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): June 1, 2022
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 communication 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 communication pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
☐ | Pre-commencement communication 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 | Nasdaq Global Market |
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 7.01. Regulation FD Disclosure.
On June 1, 2022, 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 $1.0 billion aggregate principal amount of Sustainability-Linked Senior Notes due 2030 (the “Notes”). Kinetik LP intends to use the net proceeds from the Notes Offering, together with cash on hand and proceeds from its new unsecured term loan credit facility, to repay all outstanding borrowings under its existing credit facilities and to pay certain fees and expenses. A copy of the news release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in Item 8.01 of this Current Report on Form 8-K is incorporated into this Item 7.01 by reference.
The information contained in this Item 7.01, including Exhibit 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act, or the Exchange Act.
Item 8.01. | Other Events. |
On June 1, 2022, in connection with the Notes Offering, the Company provided certain unaudited pro forma condensed combined financial information of the Company for the three months ended March 31, 2022 and the year ended December 31, 2021 to potential investors. The pro forma financial information is set forth in Exhibit 99.2 hereto and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit | Description | |
99.1 | Press Release, dated June 1, 2022. | |
99.2 | Unaudited pro forma condensed consolidated combined financial statements of Kinetik Holdings Inc. for the three months ended March 31, 2022 and the year ended December 31, 2021. | |
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: June 1, 2022
KINETIK HOLDINGS INC. | ||
By: | /s/ Todd Carpenter | |
Name: | Todd Carpenter | |
Title: | General Counsel, Secretary and Chief Compliance Officer |
3
Exhibit 99.1
|
Final NEWS RELEASE |
Kinetik Announces $1.0 Billion Sustainability-Linked Senior Notes Offering
MIDLAND/HOUSTON, June 1, 2022 Kinetik Holdings Inc. (NASDAQ: KNTK) (Kinetik) announced today that its subsidiary, Kinetik Holdings LP (the Issuer), intends to offer $1.0 billion aggregate principal amount of sustainability-linked senior notes due 2030 (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 borrowings under a new 3-year unsecured term loan facility with a group of commercial banks, to refinance all of its existing consolidated indebtedness.
The interest rate on the Senior Notes will be linked to Kinetiks performance against sustainability performance targets related to greenhouse gas (GHG) and methane emissions reduction targets and the representation of women in corporate officer positions. Those targets are set forth in Kinetiks recently published Sustainability-Linked Financing Framework (the Framework). Kinetik published 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 Kinetiks 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. The Offering may be made only by means of an offering memorandum.
ANNOUNCES BOND OFFERING PAGE 2 of 2
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 Kinetiks future plans, expectations, and objectives for Kinetiks operations, including statements about strategy, synergies, and future operations, the Offering and the use of proceeds therefrom. 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 II, Item 1A. Risk Factors in our Quarterly Report on Form 10-Q for the period ended March 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.
Contacts
Kinetik Investors: (713) 487-4832 Maddie Wagner
Website: www.kinetik.com
-end-
Exhibit 99.2
Unaudited pro forma condensed consolidated combined financial statements
The following unaudited pro forma condensed consolidated combined financial statements are provided to aid you in your analysis of the financial aspects of the transactions (the Transactions) contemplated by that certain Contribution Agreement, dated October 21, 2021, by and among Kinetik Holdings Inc. (f/k/a Altus Midstream Company, the Company), Kinetik Holdings, LP (f/k/a Altus Midstream LP, the Partnership), New BCP Raptor Holdco LLC (the Contributor), and solely for the purposes set forth therein, BCP Raptor Holdco, LP (BCP) and a redemption and direct exchange of common units representing limited partner interest in the Partnership (Common Units) for shares of Class A Common Stock, par value $0.0001 per share of the Company (Class A Common Stock and such redemption and direct exchange, the Redemption and Exchange of Common Units). The unaudited pro forma condensed consolidated combined financial statements are based on the Company historical consolidated financial statements and the BCP historical consolidated financial statements as adjusted to give effect to the Transactions and the Redemption and Exchange of Common Units. The unaudited pro forma condensed consolidated combined statements of operations for the three months ended March 31, 2022 and the year ended December 31, 2021 give effect to the Transactions and the Redemption and Exchange of Common Units as if they had occurred on January 1, 2021.
