Item 1.01. | Entry into a Material Definitive Agreement. |
Contribution Agreement
On October 21, 2021, Altus Midstream Company (the “Company”) entered into a Contribution Agreement (the “Contribution Agreement”) with Altus Midstream LP, a Delaware limited partnership and subsidiary of the Company (the “Partnership”), New BCP Raptor Holdco, LLC, a Delaware limited liability company (“Contributor”), and solely for the purposes set forth therein, BCP Raptor Holdco, LP, a Delaware limited partnership (“Raptor”). The Contribution Agreement provides that Contributor will contribute all of the equity interests of Raptor and BCP Raptor Holdco GP, LLC, a Delaware limited liability company and the general partner of Raptor, to the Partnership in exchange for 50,000,000 common units representing limited partner interests in the Partnership (“Partnership Common Units”) and 50,000,000 shares of Class C common stock, par value $0.0001 per share, of the Company (“Class C Common Stock”). The transactions contemplated by the Contribution Agreement are referred to herein as the “Transactions.”
The closing of the Transactions is subject to a number of customary conditions, including, among others, the approval by the Company’s stockholders of the Contribution Agreement and the Transactions for purposes of complying with applicable listing rules of the Nasdaq Stock Market (“Nasdaq”), expiration or termination of any waiting period under the Hart-Scott-Rodino Act, and approval for listing by Nasdaq of the shares of Class A common stock, par value $0.0001 per share (together with the Class C Common Stock, the “Company Common Stock”), of the Company issuable upon the exchange of the Partnership Common Units and shares of Class C Common Stock to be issued in the Transactions.
As a result of the Transactions, certain affiliates of Blackstone Inc. will own over 50% of the issued and outstanding Company Common Stock, certain affiliates of I Squared Capital will own over 20% of the issued and outstanding Company Common Stock, Apache Midstream LLC (“Apache Midstream”), a wholly-owned subsidiary of APA Corporation, will own approximately 20% of the issued and outstanding Company Common Stock and the Company’s current stockholders and management will own over 5% of the issued and outstanding Company Common Stock.
The board of directors of the Company has unanimously approved the Contribution Agreement and the Transactions. The Company has agreed to prepare a proxy statement and hold a special meeting of Company stockholders for purposes of approving the Transactions. In connection with the Contribution Agreement, Apache Midstream entered into a voting and support agreement with Contributor, Raptor, and solely for the purposes set forth therein, APA Corporation, whereby Apache Midstream has agreed, among other things and subject to the limitations therein, to vote its shares of Company Common Stock in a manner so as to facilitate consummation of the Transactions.
Pursuant to the Contribution Agreement, the Company has agreed not to initiate, solicit, propose, knowingly encourage or knowingly facilitate any inquiry or the making of any competing proposals or offers or to engage in or continue any discussions or negotiations relating to, or in furtherance of a competing proposal, in each case subject to certain exceptions. The Board of Directors of the Company (the “Company Board”) may change its recommendation to the Company’s stockholders in response to certain competing proposals, as specified in the Contribution Agreement, or in response to an intervening event, in each case if the Company Board determines in good faith, after consultation with its outside legal counsel, that failure to take such action would reasonably be expected to be inconsistent with the fiduciary duties owed by the Company Board to the Company’s stockholders under applicable law, subject to complying with notice, and other specified, conditions, including giving Contributor the opportunity to propose revisions to the terms of the Contribution Agreement during a period following such notice.
The Contribution Agreement contains termination rights for each of the Company and Contributor, including, among others, (i) a termination right for the Company and Contributor if the consummation of the Transactions does not occur on or before June 30, 2022, subject to certain exceptions or (ii) if Stockholder Approval is not obtained in accordance with the terms of the Contribution Agreement.
If Contributor terminates the Contribution Agreement (x) prior to the Stockholder Approval, if the Company Board changes its recommendation or (y) if the Company or its subsidiaries or a director or officer of APA Corporation, the Company or their respective subsidiaries breached the non-solicitation obligations in any material respect, or if either the Company or Contributor terminates the Contribution Agreement in the event the Stockholder Approval is not obtained at the special meeting of the Company’s stockholders at a time in which the Contributer would have been entitled to terminate and receive the fee pursuant to clause (x) above, then the Company is required pay a termination fee of $60,000,000 to Contributor.
The above description of the Contribution Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Contribution Agreement, which is filed as Exhibit 2.1 to this Current Report on Form 8-K.
The Contribution Agreement and the above description have been included in this Current Report on Form 8-K to provide investors and stockholders with information regarding the terms of the Contribution Agreement. They are not intended to provide any other factual information about the Company, the Partnership, Raptor, or their respective subsidiaries, affiliates, businesses, or equityholders. The representations, warranties, and covenants contained in the Contribution Agreement were made only for purposes of the Contribution Agreement and as of specific dates; were solely for the benefit of the parties to the Contribution Agreement; and may be subject to limitations agreed upon by the parties thereto, including being qualified by confidential disclosures made by each contracting party to the other for the purposes of allocating contractual risk between them that differ from those applicable to investors. Investors should be aware that the representations, warranties, and covenants or any description thereof may not reflect the actual state of facts or condition of the Company, the Partnership, Contributor, Raptor, or any of their respective subsidiaries, affiliates, businesses, or equityholders. Moreover, information concerning the subject matter of the representations, warranties, and covenants may change after the date of the Contribution Agreement, which subsequent information may or may not be fully reflected in public disclosures by the Company.
Item 3.02. | Unregistered Sales of Equity Securities. |
The disclosure set forth in Item 1.01 above is incorporated into this Item 3.02 by reference. The Company intends to issue the Class C Common Stock to Contributor in reliance on the exemption from registration requirements under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(a)(2) thereof.