Item 1.01. Entry into a Material Definitive Agreement.

Amended and Restated Stockholders Agreement

On the Closing Date, the Amended and Restated Stockholders Agreement (as amended and restated, the "Stockholders Agreement"), dated as of October 21, 2021, by and among APA Corporation, a Delaware corporation ("APA Corporation"), Apache Midstream, the Company, Contributor, BCP Raptor Aggregator, LP, a Delaware limited partnership, a controlled affiliate of Blackstone Capital Partners VII L.P. and Blackstone Energy Partners II L.P., and a former owner of BCP ("BX Aggregator"), BX Permian Pipeline Aggregator LP, a Delaware limited partnership, a controlled affiliate of Blackstone Capital Partners VII L.P. and Blackstone Energy Partners II L.P., and a former owner of BCP ("BX Permian" and, together with BX Aggregator, the "BX Holders"), Buzzard Midstream LLC, a Delaware limited liability company, a controlled affiliate of ISQ Global Infrastructure Fund II L.P., and a former owner of BCP ("ISQ"), and for the limited purposes set forth therein, BCP, became effective as a result of the Closing. The Stockholders Agreement amends and replaces the existing Stockholders Agreement, dated as of November 9, 2018, among ALTM, Kayne Anderson Sponsor, LLC, and Apache Midstream.

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Pursuant to the Stockholders Agreement, Apache Midstream, BX Aggregator, and ISQ are each entitled to designate directors to the Company's Board of Directors (the "Board") as follows:

• Apache Midstream will have the right to designate to the Board one director


      for so long as Apache Midstream and its affiliates beneficially own 10% or
      more of the outstanding shares of Common Stock;

• ISQ will have the right to designate to the Board (i) two directors for so

long as ISQ and its affiliates beneficially own 20% or more of the . . .

Item 1.02. Termination of a Material Definitive Agreement.

Construction, Operations, and Maintenance Agreement

On the Closing Date, in connection with the Transaction, (i) the Construction, Operations, and Maintenance Agreement, dated as of November 9, 2018, by and between Apache Corporation and ALTM (the "COMA"), and (ii) the April 23, 2019 letter from Apache Corporation to ALTM regarding Waiver of Direct General and Administrative costs under the COMA (the "G&A Costs Waiver"), were each terminated.

The foregoing description of the COMA and the G&A Costs Waiver is not complete and is qualified in its entirety by reference to the full text of the COMA and the G&A Costs Waiver, copies of which are filed as Exhibit 10.3 to ALTM's Current Report on Form 8-K filed with the SEC on November 13, 2018, and Exhibit 10.1 to ALTM's Quarterly Report on Form 10-Q filed with the SEC on May 2, 2019, respectively.

License Agreements

On the Closing Date, (i) the Trademark License Agreement, dated as of November 9, 2018, by and between Apache Corporation and the Partnership, and (ii) the Trademark License Agreement, dated as of November 9, 2018, by and between Apache Corporation and ALTM (collectively, the "License Agreements"), each terminated automatically as a result of the Transaction. The trademarks licensed to the Partnership and ALTM pursuant to the License Agreements were assigned by Apache Corporation to ALTM on February 10, 2022 in connection with the Transaction.

The foregoing description of the License Agreements is not complete and is qualified in its entirety by reference to the full text of License Agreements, copies of which are filed as Exhibit 10.6 and 10.7 to ALTM's Current Report on Form 8-K filed with the SEC on November 13, 2018.

Item 2.01. Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the Introductory Note is incorporated into this Item 2.01 by reference.

On the Closing Date, the Company completed the Transaction. At the Closing, pursuant to the Contribution Agreement, Contributor contributed all of the equity interests of the Contributed Entities to the Partnership in exchange for 50,000,000 Common Units and 50,000,000 shares of Class C Common Stock. As a result of the Transaction, the Contributed Entities are wholly owned subsidiaries of the Partnership.

In connection with the Transaction, pursuant to the Waiver and Consent Agreement dated October 21, 2021 among the Partnership and the requisite holders of Series A Preferred Units, on the Closing Date the Company redeemed for cash 100,000 Series A Preferred Units for the redemption price calculated in accordance with the Partnership

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LPA, in an amount equal to approximately $120,072,000 in the aggregate. In addition, in connection with the Transaction and pursuant to the Series A Waiver and Consent Agreement, on the Closing Date the Partnership paid a consent fee of $2,625,000 to the holders of Series A Preferred Units.

