SCHEDULE 13D/A: Major Shareholder Updates Kinetik Holdings Inc. Stake Following Unit Conversion and Sale

ISQ Global Fund II GP LLC and affiliated entities have updated their beneficial ownership in Kinetik Holdings Inc. to 27.5% following the conversion and sale of 4.26 million common units by Buzzard Midstream LLC.

Summary

• ISQ Global Fund II GP LLC, I Squared Capital, LLC, ISQ Holdings, LLC, Wahba Sadek, and Gautam Bhandari (the "Reporting Persons") have filed Amendment No. 12 to their Schedule 13D, updating their beneficial ownership in Kinetik Holdings Inc.'s Class A Common Stock.
• On June 4, 2025, Buzzard Midstream LLC redeemed 4,262,090 Common Units for an equal number of Class A Common Stock shares, which were subsequently sold for the account of Buzzard Midstream LLC at $44.16 per share.
• As of the filing date, the Reporting Persons collectively beneficially own 24,169,892 shares of Class A Common Stock, representing approximately 27.5% of the total outstanding Class A Common Stock.
• This beneficial ownership includes 1 share of Class A Common Stock, 22,569,492 Common Units (redeemable for Class A shares), and 1,600,399 shares acquirable under the Contribution Allocation Agreement.
• The percentage ownership calculation incorporates 60,922,483 Class A shares outstanding as of April 30, 2025, the 4,262,090 shares issued to Buzzard Midstream LLC on June 4, 2025, and the 22,569,492 shares issuable to the Reporting Persons.
• The Reporting Persons explicitly disclaim being part of a "group" with Blackstone, Apache, and their affiliates for Section 13(d) purposes.

Sentiment

Score: 5

Explanation: Neutral. The document is a factual disclosure of changes in beneficial ownership and a specific share transaction by a third party (Buzzard Midstream LLC), not directly reflecting positive or negative sentiment about Kinetik Holdings Inc.'s operational performance or future prospects. The sale of shares by Buzzard Midstream LLC could be interpreted neutrally as a portfolio rebalancing or slightly negatively as a divestment, but without further context, it's a standard ownership update.

Positives

• A significant block of 4,262,090 Class A Common Stock shares was sold at a price of $44.16 per share, indicating a specific market valuation for a substantial stake.

Negatives

• Buzzard Midstream LLC converted 4,262,090 Common Units into Class A Common Stock and subsequently sold all these shares, which could be interpreted as a reduction in a significant holder's direct stake.

Risks

• The Reporting Persons explicitly disclaim being a 'group' with Blackstone, Apache, and their affiliates for Section 13(d) purposes, which serves as a legal clarification to avoid potential regulatory implications of joint beneficial ownership.

Future Outlook

NA

Industry Context

This filing is a routine update of beneficial ownership by a significant shareholder group in a midstream energy company. Such disclosures are common and reflect changes in investment positions rather than broader industry trends, though the underlying company's performance would be influenced by the energy sector's dynamics.

Related Party Transactions

• Buzzard Midstream LLC, which converted and sold 4,262,090 Common Units, is involved in a transaction that could be considered related party given the context of the Third A&R LPA and the broader agreements mentioned in the original Schedule 13D.
• The Reporting Persons describe arrangements involving Blackstone and Apache and their affiliates in Item 4 of the Schedule 13D, although they disclaim being a 'group' with these entities.

Stakeholder Impact

• Shareholders: The updated beneficial ownership percentage provides clarity on the concentration of ownership. The sale of a large block of shares by Buzzard Midstream LLC could impact market liquidity and potentially share price in the short term.
• Investors: Provides updated information on significant shareholder activity, which can be a factor in investment decisions.

Key Dates

Recommendation

Keywords

Kinetik Holdings Inc., Class A Common Stock, Schedule 13D, Beneficial Ownership, SEC Filing, ISQ Global Fund, Buzzard Midstream, Share Sale, Common Units, Corporate Governance, Investment