Kinetik Prices Upsized $300 Million Private Placement of Additional 6.625% Sustainability-Linked Senior Notes Due 2028
December 15 2023 - 4:15PM
Business Wire
Kinetik Holdings Inc. (NYSE: KNTK) (“Kinetik”) today
announced that its subsidiary, Kinetik Holdings LP (the
“Issuer”), has priced its previously announced offering of
$300 million sustainability-linked senior notes due 2028 (the
“Senior Notes”). The size of the offering was increased from
the previously announced $200 million to $300 million. The Senior
Notes were priced at 100.500% of par, plus accrued and unpaid
interest from December 6, 2023. The Senior Notes mature on December
15, 2028, pay interest at the rate of 6.625% per year and are
payable on June 15 and December 15 of each year. The first interest
payment will be made on June 15, 2024. The Senior Notes will be
fully and unconditionally guaranteed by Kinetik. 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 Offering is expected to close on December 19, 2023,
subject to customary closing conditions.
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 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 of 1933, as amended (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 were offered only to persons reasonably
believed to be qualified institutional buyers under Rule 144A 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/20231215824484/en/
Kinetik Investors: (713) 487-4832 Maddie Wagner (713) 574-4743
Alex Durkee
Kinetik (NYSE:KNTK)
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