The unaudited pro forma condensed consolidated combined financial statements have been derived from and should be read in conjunction with:
| the accompanying notes to the unaudited pro forma condensed consolidated combined financial statements; |
| the historical audited consolidated financial statements of BCP as of and for the year ended December 31, 2021, which are incorporated by reference to Exhibit 99.4 to the Companys Current Report on Form 8-K filed with the U.S. Securities Exchange Commission (SEC) on February 28, 2022; |
| the historical audited consolidated financial statements of Altus Midstream Company (ALTM) as of and for the year ended December 31, 2021, which are incorporated by reference to the Companys Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on February 22, 2022; and |
| the historical unaudited condensed consolidated financial statements of the Company as of and for the three months ended March 31, 2022, which are incorporated by reference to the Companys Quarterly Report on Form 10-Q for the three months ended March 31, 2022, filed with the SEC on May 10, 2022. |
The unaudited pro forma condensed consolidated combined financial statements are provided for illustrative purposes only and are not necessarily indicative of what the actual results of operations and financial position would have been had the Transactions and the Redemption and Exchange of Common Units taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of the combined company.
Unaudited pro forma condensed consolidated combined statement
of operations for the three months ended March 31, 2022
Historical | Transaction Accounting Adjustments |
Management Adjustments |
Pro Forma Statement of Operations |
|||||||||||||||||||||||||||||
Altus | BCP | |||||||||||||||||||||||||||||||
OPERATING REVENUES: |
||||||||||||||||||||||||||||||||
Service revenue |
$ | 22,586 | $ | 80,445 | $ | | | $ | 103,031 | |||||||||||||||||||||||
Product revenue |
1,576 | 174,928 | | | 176,504 | |||||||||||||||||||||||||||
Product revenue affiliate |
2,434 | | | | 2,434 | |||||||||||||||||||||||||||
Other revenue |
257 | 1,876 | | | 2,133 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Total revenues |
26,853 | 257,249 | | | 284,102 | |||||||||||||||||||||||||||
OPERATING EXPENSES: |
||||||||||||||||||||||||||||||||
Cost of sales (exclusive of depreciation and amortization shown separately below) |
1,526 | 120,275 | | (586 | ) | 5 | (n) | 121,215 | ||||||||||||||||||||||||
Cost of product sales - affiliate (exclusive of depreciation and amortization shown separately below) |
2,434 | | | | 2,434 | |||||||||||||||||||||||||||
Depreciation, amortization and accretion |
2,745 | 61,023 | 1,512 | 5 | (a) | 65,280 | ||||||||||||||||||||||||||
Operating expenses |
4,412 | 29,871 | | (364 | ) | 5 | (n) | 33,919 | ||||||||||||||||||||||||
General and administrative expenses |
2,665 | 22,752 | (5,676 | ) | 5 | (i) | (2,665 | ) | 5 | (n) | 24,152 | |||||||||||||||||||||
7,076 | 5 | (g) | ||||||||||||||||||||||||||||||
Taxes other than income |
2,283 | 4,153 | | (1,307 | ) | 5 | (n) | 5,129 | ||||||||||||||||||||||||
Loss on disposal of assets |
| 110 | | | 110 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Total costs and expenses |
16,065 | 238,184 | 2,912 | (4,922 | ) | 252,239 | ||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
OPERATING INCOME (LOSS) |
10,788 | 19,065 | (2,912 | ) | 4,922 | 31,863 | ||||||||||||||||||||||||||
Interest and other income |
2 | 250 | | | 252 | |||||||||||||||||||||||||||
Interest expense |
| (26,774 | ) | (1,273 | ) | 5 | (f) | | (28,047 | ) |
2
Historical | Transaction Accounting Adjustments |
Management Adjustments |
Pro Forma Statement of Operations |
|||||||||||||||||||||||||||||
Altus | BCP | |||||||||||||||||||||||||||||||
Gain on redemption of mandatorily redeemable Preferred Units |
| 4,493 | | | 4,493 | |||||||||||||||||||||||||||
Equity in earnings of unconsolidated affiliate |
18,474 | 27,917 | (2,352 | ) | 5 | (m) | | 44,039 | ||||||||||||||||||||||||
