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

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

Summary

• On October 24, 2024, Blackstone Holdings III L.P. and related entities reported transactions in Kinetik Holdings Inc. (KNTK) Class A Common Stock.
• The transactions involved the acquisition of shares through the settlement of Consideration Allocation Rights.
• 481 shares of Class A Common Stock were acquired, resulting in a total of 10,256,208 shares beneficially owned indirectly by BCP Raptor Aggregator, LP.
• Additionally, 78 shares of Class A Common Stock were acquired, resulting in a total of 1,658,066 shares beneficially owned indirectly by BX Permian Pipeline Aggregator LP.
• The Consideration Allocation Rights are related to an agreement dated February 22, 2022, where additional shares of Class A Common Stock may be issued on February 25, 2025, and February 25, 2026, or an earlier settlement date, based on forfeitures by original holders from a Contribution Agreement dated October 21, 2021.

Sentiment

Score: 5

Explanation: The document is a standard regulatory filing, indicating a neutral sentiment. It reports transactions related to existing agreements, without expressing any positive or negative outlook.

Positives

• The acquisition of shares through Consideration Allocation Rights settlement indicates the fulfillment of certain conditions related to the original Contribution Agreement.

Risks

• The value of the Consideration Allocation Rights is contingent on the forfeiture of shares by original holders, introducing uncertainty in future share allocations.

Future Outlook

The document outlines potential future share issuances on February 25, 2025, and February 25, 2026, contingent on forfeitures by original holders as per the Consideration Allocation Agreement.

Industry Context

This filing reflects ownership adjustments within Kinetik Holdings, an energy infrastructure company, by a major investment firm, Blackstone. Such filings are common and provide transparency into significant ownership changes that could influence the company's strategic direction.

Comparison to Industry Standards

• Form 4 filings are standard practice for reporting changes in beneficial ownership by insiders, as mandated by the SEC.
• Blackstone's investment in Kinetik Holdings is similar to other private equity firms' investments in energy infrastructure companies, such as EQT's investment in Equitrans Midstream or Brookfield Infrastructure Partners' investments in various energy assets.
• The size of Blackstone's holdings in Kinetik is substantial, reflecting a significant ownership stake and potential influence over the company's decisions.

Stakeholder Impact

• The change in beneficial ownership may be of interest to shareholders, as it reflects the holdings of a major investor, Blackstone.
• The potential future issuance of shares could impact the ownership structure and potentially dilute existing shareholders, depending on the extent of forfeitures and subsequent allocations.

Next Steps

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

Key Dates