Kinetik Holdings (KNTK) Announces $250M Notes Placement

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, $250 million aggregate principal amount of 6.625% sustainability-linked senior notes due 2028 (the “New 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 New 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 $800 million aggregate principal amount of 6.625% Sustainability-Linked Senior Notes due 2028 (the “Existing Notes” and, together with the New Notes, the “2028 Notes”). The New Notes will have substantially identical terms, other than the issue date and the issue price, as the Existing Notes, and the New 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 Issuer intends to use the net proceeds from this Offering for general corporate purposes, including the repayment of a portion of the borrowings outstanding under our revolving credit facility and to pay related fees and expenses.

The interest rate on the 2028 Notes is linked to Kinetik’s performance against certain targets, which are set forth in the Sustainability-Linked Financing Framework (the “Framework”) published by Kinetik on May 16, 2022. Kinetik obtained a second party opinion (“SPO”) on the Framework from ISS ESG. The Framework and the SPO are available on Kinetik’s website. Information on Kinetik’s website does not constitute a part of, and is not incorporated by reference into, this press release.

The New 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 New 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. The Offering may be made only by means of an offering memorandum.

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