Unrealized derivative instrument gain (loss) |
(32,155 | ) | (2,886 | ) | 334 | 5 | (c) | | (34,707 | ) | ||||||||||||||||||||||
Transaction costs |
(13,110 | ) | | 13,110 | 5 | (i) | | | ||||||||||||||||||||||||
Other |
(255 | ) | | | | (255 | ) | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Total other income (expenses), net |
(27,044 | ) | 3,000 | 9,819 | | (14,225 | ) | |||||||||||||||||||||||||
Financing costs, net of capitalized interest |
1,467 | | (1,467 | ) | 5 | (f) | | | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
INCOME BEFORE INCOME TAXES |
$ | (17,723 | ) | $ | 22,065 | $ | 8,374 | 4,922 | $ | 17,638 | ||||||||||||||||||||||
Deferred income tax expense |
| 676 | | | 676 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
NET INCOME |
$ | (17,723 | ) | $ | 21,389 | $ | 8,374 | 4,922 | $ | 16,962 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Less: Net income attributable to noncontrolling interest - Preferred Unit limited partners |
12,074 | |||||||||||||||||||||||||||||||
Less: Net income (loss) attributable to noncontrolling interest - Common Unit limited partners |
3,493 | |||||||||||||||||||||||||||||||
Net income (loss) attributable to Class A common stockholders (basic) |
$ | 1,395 |
3
Historical | Transaction Accounting Adjustments |
Management Adjustments |
Pro Forma Statement of Operations |
|||||||||||||||||
Altus | BCP | |||||||||||||||||||
Net income (loss) attributable to Class A common stockholders (diluted) |
$ | 4,888 | ||||||||||||||||||
Net income (loss) per share attributable to Class A common stockholders (basic) |
$ | 0.07 | ||||||||||||||||||
Net income (loss) per share attributable to Class A common stockholders (diluted) |
$ | 0.07 | ||||||||||||||||||
Weighted average Class A common shares (basic) |
18,903 | 5 | (l) | |||||||||||||||||
Weighted average Class A common shares (diluted) |
66,246 | 5 | (l) |
4
Unaudited pro forma condensed consolidated combined statement
of operations for the year ended December 31, 2021
Historical | Transaction Accounting Adjustments |
Management Adjustments |
Pro Forma Statement of Operations |
|||||||||||||||||||||||||||||
Altus | BCP | |||||||||||||||||||||||||||||||
OPERATING REVENUES: |
||||||||||||||||||||||||||||||||
Service revenue |
$ | 142,727 | $ | 272,677 | $ | | | $ | 415,404 | |||||||||||||||||||||||
Product revenue |
8,136 | 385,622 | | | 393,758 | |||||||||||||||||||||||||||
Product revenue affiliate |
9,754 | | | | 9,754 | |||||||||||||||||||||||||||
Other revenue |
| 3,745 | | | 3,745 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Total revenues |
160,617 | 662,044 | | | 822,661 | |||||||||||||||||||||||||||
OPERATING EXPENSES: |
||||||||||||||||||||||||||||||||
Cost of sales (exclusive of depreciation and amortization shown separately below) |
7,793 | 233,619 | | | 241,412 | |||||||||||||||||||||||||||
Cost of product sales - affiliate (exclusive of depreciation and amortization shown separately below) |
9,754 | | | | 9,754 | |||||||||||||||||||||||||||
Depreciation, amortization and accretion |
16,201 | 243,558 | 13,690 | 5 | (a) | | 273,449 | |||||||||||||||||||||||||
Operating expenses |
32,748 | 90,894 | | (5,000 | ) | 5 | (n) | 118,642 | ||||||||||||||||||||||||
General and administrative expenses |
14,182 | 28,588 | 13,110 | 5 | (b) | | 100,770 | |||||||||||||||||||||||||
5,639 | 5 | (d) | | |||||||||||||||||||||||||||||
47,389 | 5 | (g) | | |||||||||||||||||||||||||||||
4,472 | 5 | (k) | (12,610 | ) | 5 | (n) | ||||||||||||||||||||||||||
Taxes other than income |
13,886 | 11,512 | | (9,195 | ) | 5 | (n) | 16,203 | ||||||||||||||||||||||||
Loss on disposal of assets |
| 382 | | | 382 | |||||||||||||||||||||||||||
Impairments |
441 | | | | 441 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Total costs and expenses |
95,005 | 608,553 | 84,300 | (6,805 | ) | 761,053 | ||||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
OPERATING INCOME (LOSS) |
65,612 | 53,491 | (84,300 | ) | 26,805 | 61,608 | ||||||||||||||||||||||||||
