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, $500 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 will be fully and unconditionally guaranteed by Kinetik.
The Issuer intends to use the net proceeds from the Offering, together with cash on hand and borrowings under its revolving credit facility, to repay a portion of the outstanding borrowings under its existing Term Loan Credit Facility (“Term Loan”). The Issuer has received approvals from the lenders party to the Term Loan to enter into a First Amendment to the Term Loan concurrently with the closing of the Offering, which will amend certain provisions, including, among other things, extending the maturity to June 8, 2026, effective upon prepayment of loans thereunder in an aggregate principal amount of no less than $500 million.
The interest rate on the Senior Notes will be linked to Kinetik’s performance against sustainability performance targets related to greenhouse gas (“GHG”) 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
