Form 4: ISQ Global Fund II GP LLC Reports Changes in Kinetik Holdings Inc. Ownership

ISQ Global Fund II GP LLC reports acquisition of Class A Common Stock in Kinetik Holdings Inc. due to Consideration Allocation Rights, while maintaining significant indirect beneficial ownership.

Summary

• ISQ Global Fund II GP LLC filed a Form 4 detailing changes in beneficial ownership of Kinetik Holdings Inc. Class A Common Stock.
• The transactions are related to a contribution agreement from October 21, 2021, involving Kinetik Holdings Inc., Kinetik Holdings LP, BCP Raptor Holdco, LP, and New BCP Raptor Holdco, LLC.
• The report indicates the acquisition of 234 shares of Class A Common Stock due to Consideration Allocation Rights.
• These rights allow the holder to receive additional shares if certain conditions related to forfeiture by original holders occur.
• Forfeiture can happen if Buzzard Midstream LLC doesn't receive $882,887,056.14 in cash proceeds by February 25, 2028, or due to termination of service/employment by February 25, 2025 or February 25, 2026.
• The reporting person's beneficial ownership following the reported transaction is 4,996,717 shares of Class A Common Stock.
• The reporting person also has 1,600,633 Consideration Allocation Rights.
• The securities are indirectly held by Buzzard Midstream LLC, with ISQ Global Fund II GP, LLC exercising voting and investment power.
• I Squared Capital, LLC is the sole member of Fund II GP, and ISQ Holdings, LLC is the managing member of I Squared Capital.
• Certain members of ISQ Holdings disclaim beneficial ownership based on the 'rule of three'.

Sentiment

Score: 6

Explanation: The document is a routine filing, indicating a neutral sentiment. The acquisition of shares through Consideration Allocation Rights could be seen as slightly positive, but it's contingent on future events.

Positives

• The acquisition of shares through Consideration Allocation Rights suggests potential future value if forfeiture conditions are met.

Risks

• The value of the Consideration Allocation Rights is contingent on specific conditions being met, including Buzzard Midstream LLC achieving certain cash proceeds and the continued service/employment of relevant parties.

Future Outlook

The future beneficial ownership of ISQ Global Fund II GP LLC is dependent on the fulfillment of conditions related to the Contribution Agreement and potential forfeiture of shares by original holders.

Industry Context

Form 4 filings are standard practice for reporting changes in beneficial ownership by company insiders and major shareholders, providing transparency to the market.

Stakeholder Impact

• The changes in beneficial ownership may be of interest to shareholders of Kinetik Holdings Inc.

Key Dates