Interest and other income |
4 | 4,147 | | | 4,151 |
5
Historical | Transaction Accounting Adjustments |
Management Adjustments |
Pro Forma Statement of Operations |
|||||||||||||||||||||||||||||
Altus | BCP | |||||||||||||||||||||||||||||||
Interest expense |
| (117,365 | ) | (9,431 | ) | 5 | (f) | | (126,796 | ) | ||||||||||||||||||||||
Warrants valuation adjustment |
664 | | | | 664 | |||||||||||||||||||||||||||
Equity in earnings of unconsolidated affiliate |
113,764 | 63,074 | 19,079 | 5 | (e) | | 179,789 | |||||||||||||||||||||||||
(16,128 | ) | 5 | (m) | | ||||||||||||||||||||||||||||
Impairment on equity method interests |
(160,441 | ) | | 160,441 | 5 | (j) | | | ||||||||||||||||||||||||
Unrealized derivative instrument gain (loss) |
82,114 | | (101,042 | ) | 5 | (c) | | (18,928 | ) | |||||||||||||||||||||||
Transaction costs |
(4,472 | ) | | 4,472 | 5 | (k) | | | ||||||||||||||||||||||||
Other |
12,574 | | | | 12,574 | |||||||||||||||||||||||||||
|
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|
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|
|||||||||||||||||||||||
Total other income (expenses), net |
44,207 | (50,144 | ) | 57,391 | | 51,454 | ||||||||||||||||||||||||||
Financing costs, net of capitalized interest |
10,598 | | (10,598 | ) | 5 | (f) | | | ||||||||||||||||||||||||
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|
|
|
|
|
|
|
|
|||||||||||||||||||||||
INCOME BEFORE INCOME TAXES |
$ | 99,221 | $ | 3,347 | $ | (16,311 | ) | 26,805 | $ | 113,062 | ||||||||||||||||||||||
Deferred income tax expense |
| 1,865 | 1,143 | 5 | (h) | | 3,008 | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
NET INCOME |
$ | 99,221 | $ | 1,482 | $ | (17,454 | ) | 26,805 | $ | 110,054 | ||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||
Less: Net income attributable to noncontrolling interest - Preferred Unit limited partners |
161,906 | 109,174 | ||||||||||||||||||||||||||||||
Less: Net income (loss) attributable to noncontrolling interest - Common Unit limited partners |
(48,741 | ) | 629 | |||||||||||||||||||||||||||||
|
|
|
|
6
Historical | Transaction Accounting Adjustments |
Management Adjustments |
Pro Forma Statement of Operations |
|||||||||||||||||||||||||||||
Altus | BCP | |||||||||||||||||||||||||||||||
Net income (loss) attributable to Class A common stockholders (basic) |
$ | (13,944 | ) | $ | 251 | |||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||
Net income (loss) attributable to Class A common stockholders (diluted) |
$ | (62,685 | ) | $ | 880 | |||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||
Net loss attributable to Class B Units (basic and diluted) |
$ | (51,700 | ) | |||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
Net loss attributable to Class C Units (basic and diluted) |
$ | (832 | ) | |||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
Net income attributable to Class E Units (basic and diluted) |
$ | 54,014 | ||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
Net income (loss) per share attributable to Class A common stockholders (basic) |
$ | (3.72 | ) | $ | 0.1 | |||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||
Net income (loss) per share attributable to Class A common stockholders (diluted) |
$ | (3.86 | ) | $ | 0.1 | |||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||
Net loss per unit attributable to Class B limited partner unitholders (basic and diluted) |
$ | (0.02 | ) | |||||||||||||||||||||||||||||
|
|
7
Historical | Transaction Accounting Adjustments |
Management Adjustments |
Pro Forma Statement of Operations |
|||||||||||||||||||||||||||||
Altus | BCP | |||||||||||||||||||||||||||||||
Net loss per unit attributable to Class C limited partner unitholders (basic and diluted) |
$ | (0.02 | ) | |||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
Net income per unit attributable to Class E limited partner unitholders (basic and diluted) |
$ | 0.19 | ||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
Weighted average Class A common shares (basic) |
