ISQ Global Fund II GP Files SC 13D/A Amendment for Kinetik Holdings

TL;DR

ISQ Global Fund II GP updated their Kinetik Holdings stake filing - watch for ownership changes.

AI Summary

On March 11, 2024, ISQ Global Fund II GP, LLC, through its group members I Squared Capital, LLC and ISQ Holdings, LLC, filed an amendment (No. 8) to their Schedule 13D concerning Kinetik Holdings Inc. The filing indicates a change in beneficial ownership, though specific new holdings or dollar amounts are not detailed in this excerpt.

Why It Matters

This amendment signals a potential shift in the ownership structure or strategy of Kinetik Holdings Inc., which could impact its stock performance and future corporate actions.

Risk Assessment

Risk Level: medium — Schedule 13D filings often precede significant corporate events or changes in control, introducing uncertainty.

Key Players & Entities

• ISQ Global Fund II GP, LLC (company) — Filing entity
• Kinetik Holdings Inc. (company) — Subject company
• I Squared Capital, LLC (company) — Group member
• ISQ Holdings, LLC (company) — Group member
• Gautam Bhandari (person) — Associated with ISQ Global Fund II GP, LLC

FAQ

Key Financial Figures

• $0.0001 — ssuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti
• $34.0739 — mon Stock with a value of approximately $34.0739 per share in lieu of cash dividends. Th

Filing Documents

• ef20023853_sc13da.htm (SC 13D/A) — 135KB
• 0001140361-24-012614.txt ( ) — 137KB

of the Schedule 13D is hereby amended and supplemented as follows

Item 1 of the Schedule 13D is hereby amended and supplemented as follows: The Amendment No. 8 to Schedule 13D (" Amendment No. 8 ") is being filed by the undersigned, pursuant to Rule 13d-2(a) under the Act, with respect to the Class A common stock, par value $0.0001 per share (the " Class A Common Stock "), of Kinetik Holdings Inc., a Delaware corporation formerly known as Altus Midstream Company (the " Issuer "). The principal executive offices of the Issuer are located at 2700 Post Oak Boulevard, Suite 300, Houston, Texas 77056. This Amendment No. 8 amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the " SEC ") on March 4, 2022 (the " Original Schedule 13D "), as amended by Amendment No. 1, filed with the SEC on May 19, 2022, Amendment No. 2, filed with the SEC on August 19, 2022, Amendment No. 3, filed with the SEC on November 21, 2022, Amendment No. 4, filed with the SEC on February 21, 2023, Amendment No. 5, filed with the SEC on May 19, 2023, Amendment No. 6, filed with the SEC on August 18, 2023, and Amendment No. 7, filed with the SEC on November 27, 2023 (collectively, the " Schedule 13D "). Capitalized terms used herein and not otherwise defined in this Amendment No. 8 have the meanings previously defined in the Schedule 13D. Except as specifically provided herein, this Amendment No. 8 does not modify any of the information previously reported in the Schedule 13D. Item 3. Source and Amount of Funds or Other Consideration

of the Schedule 13D is hereby amended and supplemented as follows

Item 3 of the Schedule 13D is hereby amended and supplemented as follows: On March 7, 2024, pursuant to the terms of the DRIP Agreement and the Mandatory DRIP, the Reporting Persons acquired 605,064 shares of Class A Common Stock with a value of approximately $34.0739 per share in lieu of cash dividends. This transaction was exempt from reporting under Section 16(a) of the Act pursuant to Rule 16a-11 under the Act. Item 4. Purpose of Transaction

of the Schedule 13D is hereby amended and supplemented as follows

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The response to Item 3 of this Amendment No. 8 is hereby incorporated by reference herein. Item 5. Interest in Securities of the Issuer

(a) - (c) of the Schedule 13D is hereby amended and supplemented as follows

Item 5(a) - (c) of the Schedule 13D is hereby amended and supplemented as follows: (a) and (b) As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of 34,086,514 shares of Class A Common Stock, which represents approximately 39.2% of the Class A Common Stock outstanding, as calculated pursuant to Rule 13d-3(d)(1)(i) under the Act. This amount consists of (i) 4,996,483 shares of Class A Common Stock, (ii) 27,489,164 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis (or, at the Partnership's option, an equivalent amount of cash), and (iii) 1,600,867 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement. Each of the Reporting Persons may be deemed to have shared, not sole, power to vote or to direct the vote, and shared, not sole, power to dispose or to direct the disposition, of the 34,086,514 shares of Class A Common Stock reported herein as beneficially owned by the Reporting Persons. The percentage ownership reported herein is calculated based on the sum of (i) 59,635,172 shares of Class A Common Stock outstanding as of March 7, 2024, based on information from the Issuer, and (ii) 27,489,164 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. In discussing certain agreements and arrangements in Item 4 of the Schedule 13D, the Reporting Persons (including through certain of their affiliates) describe arrangements involving Blackstone and Apache and certain of their respective affiliates. However, neither the filing of the Schedule 13D (including this Amendment No. 8) nor

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View this SC 13D/A filing on SEC EDGAR