Form 4: Blackstone Affiliates Report Class A Common Stock Transactions in Kinetik Holdings Inc.

Blackstone-affiliated entities report the acquisition of Class A Common Stock in Kinetik Holdings Inc. through the settlement of Consideration Allocation Rights.

Summary

• BCP Raptor Aggregator L.P. and BX Permian Pipeline Aggregator LP, both affiliated with Blackstone, acquired Class A Common Stock of Kinetik Holdings Inc. on October 24, 2024.
• The acquisitions were made through the settlement of Consideration Allocation Rights as per the Allocation Agreement dated February 22, 2022.
• BCP Raptor Aggregator L.P. acquired 481 shares of Class A Common Stock and now beneficially owns 10,256,208 shares indirectly.
• BX Permian Pipeline Aggregator LP acquired 78 shares of Class A Common Stock and now beneficially owns 1,658,066 shares indirectly.
• The Consideration Allocation Rights allow holders to receive additional shares of Class A Common Stock on specified future dates if certain shares are forfeited by original holders.
• Several Blackstone entities, including BCP VII/BEP II Holdings Manager L.L.C., Blackstone Energy Management Associates II L.L.C., and others, are involved in the indirect ownership structure.
• The reporting persons disclaim beneficial ownership of the securities held by other reporting persons, except to the extent of their pecuniary interest.

Sentiment

Score: 7

Explanation: The sentiment is neutral to slightly positive. The filing reflects a planned transaction and ongoing investment by Blackstone, which is generally a positive signal. However, it's a routine filing and doesn't indicate any major strategic shift.

Positives

• The acquisition of shares indicates continued investment and confidence in Kinetik Holdings Inc. by Blackstone affiliates.

Future Outlook

The document references future potential allocations of Class A Common Stock on February 25, 2025, and February 25, 2026, contingent on forfeitures by original holders.

Management Comments

• Each of the Reporting Persons (other than to the extent it directly holds securities reported herein) disclaims beneficial ownership of the securities held by the other Reporting Persons, except to the extent of such Reporting Person's pecuniary interest therein.

Industry Context

This filing reflects ongoing ownership adjustments and potential future equity allocations within Kinetik Holdings, a company operating in the midstream energy sector. Such adjustments are common among companies with complex ownership structures and prior agreements.

Comparison to Industry Standards

• Form 4 filings are standard practice for reporting changes in beneficial ownership by insiders and significant shareholders in publicly traded companies.
• The structure of Blackstone's investment through multiple affiliated entities is a common practice for private equity firms.
• The use of Consideration Allocation Rights is a specific mechanism tied to the Contribution Agreement and Allocation Agreement, which may not be directly comparable to standard equity compensation plans but serves a similar purpose of aligning incentives.

Stakeholder Impact

• The transaction has a minor positive impact on shareholders as it reflects continued investment by a major shareholder.
• The transaction has no immediate impact on employees, customers, suppliers, or creditors.

Next Steps

• Potential future allocations of Class A Common Stock on February 25, 2025, and February 25, 2026, depending on forfeitures.

Key Dates