3,746 | 18,896 | 5 | (l) | ||||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||
Weighted average Class A common shares (diluted) |
16,246 | 66,246 | 5 | (l) | ||||||||||||||||||||||||||||
|
|
|
|
|||||||||||||||||||||||||||||
Weighted average Class B limited partner units (basic and diluted) |
2,732,537 | |||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
Weighted average Class C limited partner units (basic and diluted) |
43,786 | |||||||||||||||||||||||||||||||
|
|
|||||||||||||||||||||||||||||||
Weighted average Class E limited partner units (basic and diluted) |
279,808 | |||||||||||||||||||||||||||||||
|
|
8
Notes to the unaudited pro forma condensed consolidated combined financial statements
1. | Description of the transaction and redemption and exchange of Common Units for Class A Common Stock |
Description of the transaction
On October 21, 2021, the Company and the Partnership entered into a contribution agreement with Contributor to purchase 100% of the equity interests in BCP and BCP Raptor Holdco GP, LLC, the general partner of BCP (BCP GP), in exchange for an aggregate of 50,000,000 shares of the Companys Class C Common Stock, par value $0.0001 per share (Class C Common Stock), and an aggregate of 50,000,000 Common Units of the Partnership. The transaction closed on February 22, 2022, at which time BCP and BCP GP became wholly owned subsidiaries of the Partnership. Immediately following the transaction, legacy shareholders of the Company held approximately 25% of the Companys outstanding shares (approximately 20% held by Apache Midstream LLC (Apache Midstream)) and legacy BCP and BCP GP unitholders held approximately 75% of the Companys outstanding Common Stock.
Redemption and exchange of common units for Class A Common Stock
In January 2022, a direct exchange by the Company and Apache Midstream was effectuated, pursuant to which the Company exchanged 12,500,000 Common Units held by Apache Midstream for 12,500,000 shares of Class A Common Stock, and cancelled a corresponding number of Apache Midstreams 12,500,000 shares of Class C Common Stock.
Immediately following consummation of the transaction, a direct redemption occurred between the Company and certain Contributor members, pursuant to which the Company exchanged with those Contributors 2,650,000 Common Units for 2,650,000 shares of Class A Common Stock, and cancelled a corresponding number of the Contributors 2,650,000 shares of Class C Common Stock.
2. | Basis of pro forma presentation |
The unaudited pro forma condensed consolidated combined financial statements were prepared in accordance with Article 11 of SEC Regulation S-X, as amended by the final rule, Release No. 33-10786, Amendments to Financial Disclosures about Acquired and Disposed Businesses. Release No. 33-10786 replaces the existing pro forma adjustment criteria with simplified requirements to depict the accounting for the transaction (Transaction Accounting Adjustments) and the Redemption and Exchange of Common Units for Class A Common Stock and present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur (Managements Adjustments). The adjustments presented in the unaudited pro forma condensed consolidated combined financial statements have been identified and presented to provide relevant information necessary for an understanding of the combined company after the consummation of the transaction and the Redemption and Exchange of Common Units for Class A Common Stock.
The unaudited pro forma condensed consolidated combined financial statements are based on the ALTM historical consolidated financial statements and the BCP historical consolidated financial statements as adjusted to give effect to the transaction and reasonably estimable synergies. The unaudited pro forma condensed consolidated combined statement of operations for the year ended December 31, 2021 gives effect to the transaction and the Redemption and Exchange of Common Units for Class A Common Stock as if they had occurred on January 1, 2021.
