SCHEDULE 13D/A: Kinetik Holdings: ISQ Entities Maintain Significant Stake Amidst Recent Share Sales
Beneficial Ownership Update
ISQ Global Fund II GP LLC and its affiliates have filed an Amendment No. 11 to their Schedule 13D, reporting a continued beneficial ownership of 32.5% in Kinetik Holdings Inc. Class A Common Stock, following recent redemptions and sales by Buzzard Midstream LLC.
Summary
- ISQ Global Fund II GP LLC, I Squared Capital, LLC, ISQ Holdings, LLC, Wahba Sadek, and Gautam Bhandari collectively report beneficial ownership of 28,431,982 shares of Kinetik Holdings Inc. Class A Common Stock.
- This beneficial ownership represents approximately 32.5% of the total Class A Common Stock outstanding.
- The reported ownership includes 1 share of Class A Common Stock, 26,831,582 Common Units (redeemable for Class A Common Stock on a one-for-one basis), and 1,600,399 shares acquirable under the Contribution Allocation Agreement.
- The percentage ownership calculation is based on 60,078,190 Class A shares outstanding as of February 21, 2025, plus 657,582 shares issued to Buzzard Midstream LLC on March 17, 2025, and 26,831,582 shares issuable to the Reporting Persons.
- On March 17, 2025, Buzzard Midstream LLC redeemed 657,582 Common Units for an equal number of Class A Common Stock.
- Buzzard Midstream LLC subsequently sold 1,044,519 shares of Class A Common Stock on March 17, 2025, and 657,582 shares on March 18, 2025, both at a price of $52.66 per share.
- The Reporting Persons disclaim being part of a 'group' with Blackstone, Apache, and their respective affiliates for Section 13(d) purposes.
Sentiment
Score: 5
Explanation: The document is a factual disclosure of beneficial ownership and recent share transactions, carrying a neutral sentiment. It does not contain positive or negative operational or financial news for the issuer, Kinetik Holdings Inc.
Future Outlook
The document does not contain any forward-looking statements or guidance regarding the company's future operations or financial performance. It is solely an update on beneficial ownership and related transactions.
Industry Context
This filing is a routine update on significant ownership stakes in a publicly traded company, common in the midstream energy sector. It reflects an investor's ongoing position and recent adjustments, rather than broader industry trends or competitive shifts.
Related Party Transactions
- On March 17, 2025, Buzzard Midstream LLC, which is related to the Reporting Persons, redeemed 657,582 Common Units for an equal number of Class A Common Stock.
- On March 17, 2025, and March 18, 2025, Buzzard Midstream LLC sold a total of 1,702,101 shares of Class A Common Stock at $52.66 per share.
Stakeholder Impact
- Shareholders: The filing provides transparency regarding the significant ownership stake held by ISQ entities and recent share sales by Buzzard Midstream LLC, which could influence market perception of liquidity and major holder activity.
Key Dates
| Date | Description |
|---|---|
| 2022-03-04 | Original Schedule 13D filed with the SEC. |
| 2025-02-21 | Date as of which 60,078,190 shares of Class A Common Stock were outstanding, as reported in the Issuer's Form 10-K. |
| 2025-03-03 | Issuer's annual report on Form 10-K filed with the SEC. |
| 2025-03-14 | Filing date of Amendment No. 10 to the Schedule 13D. |
| 2025-03-17 | Date of event requiring filing of this statement; Buzzard Midstream LLC redeemed 657,582 Common Units for Class A Common Stock; 1,044,519 shares of Class A Common Stock sold for Buzzard Midstream LLC. |
| 2025-03-18 | 657,582 shares of Class A Common Stock sold for Buzzard Midstream LLC. |
| 2025-03-19 | Date of filing of Amendment No. 11 to Schedule 13D. |
Keywords
Kinetik Holdings Inc., Class A Common Stock, Schedule 13D, Beneficial Ownership, ISQ Global Fund II GP LLC, I Squared Capital, Buzzard Midstream LLC, Share Redemption, Share Sale, SEC Filing, Investment Holdings
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