Item 1.01 Entry into a Material Definitive Agreement.
offering (the “Notes Offering”) 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
Morgan Securities LLC
pursuant to Rule 144A and Regulation S of the Securities Act of 1933, as amended
(the “Securities Act”), and may not be sold in
registration or an applicable exemption from the registration requirements.
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.
The terms of the Notes are governed by the Indenture, dated as of
(the “Indenture”), by and among
“Trustee”). The Notes will mature on
each year, commencing
The Notes are unsecured and will rank equally in right of payment with all
existing and future unsubordinated indebtedness 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
indebtedness. The Notes and the guarantee will be structurally subordinated to
any indebtedness or other liabilities of
not guarantors of the Notes.
On or after
the Notes at the redemption prices specified in the Indenture. Prior to such
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
increased by an additional 0.2500% per annum unless
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
to the Sustainability Performance Targets (the “External Verifier”). If
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
Upon the occurrence of certain changes in control,
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
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.
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
Revolving Credit Agreement
“Revolving Credit Agreement”) among
thereto, as lenders. The Revolving Credit Agreement provides for a
senior unsecured revolving credit facility, which includes a
sublimit for the issuance of letters of credit, and a
for swingline loans.
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
under the Revolving Credit Agreement are guaranteed by the Company.
. . .
Item 1.02. Termination of a Material Definitive Agreement.
into the Revolving Credit Agreement and the Term Loan Credit Agreement, the
Company repaid all outstanding borrowings under the Credit Agreement, dated as
the issuing banks party thereto,
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
filed with the
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.
its Class A Common Stock, par value
Stock”), and its Class
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
Following the Stock Split, there were 134,996,928 shares of Common Stock
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 LPand 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 LPand 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 LPand 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
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