13D Filings
Kinetik Holdings Inc.
KNTK
Amendment
Ownership

34.40%

Total Shares

30,134,083

Issuer CIK

1692787

CUSIP

02215L209

Event Date

Mar 3, 2025

Accepted

Mar 6, 2025, 06:11 PM

Reporting Persons (5)
Joint Filing

This is a joint filing. The reported shares may overlap between reporting persons and should not be summed.

NameType% of ClassAggregateSole VotingShared Voting
ISQ Global Fund II GP LLC
Other
34.40%30,134,083030,134,083
I Squared Capital, LLC
Holding Company
34.40%30,134,083030,134,083
ISQ Holdings, LLC
Holding Company
34.40%30,134,083030,134,083
Wahba Sadek
Individual
34.40%30,134,083030,134,083
Bhandari Gautam
Individual
34.40%30,134,083030,134,083
Disclosure Items (6)

Security Title

Class A Common Stock, par value $0.0001 per share

Issuer Name

Kinetik Holdings Inc.

Issuer Address

2700 Post Oak Boulevard, Houston, TX, 77056-4400

Filing Persons

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.

Business Address

The address of the principal business office of each of the Reporting Persons is 600 Brickell Avenue, Penthouse, Miami, Florida 33131-3067.

Principal Occupation

The response to Item 2(a) of this Amendment No. 9 is incorporated by reference herein.

Convictions

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.

Citizenship

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.

Percentage of Class

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.

Number of Shares

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.

Transactions

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).