following the call.
About Kinetik Holdings Inc.
Kinetik is a fully integrated, pure-play, Permian-to-Gulf Coast
midstream C-corporation operating in the Delaware Basin. The
Company is headquartered in Midland, Texas and has a significant
presence in Houston. 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
expected benefits of the transactions; and future plans,
expectations, and objectives for the Company’s operations,
including statements about strategy, synergies, and future
operations. 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 “Risk Factors” in Altus’ definitive
proxy statement filed with the SEC on January 12, 2022 for a
discussion of risk factors related to the transactions between
Altus and BCP. Also see Part I, Item 1A “Risk Factors” in Altus’
2021 Annual Report for a discussion of risk factors related to
Altus. 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
Kinetic
Media: |
(713)
487-4838 |
Jim
Schwartz |
Kinetik Investors: |
(713) 487-4832 |
Maddie Wagner |
Websites: www.kinetik.com |
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