The foregoing description of the Contribution Agreement and the Transaction is a summary only and is subject to, and qualified in its entirety by reference to, the full text of the Contribution Agreement, which was filed as Exhibit 2.1 to the Current Report on Form 8-K filed by ALTM with the SEC on October 21, 2021.

Item 2.02. Results of Operations and Financial Condition.

On February 23, 2022, the Company issued a press release providing financial guidance for 2022. On February 24, 2022, the Company hosted a conference call to discuss, among other things, the financial guidance for 2022. Copies of the press release and the transcript are attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated into this Item 2.02 by reference.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 2.02 and set forth in the attached Exhibit 99.1 and Exhibit 99.2 is deemed to be "furnished" solely pursuant to Item 2.02 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement

Upon consummation of the Transaction, BCP and its subsidiaries became subsidiaries of the Company and, therefore, the financial obligations of such subsidiaries arising from the below described agreements are financial obligations of the Company and its consolidated subsidiaries.

2017 Credit Facility

On June 22, 2017, BCP entered into a credit agreement with its lenders and with Jefferies Finance LLC, as administrative agent, for a term loan in and initial aggregate principal amount of $1.25 billion with a tenor of seven years, maturing on June 22, 2024. Fixed principal payments equal to 0.25% of the initial principal amount are required to be paid quarterly. Interest is paid on the term loan periodically at a rate equal to 4.25% plus LIBOR subject to a floor of 1%.

In addition, contemporaneously with the credit agreement described above, BCP entered into a super-priority revolving credit agreement with its lenders and with Jefferies Finance LLC, as administrative agent, in an initial aggregate principal amount of $100.0 million that is expandable up to $125.0 million with a tenor of five years, maturing on June 22, 2022. On January 16, 2020, BCP entered into an amendment to its revolving credit agreement providing for $25.0 million in incremental commitments, thereby increasing the aggregate revolving credit commitments of all lenders to $125.0 million. On January 4, 2021, BCP entered into an amendment to the $125.0 million revolving credit agreement extending the maturity date from June 22, 2022 to November 3, 2023.

Interest is paid on the revolver periodically at a rate equal to LIBOR (0% floor) plus 4%, which decreases to LIBOR (0% floor) plus 3.7% when BCP's consolidated net leverage ratio is no greater than 4.50 to 1.00. BCP must pay commitment fees quarterly in an amount equal to 0.50% per annum, which decreases to 0.375% per annum when BCP's consolidated net leverage is no greater than 4.50 . . .

Item 3.02. Unregistered Sales of Equity Securities.

The disclosure set forth in the Introductory Note, Item 1.01, and Item 2.01, in so far as it relates to the issuance of Common Units and shares of Class C Common Stock and the terms by which such Common Units and shares of Class C Common Stock may be redeemed or exchanged for shares of Class A Common Stock, is incorporated into this Item 3.02 by reference.

In connection with the receipt of the Common Units and shares of Class C Common Stock described in the Introductory Note, 2,650,000 Common Units were redeemed on a one-for-one basis for shares of Class A Common Stock, with those shares being subject to forfeiture back to the Company in certain circumstances ("Restricted Shares"), and a corresponding number of shares of Class C Common Stock were cancelled. The Company 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 (such rights, "Consideration Allocation Rights", and together with Common Units and Class C Common Stock received at Closing, the "Equity Consideration"). Class A Common Stock will be issued pursuant to Consideration Allocation Rights solely to the extent a corresponding forfeiture of Restricted Shares has occurred. Contributor then distributed the Equity Consideration on a pro rata basis, subject to certain transfer restrictions and, in the case of the shares of Class A Common Stock, forfeiture provisions set forth on the legends thereto.

The issuance of Common Units, shares of Class C Common Stock and Consideration Allocation Rights to Contributor were made in reliance on the exemption from registration requirements under the Securities Act, pursuant to Section 4(a)(2) thereof.

Item 3.03 Material Modification of Rights of Security Holders.

