Kinetik Holdings Inc. 10-Q

ITEM 1A. RISK FACTORS Please refer to Part I, Item 1A—Risk Factors of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020. Risks Related to the Transactions Contemplated by the Contribution Agreement Failure to complete, or significant delays in completing, the transactions could negatively affect the trading price of the Company’s Class A Common Stock and its future business and financial results. Completion of the transactions is not assured and is subject to risks, including the risks that approval of the issuance of the equity consideration by the Company’s stockholders or approval of the transactions by governmental agencies is not obtained or that other closing conditions are not satisfied. If the transactions are not completed, or if there are significant delays in completing the transactions, the trading price of the Company’s Class A Common Stock and its future business and financial results could be negatively affected, and the Company will be subject to several risks, including the following: • the Company may be liable for damages to Contributor under the terms of the Contribution Agreement; • negative reactions from the financial markets, including a decline in the trading price of the Company’s Class A Common Stock due to the fact that current prices may reflect a market assumption that the transactions will be completed; • having to pay certain significant costs relating to the transactions, including, in certain circumstances, a termination fee to Contributor; and • the attention of the Company’s management will have been diverted to the transactions rather than the Company’s own operations and pursuit of other opportunities that could have been beneficial to it. The pendency of the transactions could materially adversely affect the Company’s future business and operations or result in a loss of personnel. Uncertainty about the effect of the transactions on personnel, customers, and suppliers may have an adverse effect on the Company’s business. These uncertainties may impair the ability to attract, retain, and motivate key personnel of Apache providing services to Altus pursuant to the COMA until the transactions are consummated and for a period of time thereafter, and could cause customers, suppliers, and others who deal with the Company to change their existing business relationships, which could negatively affect the Company’s revenues, earnings, and cash flows, as well as the market price of the Company’s Class A Common Stock, regardless of whether the transactions are completed. Retention of personnel may be particularly challenging during the pendency of the transactions because personnel may experience uncertainty about their future roles with the combined company. If, despite retention efforts, key personnel depart because of issues relating to the uncertainty and difficulty of integration or a desire not to remain with or join the combined company, the Company’s business could be seriously harmed. Similar risks could affect BCP and, therefore, the combined company if the transactions are completed. The Contribution Agreement includes restrictions relating to the conduct of the Company’s business while the transactions are pending, which could adversely affect the Company’s business and operations. Under the terms of the Contribution Agreement, the Company is subject to certain restrictions on the conduct of its business prior to completing the transactions, which may adversely affect its ability to execute certain of its business strategies, including, subject to certain exceptions, restrictions on the acquisition or disposition of assets, the incurrence capital expenditures, the entry into contracts, the incurrence of indebtedness, or the settlement of claims and lawsuits, unless the Company obtains the prior written consent of Contributor. Such limitations could negatively affect the Company’s business and operations prior to the completion of the transactions. 40 ITEM 6. EXHIBITS EXHIBIT NO. DESCRIPTION 2.1*** – Contribution Agreement, dated as of August 8, 2018, by and among Kayne Anderson Acquisition Corp., Altus Midstream LP, Apache Midstream LLC, Alpine High Gathering LP, Alpine High Pipeline LP, Alpine High Processing LP, Alpine High NGL Pipeline LP and Alpine High Subsidiary GP LLC (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on August 8, 2018, SEC File No. 001-38048). 2.2 † – Contribution Agreement, dated October 21, 2021, by and among Altus Midstream Company, Altus Midstream LP, New BCP Raptor Holdco, LLC, and BCP Raptor Holdco, LP (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed on October 21, 2021, SEC File No. 001-38048). 3.1 – Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed on November 13, 2018, SEC File No. 001-38048). 3.2 – First Amendment to Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed July 1, 2020, SEC File No. 001-38048). 3.3 – Bylaws (incorporated by reference to Exhibit 3.3 to the Company’s Registration Statement on Form S-1 filed on March 7, 2017, SEC File No. 333-216514). 10.1 †‡ – Gas Processing Agreement, dated effective September 1, 2021, by and between Apache Corporation and Altus Midstream Processing LP (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on October 14, 2021, SEC File No. 001-38048). 31.1* – Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a). 31.2* – Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a). 32.1** – Certification of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(b) and 18 U.S.C. 1350. 101* – The following financial statements from the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2021, formatted in Inline XBRL: (i) Statement of Consolidated Operations, (ii) Statement of Consolidated Comprehensive Income (Loss), (iii) Consolidated Balance Sheet, (iv) Statement of Consolidated Cash Flows, (v) Statement of Consolidated Changes in Equity and Noncontrolling Interests, and (vi) Notes to Consolidated Financial Statements, tagged as blocks of text and including detailed tags. 101.SCH* – Inline XBRL Taxonomy Schema Document. 101.CAL* – Inline XBRL Calculation Linkbase Document. 101.DEF* – Inline XBRL Definition Linkbase Document. 101.LAB* – Inline XBRL Label Linkbase Document. 101.PRE* – Inline XBRL Presentation Linkbase Document. 104* – Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). * Filed herewith. ** Furnished herewith. *** Schedules and exhibits to this Exhibit have been omitted pursuant to Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. † Portions of this Exhibit have been omitted, pursuant to Regulation S-K Item 601(b)(10)(iv), because the omitted information is both not material and is the type that the Company treats as private or confidential. Schedules and exhibits to this Exhibit have been omitted, pursuant to Regulation S-K Item 601(a)(5). The Company agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request; provided, however, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished. ‡ Portions of this Exhibit have been omitted, pursuant to Regulation S-K Item 601(b)(10)(iv), because the omitted information is both not material and is the type that the Company treats as private or confidential. 41 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ALTUS MIDSTREAM COMPANY Dated: November 4, 2021 /s/ Ben C. Rodgers Ben C. Rodgers Chief Financial Officer and Treasurer (Principal Financial Officer) Dated: November 4, 2021 /s/ Rebecca A. Hoyt Rebecca A. Hoyt Senior Vice President, Chief Accounting Officer, and Controller (Principal Accounting Officer) 42