SELLING STOCKHOLDERS
The selling stockholders named below may offer and sell from time to time in the future up to an aggregate of 107,580,912 shares of our
Class A common stock, par value $0.0001 per share. The term selling stockholders includes the stockholders listed in the table below and their transferees, pledgees, donees, assignees or other successors.
On February 22, 2022, the Company completed the transactions contemplated by that certain Contribution Agreement, dated October 21,
2021, (the Contribution Agreement and the completion of such transactions, the Closing) by and among the Company, Kinetik OpCo, New BCP Raptor Holdco, LLC, a Delaware limited liability company (New Raptor), and,
solely for the purposes set forth therein, BCP Raptor Holdco, LP, a Delaware limited partnership (Raptor). Pursuant to the Contribution Agreement, New Raptor contributed all of the equity interests of Raptor and BCP Raptor Holdco GP,
LLC, a Delaware limited liability company, to Kinetik Holdings LP in exchange for 50,000,000 Common Units and 50,000,000 shares of Class C common stock.
In connection with the receipt of such Common Units and shares of Class C common stock, 2,650,000 Common Units were redeemed on a one-for-one basis for shares of Class A common stock (the Conversion), with 2,599,801 of those shares being subject to forfeiture back to the Company in
certain circumstances (the Restricted Shares), and a corresponding number of shares of Class C common stock were cancelled. Following the Conversion, New Raptor distributed the Equity Consideration (as defined below) on a pro rata
basis, subject to certain transfer restrictions and, in the case of the Restricted Shares, forfeiture provisions set forth on the legends thereto (the Distribution). The transactions contemplated by the Contribution Agreement, the
Conversion and the Distribution are collectively referred to herein as the Transaction. The number of shares in the foregoing descriptions do not reflect the Companys two-for-one stock split, which was effected on June 8, 2022 and
is further described below.
In connection with Distribution, the Company entered into that certain Consideration Allocation Rights
Agreement, dated as of February 22, 2022, with BCP Aggregator, BX Permian, Buzzard Midstream LLC, a Delaware limited liability company and controlled affiliate of ISQ Global Infrastructure Fund II L.P. (Buzzard), and certain other
parties listed on the signature pages thereto (the Consideration Allocation Agreement), pursuant to which the Issuer agreed that it would re-issue, on a one-for-one basis, shares of Class A common stock to the extent Restricted Shares are forfeited by the original holders thereof on February 25, 2025 and February 26, 2026, or an earlier
settlement date as described in the certain restricted stock agreements (such rights to receive re-issued shares, Consideration Allocation Rights, and together with Common Units and Class C
common stock received at Closing, the Equity Consideration). Shares of Class A common stock will be issued pursuant to Consideration Allocation Rights solely to the extent a corresponding forfeiture of Restricted Shares has
occurred.
In connection with the closing of the Transaction, the Company entered into a Dividend and Distribution Reinvestment Agreement
(the Reinvestment Agreement) with Kinetik Holdings LP, APA Corporation, Apache Midstream, Buzzard, BCP Aggregator, BX Permian, Raptor, and certain other individuals associated with Raptor (collectively, the Reinvestment
Holders).
On June 8, 2022, the Company effected
a two-for-one stock split with respect to its Class A common stock, and its Class C common stock in the form of a stock dividend (the Stock
Split). The Stock Split was accomplished by distributing one additional share of Class A common stock for each share of Class A common stock outstanding and one additional share of Class C common stock for each share of
Class C common stock outstanding. Following the Stock Split, there were 134,996,928 shares of common stock outstanding.
We are
filing this prospectus pursuant to the Registration Rights Agreement.
Pursuant to the Registration Rights Agreement, we will pay all
expenses relating to the offering of these shares, except that the selling stockholders will pay any underwriting discounts or commissions. See Description of Capital StockRegistration Rights Agreement. We will indemnify the
selling stockholders
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