Kinetik Prices Upsized $300 Million Private Placement of Additional 6.625% Sustainability-Linked Senior Notes Due 2028

Kinetik Holdings Inc. (NYSE: KNTK) (“Kinetik”) today announced that its subsidiary, Kinetik Holdings LP (the “Issuer”), has priced its previously announced offering of $300 million sustainability-linked senior notes due 2028 (the “Senior Notes”). The size of the offering was increased from the previously announced $200 million to $300 million. The Senior Notes were priced at 100.500% of par, plus accrued and unpaid interest from December 6, 2023. The Senior Notes mature on December 15, 2028, pay interest at the rate of 6.625% per year and are payable on June 15 and December 15 of each year. The first interest payment will be made on June 15, 2024. The Senior Notes will be fully and unconditionally guaranteed by Kinetik. The Issuer intends to use the net proceeds from the Offering to repay a portion of the outstanding borrowings under its existing Term Loan Credit Facility. The Offering is expected to close on December 19, 2023, subject to customary closing conditions.

The Senior 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 $500 million aggregate principal amount of 6.625% Sustainability-Linked Senior Notes due 2028 (the “Existing Notes”). The Senior Notes will have substantially identical terms, other than the issue date and issue price, as the Existing Notes, and the Senior 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 interest rate on the Senior Notes is linked to Kinetik’s performance against sustainability performance targets related to greenhouse gas 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 of 1933, as amended (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.