The disclosure set forth in Item 5.03 regarding the Charter and the Bylaws (each as defined in Item 5.03) is incorporated by reference as if fully set forth herein. The descriptions of the Charter and the Bylaws are summaries only and are qualified in their entirety by reference to the full text of the respective documents, copies of which are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

Item 4.01 Change in Registrant's Certifying Accountant.

In connection with the Closing of the Transaction, the Company engaged KPMG LLP ("KPMG") as its independent registered public accounting firm effective February 22, 2022. KPMG has served as the independent registered public accounting firm of BCP since 2017.

During the years ended December 31, 2021 and 2020 and through the date of filing this Current Report on Form 8-K, the Company has not, nor has anyone on the Company's behalf, consulted with KPMG with respect to either (1) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor the Company considered in reaching a decision as to any accounting, auditing or financial reporting issue; or (2) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K) or a reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K).

Concurrent with the appointment of KPMG, Ernst & Young LLP ("Ernst & Young"), principal accountant, was dismissed as independent registered public accounting firm of the Company effective February 22, 2022. The decision to change the Company's independent registered public accounting firm has been approved by the audit committee of the Company's Board.

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The audit report of Ernst & Young on the consolidated balance sheet of the Company as of December 31, 2021 and 2020, and the related consolidated statements of operations, comprehensive income (loss), cash flows and changes in equity and noncontrolling interests for the years then ended did not contain an adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles.

During the Company's fiscal years ended December 31, 2021 and 2020 and through February 22, 2022 (including any subsequent interim period), there were no (i) disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K and the . . .

Item 5.01. Changes in Control of Registrant.

The disclosure set forth in the Introductory Note and Item 1.01 is incorporated by reference into this Item 5.01 by reference.

The consummation of the Transaction resulted in a change in control of the Company. As a result of the Transaction, (i) Contributor or its designees own approximately 75% of the issued and outstanding Common Stock, (ii) Apache Midstream owns approximately 20% of the issued and outstanding Common Stock, and (iii) the Company's remaining stockholders own approximately 5% of the issued and outstanding Common Stock.

Each of (i) Apache Midstream and APA Corporation, (ii) ISQ, and (iii) the BX Holders entered into separate voting agreements with ALTM, each dated as of October 21, 2021 (each a "voting agreement" and collectively, the "voting agreements"), which voting agreements became effective as of Closing. The voting agreements require each of the stockholders party thereto to cast all votes to which such stockholder is entitled in respect of shares of Common Stock beneficially owned by such stockholder, whether at any annual or special meeting, by written consent or otherwise, so as to cause to be elected to the Board the directors designated by the other stockholder parties pursuant to the stockholders agreement (excluding any independent directors). To the extent there are directors to be selected in addition to the directors designated pursuant to the stockholders agreement, each stockholder is free to vote for its preferred candidate or candidates. The voting agreements also provide that each stockholder may not take action to remove any director designated by another stockholder pursuant to the stockholders agreement (excluding any independent directors). The voting agreements each terminate automatically as to the applicable stockholder upon such stockholder ceasing to beneficially own 10% of the outstanding shares of Common Stock.

The foregoing description of the voting agreements is summary only and is qualified in its entirety by reference to the voting agreements, copies of which are attached as Exhibit 10.4, Exhibit 10.5 and Exhibit 10.6 to this Current Report on Form 8-K and are incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors;


           Appointment of Certain Officers; Compensatory Arrangements of Certain
           Officers.

The disclosure set forth in Item 1.01 regarding the Stockholders Agreement is incorporated by reference into this Item 5.02. The description of the Stockholders Agreement is a summary only and is qualified in its entirety by reference to the full text of the Stockholders Agreement, a copy of which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Directors

Effective as of the Closing Date, in connection with the Transaction, Mark Borer, Clay Bretches, Staci L. Burns, Joe C. Frana, Christopher J. Monk, Stephen P. Noe, Robert S. Purgason, and Jon W. Sauer each resigned from the Board. The resignations of Messrs. Borer, Bretches, Frana, Monk, Noe, Purgason, Sauer, and Ms. Burns were not a result of any disagreement with the Company. Effective as of the Closing Date, the Board appointed Elizabeth P. Cordia, David I. Foley, Thomas Lefebvre, John-Paul (JP) Munfa, Joseph Payne, Laura A. Sugg, and Jamie Welch to fill the newly created vacancies on the Board.

