Kinetik Announces $200 Million Private Placement of Additional 6.625% Sustainability-Linked Senior Notes due 2028
December 15 2023 - 8:24AM
Business Wire
Kinetik Holdings Inc. (NYSE: KNTK) (“Kinetik”) announced
today that its subsidiary, Kinetik Holdings LP (the
“Issuer”), intends to offer, subject to market and other
conditions, $200 million aggregate principal amount of
sustainability-linked senior notes due 2028 (the “Senior
Notes”) in an offering (the “Offering”) pursuant to Rule
144A and Regulation S under the Securities Act of 1933, as amended
(the “Securities Act”). The Senior Notes are being offered
as additional notes under the indenture dated as of December 6,
2023, as may be supplemented from time to time (the
“Indenture”), pursuant to which the Issuer has previously
issued $500 million aggregate principal amount of 6.625%
Sustainability-Linked Senior Notes due 2028 (the “Existing
Notes”). The Senior Notes will have substantially identical
terms, other than the issue date and issue price, as the Existing
Notes, and the Senior Notes and the Existing Notes will be treated
as a single series of securities under the Indenture and will vote
together as a single class. The Issuer intends to use the net
proceeds from the Offering to repay a portion of the outstanding
borrowings under its existing Term Loan Credit Facility.
The interest rate on the Senior Notes is linked to Kinetik’s
performance against sustainability performance targets related to
greenhouse gas and methane emissions reduction targets and the
representation of women in corporate officer positions. Kinetik
published a Sustainability-Linked Financing Framework (the
“Framework”) on May 16, 2022 and obtained a second party
opinion (“SPO”) on the Framework from ISS ESG. The Framework
and the SPO are available on Kinetik’s website.
The Senior Notes have not been and will not be registered under
the Securities Act or the securities laws of any state and may not
be offered or sold in the United States absent registration or an
applicable exemption from the registration requirements under the
Securities Act and applicable state securities laws.
The Senior Notes will be offered only to persons reasonably
believed to be qualified institutional buyers under Rule 144A under
the Securities Act and to non-U.S. persons outside the United
States under Regulation S under the Securities Act.
This news release does not constitute an offer to sell or a
solicitation of an offer to buy any securities, nor shall there be
any sale of any securities in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
About Kinetik Holdings Inc.
Kinetik is a fully integrated, pure-play, Permian-to-Gulf Coast
midstream C-corporation operating in the Delaware Basin. Kinetik is
headquartered in Midland, Texas and has a significant presence in
Houston, Texas. Kinetik provides comprehensive gathering,
transportation, compression, processing and treating services for
companies that produce natural gas, natural gas liquids, crude oil
and water.
Forward-looking statements
This news release includes certain statements that may
constitute “forward-looking statements” for purposes of the federal
securities laws. Forward-looking statements include, but are not
limited to, statements that refer to projections, forecasts or
other characterizations of future events or circumstances,
including any underlying assumptions. The words “anticipate,”
“believe,” “continue,” “could,” “estimate,” “expect,” “intends,”
“may,” “might,” “plan,” “seeks,” “possible,” “potential,”
“predict,” “project,” “prospects,” “guidance,” “outlook,” “should,”
“would,” “will,” and similar expressions may identify
forward-looking statements, but the absence of these words does not
mean that a statement is not forward-looking. These statements
include, but are not limited to, statements about Kinetik’s future
plans, expectations, and objectives for Kinetik’s operations,
including statements about strategy, synergies, and future
operations, sustainability initiatives, the Offering and the use of
proceeds therefrom. While forward-looking statements are based on
assumptions and analyses made by us that we believe to be
reasonable under the circumstances, whether actual results and
developments will meet our expectations and predictions depend on a
number of risks and uncertainties which could cause our actual
results, performance, and financial condition to differ materially
from our expectations. See Part I, Item 1A. Risk Factors in our
Annual Report on Form 10-K for the year ended December 31, 2022.
Any forward-looking statement made by us in this news release
speaks only as of the date on which it is made. Factors or events
that could cause our actual results to differ may emerge from time
to time, and it is not possible for us to predict all of them. We
undertake no obligation to publicly update any forward-looking
statement, whether as a result of new information, future
development, or otherwise, except as may be required by law.
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version on businesswire.com: https://www.businesswire.com/news/home/20231215226328/en/
Kinetik Investors: (713) 487-4832 Maddie Wagner (713) 574-4743
Alex Durkee
Kinetik (NYSE:KNTK)
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