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SCHEDULE 13D/A 0000905148-22-000294 0001904934 XXXXXXXX LIVE 9 Class A Common Stock, par value $0.0001 per share 03/04/2025 false 0001692787 02215L209 Kinetik Holdings Inc. 2700 Post Oak Boulevard Suite 300 Houston TX 77056-4400 Gautam Bhandari (786) 693-5700 ISQ Global Fund II GP, LLC 600 Brickell Avenue, Penthouse Miami FL 33131-3067 0001904934 ISQ Global Fund II GP LLC b OO DE 0 30134083 0 30134083 30134083 N 34.4 OO (1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 27,489,164 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis. (2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement. (3) Percentage ownership calculated based on the sum of (i) 60,078,190 shares of Class A Common Stock outstanding as of February 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the SEC on March 3, 2025, and (ii) 27,489,164 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. 0001904404 I Squared Capital, LLC b OO E9 0 30134083 0 30134083 30134083 N 34.4 HC OO (1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 27,489,164 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis. (2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement. (3) Percentage ownership calculated based on the sum of (i) 60,078,190 shares of Class A Common Stock outstanding as of February 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the SEC on March 3, 2025, and (ii) 27,489,164 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. 0001904413 ISQ Holdings, LLC b OO E9 0 30134083 0 30134083 30134083 N 34.4 HC OO (1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 27,489,164 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis. (2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement. (3) Percentage ownership calculated based on the sum of (i) 60,078,190 shares of Class A Common Stock outstanding as of February 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the SEC on March 3, 2025, and (ii) 27,489,164 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. 0002020905 Wahba Sadek b OO X1 0 30134083 0 30134083 30134083 N 34.4 IN HC (1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 27,489,164 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis. (2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement. (3) Percentage ownership calculated based on the sum of (i) 60,078,190 shares of Class A Common Stock outstanding as of February 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the SEC on March 3, 2025, and (ii) 27,489,164 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. 0002020876 Bhandari Gautam b OO X1 0 30134083 0 30134083 30134083 N 34.4 IN HC (1) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 27,489,164 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis. (2) Shared voting and dispositive power and the aggregate amount beneficially owned by each reporting person include 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement. (3) Percentage ownership calculated based on the sum of (i) 60,078,190 shares of Class A Common Stock outstanding as of February 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the SEC on March 3, 2025, and (ii) 27,489,164 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. Class A Common Stock, par value $0.0001 per share Kinetik Holdings Inc. 2700 Post Oak Boulevard Suite 300 Houston TX 77056-4400 The Amendment No. 9 to Schedule 13D ("Amendment No. 9") is being filed by the undersigned, pursuant to Rule 13d-2(a) under the Act, with respect to the Class A common stock, par value $0.0001 per share (the "Class A Common Stock"), of Kinetik Holdings Inc., a Delaware corporation formerly known as Altus Midstream Company (the "Issuer"). The principal executive offices of the Issuer are located at 2700 Post Oak Boulevard, Suite 300, Houston, Texas 77056. This Amendment No. 9 amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission (the "SEC") on March 4, 2022 (the "Original Schedule 13D"), as amended by Amendment No. 1, filed with the SEC on May 19, 2022, Amendment No. 2, filed with the SEC on August 19, 2022, Amendment No. 3, filed with the SEC on November 21, 2022, Amendment No. 4, filed with the SEC on February 21, 2023, Amendment No. 5, filed with the SEC on May 19, 2023, Amendment No. 6, filed with the SEC on August 18, 2023, Amendment No. 7, filed with the SEC on November 27, 2023, and Amendment No. 8, filed with the SEC on March 11, 2024 (collectively, the "Schedule 13D"). Capitalized terms used herein and not otherwise defined in this Amendment No. 9 have the meanings previously defined in the Schedule 13D. Except as specifically provided herein, this Amendment No. 9 does not modify any of the information previously reported in the Schedule 13D. Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows: This Schedule 13D is being filed jointly, pursuant to Rule 13d-1(k) under the Act, by each of the following persons (each, a "Reporting Person" and, collectively, the "Reporting Persons"): (i) ISQ Global Fund II GP, LLC, a Delaware limited liability company ("Fund II GP"); (ii) I Squared Capital, LLC, a Cayman Islands limited liability company ("I Squared Capital"); (iii) ISQ Holdings, LLC, a Cayman Islands limited liability company ("ISQ Holdings"); (iv) Sadek Wahba, a United States citizen; and (v) Gautam Bhandari, a United States citizen. This Schedule 13D relates to the common units representing limited partner interests ("Common Units") in Kinetic Holdings LP, a Delaware limited partnership and subsidiary of the Issuer, and an equal number of paired shares of Class C Common Stock, par value $0.0001 per share ("Class C Common Stock") of the Issuer, distributed to Buzzard Midstream LLC from New Raptor (as defined in the Original Schedule 13D) in connection with the consummation of the transactions contemplated by the Contribution Agreement (as defined in the Original Schedule 13D). Fund II GP is the general partner of the members of the indirect owners of Buzzard Midstream LLC and, in such capacity, exercises voting and investment power over the securities directly held by Buzzard Midstream LLC. The primary business purpose of Fund II GP is to serve as general partner to various investment funds that specialize in infrastructure and related assets. I Squared Capital is the sole member of Fund II GP. ISQ Holdings is the managing member of I Squared Capital. Each of Sadek Wahba and Gautam Bhandari is a member of ISQ Holdings. The address of the principal business office of each of the Reporting Persons is 600 Brickell Avenue, Penthouse, Miami, Florida 33131-3067. The response to Item 2(a) of this Amendment No. 9 is incorporated by reference herein. During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and, as a result of such proceeding, was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. The response to Item 2(a) of this Amendment No. 9 is incorporated by reference herein. Item 3 of the Schedule 13D is hereby amended and supplemented as follows: On each of April 25, 2024 and October 24, 2024, pursuant to the terms of the Consideration Allocation Agreement, 234 Consideration Allocation Rights held by the Reporting Persons converted into shares of Class A Common Stock, on a one-for-one basis and without the payment of any additional consideration, upon reallocation of certain Forfeited Awards under the applicable Restricted Stock Agreements (as described further in the Original Schedule 13D). Item 4 of the Schedule 13D is hereby amended and supplemented as follows: The response to Item 3 of this Amendment No. 9 is hereby incorporated by reference herein. On March 4, 2025, 3,952,431 shares of Class A Common Stock were sold for the account of Buzzard Midstream LLC at a price of $55.63 per share. Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows: As of the date hereof, each of the Reporting Persons may be deemed the beneficial owner of 30,134,083 shares of Class A Common Stock, which represent approximately 34.4% of the Class A Common Stock outstanding, as calculated pursuant to Rule 13d-3(d)(1)(i) under the Act. This amount consists of (i) 1,044,520 shares of Class A Common Stock, (ii) 27,489,164 Common Units and an equal number of paired shares of Class C Common Stock, which together may be redeemed by the holder for shares of Class A Common Stock on a one-for-one basis (or, at the Partnership's option, an equivalent amount of cash), and (iii) 1,600,399 shares of Class A Common Stock which the Reporting Persons may acquire under the terms of the Contribution Allocation Agreement. The percentage ownership reported herein is calculated based on the sum of (i) 60,078,190 shares of Class A Common Stock outstanding as of February 21, 2025, as reported in the Issuer's annual report on Form 10-K filed with the SEC on March 3, 2025, and (ii) 27,489,164 shares of Class A Common Stock issuable to the Reporting Persons upon redemption of the Common Units and corresponding shares of Class C Common Stock owned by the Reporting Persons, which shares have been added to the total shares of Class A Common Stock outstanding pursuant to Rule 13d-3(d)(1)(i) under the Act. In discussing certain agreements and arrangements in Item 4 of the Schedule 13D, the Reporting Persons (including through certain of their affiliates) describe arrangements involving Blackstone and Apache and certain of their respective affiliates. However, neither the filing of the Schedule 13D (including this Amendment No. 9) nor any of its contents shall be deemed to constitute an admission that the Reporting Persons are members of a "group" for purposes of Section 13(d) of the Act with such other persons. Each Reporting Person disclaims being a member of a "group" with Blackstone, Apache and/or their respective affiliates and further disclaims beneficial ownership of the shares of Class A Common Stock that may be deemed to be beneficially owned by such persons. Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows: Each of the Reporting Persons may be deemed to have shared, not sole, power to vote or to direct the vote, and shared, not sole, power to dispose or to direct the disposition, of the 30,134,083 shares of Class A Common Stock reported herein as beneficially owned by the Reporting Persons. Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows: The response to Item 4 of this Amendment No. 9 is hereby incorporated by reference herein. Except as set forth in Item 4 of this Amendment No. 9, none of the Reporting Persons has effected any transaction in Class A Common Stock in the past 60 days. Exhibit L - Joint Filing Agreement, by and among the Reporting Persons, dated March 6, 2025 (filed herewith). ISQ Global Fund II GP LLC /s/ Gautam Bhandari Gautam Bhandari, Director 03/06/2025 I Squared Capital, LLC /s/ Gautam Bhandari Gautam Bhandari, Manager of ISQ Holdings, LLC, its managing member 03/06/2025 ISQ Holdings, LLC /s/ Gautam Bhandari Gautam Bhandari, Manager 03/06/2025 Wahba Sadek /s/ Sadek Wahba Sadek Wahba 03/06/2025 Bhandari Gautam /s/ Gautam Bhandari Gautam Bhandari 03/06/2025