The unaudited pro forma condensed consolidated combined financial statements were prepared using the acquisition method of accounting with BCP considered the accounting acquirer of ALTM. Under the acquisition method of accounting, the purchase price is allocated to the underlying ALTM assets acquired and liabilities assumed based on their respective fair market values. Any excess of purchase price over the fair value of the net assets acquired will be recorded as goodwill.
Management has made significant estimates and assumptions in its determination of the pro forma adjustments. The pro forma adjustments reflecting the transaction are based on certain currently available information and certain assumptions and methodologies that management believes are reasonable under the circumstances. The pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available and is evaluated. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Management believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the transaction based on information available to management at this time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed consolidated combined financial statements.
The unaudited pro forma condensed consolidated combined financial statements do not give effect to any anticipated synergies, operating efficiencies, tax savings, or cost savings that may be associated with the transaction. The Company and BCP have not had any historical relationship prior to the transaction. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.
3. | Accounting treatment for the transaction |
The Company will be the legal acquiror of BCP. However, for accounting purposes, the transaction will be treated as a reverse merger and accounted for using the acquisition method in accordance with Accounting Standards Codification 805, Business Combinations. As such, the Company will be treated as the acquired company for accounting purposes. This determination is primarily based on the fact that subsequent to the transaction, BCP unitholders will have a majority of the voting power of the combined company, BCP will control a majority of the governing body of the combined company, and BCPs senior management will comprise the majority of the senior management of the combined company upon consummation of the transaction.
Accordingly, for financial reporting purposes, the net assets of BCP will be stated at historical carrying values and its consolidated financial statements will be presented as the predecessor to the combined company in the historical financial statements following the consummation of the transaction. Furthermore, for accounting purposes, the assets and liabilities of the Company will be recorded at their fair values measured as of the acquisition date, with any excess purchase price over the fair value of the net assets acquired, if any, to be recorded as goodwill. Based on the preliminary estimated fair values of the assets acquired and liabilities assumed, no goodwill was recognized in the transaction. The results of the Company will be presented within the consolidated results of BCP from the date of acquisition going forward.
4. | Preliminary estimated purchase price and purchase price allocation |
Management performed a preliminary estimation of fair values of the Company assets and liabilities as of March 31, 2022. As of the date of this Current Report on Form 8-K, BCP has not completed the detailed valuation studies necessary to arrive at the required estimates of the fair value of the Company assets to be acquired and the liabilities to be assumed and the related purchase price allocation. The preliminary fair value estimates are subject to change based on the final valuations. BCP estimated the preliminary fair value of the Company assets and liabilities based on discussions with the Companys management, preliminary valuation studies, due diligence, and information presented in the Company public filings. The final purchase price and purchase price allocation may be different than what is presented herein, and such differences could be material.
Preliminary estimated purchase price
The following table summarizes the preliminary estimate of the purchase price:
(in thousands, except shares and per share price) |
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Class A Common Stock shares outstanding |
16,246,460 | |||
Class A Common Stock share price |
$ | 62.35 | ||
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Equity portion of consideration effectively transferred |
$ | 1,012,967 | ||
Liability incurred for replacement share based awards |
$ | 778 | ||
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Total estimated consideration effectively transferred |
$ | 1,013,745 | ||
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The final purchase price will be based on the fair value of the issued and outstanding shares of Class A Common Stock as of the closing date of the Transactions (the Closing Date). For purposes of preparing these unaudited pro forma condensed consolidated combined financial statements, the estimated fair value is based on the closing stock price of the Class A Common Stock on the Closing Date of February 22, 2022.