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As of the Closing Date, the Board consisted of Elizabeth P. Cordia, David I. Foley, D. Mark Leland, Thomas Lefebvre, Kevin S. McCarthy, John-Paul (JP) Munfa, Joseph Payne, Ben C. Rodgers, Laura A. Sugg, Jamie Welch, and one vacancy. Biographical information for these individuals is set forth in the Proxy Statement in the section entitled "The Transaction-Directors and Management of Altus Following the Transaction," which is incorporated herein by reference.

Independence of Directors

The Board has determined that each of D. Mark Leland, Kevin S. McCarthy, Laura A. Sugg, David I. Foley, JP Munfa, Elizabeth P. Cordia, Thomas Lefebvre and Joseph Payne are independent within the meaning of Nasdaq Rule 5605(a)(2) and the rules and regulations of the SEC.

Committees of the Board

As of and immediately following the Closing, the Board appointed the following directors to serve on the following committees:

• Audit Committee: D. Mark Leland, Laura A. Sugg, Kevin S. McCarthy . . .

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal


           Year.

Third Amended and Restated Certificate of Incorporation

On the Closing Date, the Company adopted the Third Amended and Restated Certificate of Incorporation (as amended and restated, the "Charter") amending the Company's Second Amended and Restated Articles of Incorporation, to, among other things:



  •   provide that stockholders of the Company may act by consent in accordance
      with the General Corporation Law of the State of Delaware (the "DGCL") in
      lieu of holding a meeting of the stockholders;



  •   revise director removal procedures so that directors on the Board may be
      removed with or without cause;



  •   provide that stockholders of the Company that own at least 10% of the voting
      power of all then-outstanding shares of the Company's Common Stock may call a
      special meeting of the stockholders;



  •   revise the corporate opportunities article to modify and clarify the
      obligations and duties owed by Contributor or its designees and their
      non-employee directors and affiliates;



  •   revise the voting requirements to require the affirmative vote of the holders
      of at least 662/3% of the voting power of all then outstanding shares of
      capital stock of the Company entitled to vote generally in the election of
      directors, voting together as a single class, to amend the corporate
      opportunities article of the Charter; and



  •   change the name of the Company to "Kinetik Holdings Inc."

The foregoing description of the Charter is a summary only and is qualified in its entirety by reference to the Charter, a copy of which is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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Amended and Restated Bylaws

On the Closing Date, the Company amended and restated its bylaws (as amended and restated, the "Bylaws") to, among other things:

• provide that any stockholder of the Company that owns at least 10% of the

voting power of all then-outstanding shares of the Company's Common Stock

entitled to vote generally in the election of directors may call a special . . .

Item 5.05. Amendments to Registrant's Code of Ethics or Waiver of a Provision of


           the Code of Ethics.

Effective February 22, 2022, the Board adopted a new Code of Conduct (the "Revised Code"). The Revised Code applies to all employees, officers and directors of the Company, as well as to the Company's agents, representatives and consultants. The Revised Code was adopted to make certain technical, administrative, non-substantive amendments to the prior Code of Business Conduct and Ethics. The adoption of the Revised Code did not relate to or result in any waiver, explicit or implicit, of any provision of the prior Code of Business Conduct and Ethics.

The above description of the Revised Code does not purport to be complete and is qualified in its entirety by reference to the full text of the Revised Code, a copy of which is filed as Exhibit 14.1 hereto and incorporated herein by reference. The Revised Code is also available on the Company's investor relations website (ir.kinetik.com) under the link "Governance." The contents of the Company's website are not incorporated by reference in this Current Report or made a part hereof for any purpose.

Item 7.01. Regulation FD Disclosure

The information set forth under Item 2.02 is incorporated by reference as if fully set forth herein.

On February 22, 2022, the Company issued a press release announcing the Closing of the Transaction, a copy of which is furnished as Exhibit 99.3 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information contained in this Current Report on Form 8-K under Item 7.01 and set forth in the attached Exhibit 99.1, Exhibit 99.2 and Exhibit 99.3 is deemed to be "furnished" solely pursuant to Item 7.01 of Form 8-K and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act, except as expressly set forth by specific reference in such a filing.




Item 8.01 Other Events.

In connection with Closing, the Company is providing certain updated disclosures regarding the Company and its business. Such disclosures are set forth in Exhibit 99.7 hereto and are incorporated herein by reference.