Preliminary estimated purchase price allocation
The following table summarizes allocation of the preliminary estimate of the purchase price to the assets acquired and liabilities assumed
(in thousands): |
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Current assets |
$ | 30,423 | ||
Property, plant and equipment, net |
634,923 | |||
Intangible assets, net |
13,200 | |||
Equity method interests |
1,755,000 | |||
Goodwill |
3,894 | |||
Other noncurrent assets |
8,225 | |||
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Total assets acquired |
445,665 | |||
Accrued expenses and accrued liabilities |
(4,923 | ) | ||
Long-term debt assumed |
(657,000 | ) | ||
Derivative liabilities |
(89,050 | ) | ||
Mandatorily redeemable preferred unit limited partners |
(200,667 | ) | ||
Other non-current liabilities assumed |
(17,563 | ) | ||
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Total liabilities assumed |
(969,203 | ) | ||
Redeemable noncontrolling interest - Preferred Unit limited partners |
(462,717 | ) | ||
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Total consideration effectively transferred |
$ | 1,013,745 | ||
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5. | Adjustments to unaudited pro forma condensed consolidated combined statement of operations |
The pro forma adjustments, based on preliminary estimates that could change materially as additional information is obtained, are as follows:
Pro forma transaction accounting adjustments
(a) | Reflects the pro forma adjustments to eliminate historical depreciation and accretion expenses and record depreciation and amortization expense based on the fair value of the property plant and equipment and rights of way and the estimated remaining useful lives. |
(b) | Reflects a pro forma adjustment to record the Companys estimated transaction costs to be incurred of $13.1 million. |
(c) | Reflects the pro forma adjustments to eliminate historical unrealized derivative instrument gain and record unrealized derivative instrument loss based on the fair value of the derivative liability. |
(d) | Reflects a pro forma adjustment to record BCPs estimated transaction costs to be incurred of $5.6 million. |
(e) | Reflects a pro forma adjustment to eliminate equity in losses of EPIC Crude Oil Pipeline, LP unconsolidated affiliate, as no value was allocated in the transaction to EPIC Crude Oil Pipeline, LP. |
(f) | Reflects a pro forma adjustment to eliminate the historical deferred debt issuance costs amortization and reclass the legacy Altus interest expense to conform to BCPs accounting practices. |
(g) | Represents pro forma stock compensation expense for legacy BCP awards and replacement awards issued to acquired Altus employees. Stock compensation expense was calculated using an assumed grant date fair value of the Company Class A Common Stock of $62.35 per share based on the closing price as of February 22, 2022 and three- or four-year cliff vesting terms of assumed Restricted Share awards. |
(h) | Reflects a pro forma adjustment to record deferred income tax expense related to the fair value adjustments to the Companys assets. |
(i) | Reflects a pro forma adjustment to reverse transaction costs incurred during 2022. |
(j) | Reflects a pro forma adjustment to eliminate the historical impairment of EPIC Crude Oil Pipeline, LP equity method interest, as no value was allocated in the transaction to EPIC Crude Oil Pipeline, LP . |
(k) | Reflects a pro forma adjustment to reclassify transaction costs incurred by the Company to general and administrative expenses to conform to BCPs accounting practices. |
(l) | The pro forma basic and diluted number of shares presented in the unaudited pro forma condensed consolidated combined statement of operations are based upon the number of BCPs shares outstanding as if the transaction occurred on January 1, 2021. The calculation of weighted average shares outstanding for pro forma basic and diluted net income per share assumes that the shares issuable in connection with the transaction and the Redemption and Exchange of Common Units for Class A Common Stock have been outstanding for the entirety of the period presented. |
(m) | Represents pro forma adjustment for the amortization of the equity method investments basis step-ups that resulted from the purchase valuation. |
Pro forma management adjustments
(n) | Represents pro forma adjustment for expected synergies. These synergies relate to certain cost of sales deferred cost amortizations, miscellaneous operating expense savings, general and administrative expense reductions related to the elimination of the COMA and expected ad valorem synergies based on asset employment. |
Pro forma weighted average common shares outstanding presented in the unaudited pro forma condensed consolidated combined statement of operations for the year ended December 31, 2021 and the three months ended March 31, 2022 - basic and diluted are calculated as follows. The share amounts have not been adjusted for the announced stock split that will take effect on June 8, 2022
Basic number of shares |
Diluted number of shares |
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December 31, 2021 |
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Class A Common Stockholders |
18,896,460 | 18,896,460 | ||||||
Redeemable noncontrolling interest - Common Unit limited partners |
| 47,350,000 | ||||||
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18,896,460 | 66,246,460 | |||||||
March 31, 2022 |
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Class A Common Stockholders |
18,902,527 | 18,902,527 | ||||||
Redeemable noncontrolling interest - Common Unit limited partners |
| 47,343,933 | ||||||
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18,902,527 | 66,246,460 | |||||||
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