On February 22, 2022, the Audit Committee of the Board approved an increase in the percentage of the mandatory dividend reinvestment to 100% of such distributions or dividends received by each Reinvestment Holder.

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Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

The audited consolidated financial statements of BCP as of December 31, 2021 and 2020 and for each of the years in the three-year period ended December 31, 2021, and the related notes to the consolidated financial statements, are set forth in Exhibit 99.4 hereto and are incorporated herein by reference. Also included as Exhibit 99.6 and incorporated herein by reference is the Management's Discussion and Analysis of Financial Condition and Results of Operations of BCP for the years ended December 31, 2021, 2020 and 2019.

(b) Pro forma financial information.

The unaudited pro forma condensed consolidated combined financial information of the Company as of and for the year ended December 31, 2021 are set forth in Exhibit 99.5 hereto and are incorporated herein by reference.



(d)  Exhibits.

Exhibit
  No.                                    Description

 2.1*         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
            Registrant's Current Report on Form 8-K filed on October 21, 2021).

 3.1          Third Amended and Restated Certificate of Incorporation of Kinetik
            Holdings Inc.

 3.2          Amended and Restated Bylaws of Kinetik Holdings Inc.

 4.1          Amended and Restated Stockholders Agreement, dated October 21, 2021,
            by and among APA Corporation, Apache Midstream LLC, Altus Midstream
            Company, New BCP Raptor Holdco, LLC, Raptor Aggregator, LP, BX Permian
            Pipeline Aggregator, LP, Buzzard Midstream LLC, and BCP Raptor Holdco,
            LP.

 4.2          Second Amended and Restated Registration Rights Agreement, dated
            February 22, 2022, by and among Altus Midstream Company, Apache
            Midstream LLC, Raptor Aggregator, LP, BX Permian Pipeline Aggregator,
            LP, Buzzard Midstream LLC and the other holders party thereto.

10.1          Third Amended and Restated Agreement of Limited Partnership of Altus
            Midstream LP, dated as of October 21, 2021.

10.2          Dividend and Distribution Reinvestment Agreement, dated February 22,
            2022, by and among Altus Midstream Company, Altus Midstream LP, APA
            Corporation, Apache Midstream LLC, Buzzard Midstream LLC, Raptor
            Aggregator, LP, BX Permian Pipeline Aggregator, LP and each of the
            other parties set forth on the signature pages thereto.

10.3          Form of Indemnification Agreement.

10.4          Voting Agreement, dated October 21, 2021, by and among BCP Raptor
            Aggregator LP, BX Permian Pipeline Aggregator LP and Altus Midstream
            Company.

10.5          Voting Agreement, dated October 21, 2021, by and among Buzzard
            Midstream LLC and Altus Midstream Company.

10.6          Voting Agreement, dated October 21, 2021, by and among APA
            Corporation, Apache Midstream LLC and Altus Midstream Company.

10.7          Limited Waiver and Third Amendment to Credit Agreement, dated as of
            October 15, 2021, among Altus Midstream LP, the lenders party thereto,
            the issuing banks party thereto, JPMorgan Chase Bank, N.A., as
            administrative agent and the other agents party thereto.

14.1          Code of Conduct, effective February 22, 2022.

16.1          Letter to the Securities and Exchange Commission from Ernst & Young
            LLP, dated as of February 28, 2022.

23.1          Consent of KPMG LLP.

99.1          Press Release of Kinetik Holdings Inc., dated February 22, 2022.

99.2          Press Release of Kinetik Holdings Inc., dated February 23, 2022.

99.3          Transcript of Conference Call on February 24, 2022.

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99.4      Audited consolidated financial statements of BCP as of December 31, 2021
        and 2020 and for each of the years in the three-year period ended
        December 31, 2021.

99.5      Unaudited pro forma condensed consolidated combined financial statements
        of Kinetik Holdings Inc. as of and for the year ended December 31, 2021.


99.6      Management's Discussion and Analysis of Financial Condition and Results
        of Operations of BCP for the years ended December 31, 2021, 2020 and 2019.


99.7      Information About Kinetik Holdings Inc.

104     Cover Page Interactive Data File (embedded within the Inline XBRL
        document).

* 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.

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