The Next Chapter: $1 Billion of Strategic, Accretive Northern Delaware Transactions and Divestiture of its 16% Interest in the Gulf Coast Express Pipeline
Kinetik Holdings Inc. (NYSE: KNTK) announced a series of strategic transactions worth $1 billion, including the acquisition of Durango Permian for $765 million, the divestiture of its 16% interest in Gulf Coast Express pipeline for $540 million, and a new agreement in Eddy County, New Mexico. The acquisition expands processing capacity, doubles pipeline mileage, adds over 60 new customers, and enhances Kinetik's position in the Delaware Basin. The transactions are expected to be over 10% accretive to free cash flow per share starting in the second half of 2025. Kinetik aims to reinvest proceeds efficiently and accretively into strategic assets.
Acquisition of Durango Permian expands operations in Eddy and Lea Counties, New Mexico, enhancing Kinetik's position in the Permian Basin.
Transactions increase processing capacity by 420 million cubic feet per day, double gathering pipeline mileage, and add over 60 new customers.
Agreement with a large customer in Eddy County strengthens Kinetik's presence in New Mexico and provides access to economic areas in the Delaware Basin.
Divestiture of 16% equity interest in GCX for $540 million helps achieve a 3.5x leverage target and is expected to be accretive to free cash flow per share.
Approximately $78 million of net capital expenditures are required to complete Kings Landing construction.
The Durango Acquisition initial set-up valuation is approximately 6.5 times 2024E EBITDA, stepping down to approximately 5.5 times EBITDA once Kings Landing is operational.
Insights
In a series of transactions:
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Kinetik agreed to acquire Durango Permian LLC (“Durango”), which expands its operations in
Eddy andLea Counties,New Mexico , the most active counties in the Permian Basin (“Durango Acquisition”). The Durango Acquisition increases Kinetik’s processing capacity by 420 million cubic feet per day, doubles gathering pipeline mileage, and adds over 60 new customers, many of whom are private, including one of the most active producers in theDelaware Basin. -
Kinetik executed a new 15-year low-pressure and high-pressure gas gathering and processing agreement with one of its largest customers, which has a substantial presence throughout
Eddy County (“New Eddy County Agreement”). -
These transactions significantly enhance Kinetik’s position in
New Mexico , providing new access to highly economic and active areas of theDelaware Basin, and reinforce Kinetik’s value proposition as a pure-play midstream company across the entireDelaware Basin. -
As one funding source for the Durango Acquisition and capital for the New Eddy County Agreement, Kinetik has agreed to sell its
16% equity interest in Gulf Coast Express pipeline (“GCX”) to an affiliate of ArcLight Capital Partners LLC (“GCX Sale”) for , or approximately 10.4 times 2024 expected EBITDA.$540 million -
Consideration for the Durango Acquisition includes approximately
of cash (excluding any contingent consideration) and 11.5 million Kinetik Class C common stock issued to the owner of Durango in two installments (3.8 million shares at closing and 7.7 million shares on July 1, 2025).$315 million - On closing of these transactions, Kinetik’s 3.5x leverage target is achieved.
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The transactions are expected to be over
10% accretive to free cash flow per share starting in the second half of 2025, with the level of accretion increasing thereafter, which coincides with an expected acceleration of capital returns to shareholders.
“Following on from our tremendous success with our recent
“The Durango Acquisition and New Eddy County Agreement together represent approximately
Durango Acquisition
Kinetik will acquire Durango with the following forms of consideration and consideration terms:
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Upfront Consideration:
cash consideration and approximately 3.8 million shares of Kinetik Class C common stock (and its subsidiary, Kinetik Holdings LP, will issue corresponding common units) to Durango Midstream, LLC, an affiliate of Morgan Stanley Energy Partners (“Durango Seller”) at transaction closing, expected in June 2024. The Kinetik stock issued at closing will be subject to a 364-day lock-up period.$315 million - Deferred Consideration: Kinetik will issue an additional 7.7 million shares of Kinetik Class C common stock (and its subsidiary, Kinetik Holdings LP, will issue corresponding common units) to the Durango Seller on July 1, 2025.
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Contingent Consideration: Up to
contingent consideration tied to the actual capital cost of Kings Landing, subject to adjustment for any costs in excess of Durango management’s budget. Any contingent consideration would be paid in cash within three months after the Kings Landing in-service date.$75 million
Durango’s assets, located in
New Eddy County Agreement
Kinetik entered into a 15-year agreement to provide low-pressure and high-pressure gas gathering and processing services with one of its largest existing customers, which has a significant presence in
GCX Sale
Kinetik entered into a definitive agreement to divest and directly transfer its
2024 Guidance
Kinetik expects to update its 2024 Adjusted EBITDA and Capital Expenditures Guidance following the close of the Durango Acquisition.
Conference Call and Webcast
Kinetik will host a conference call Thursday, May 9, 2024 at 3:30 pm Central Daylight Time (4:30 pm Eastern Daylight Time) to discuss the strategic transactions. To access a live webcast of the conference call, please visit the Investors section of Kinetik’s website at www.ir.kinetik.com. A replay of the conference call will also be available on the website following the call.
Investor Presentation
An updated investor presentation will be available under Events and Presentations in the Investors section of the Company’s website at www.ir.kinetik.com.
About Kinetik Holdings Inc.
Kinetik is a fully integrated, pure-play, Permian-to-Gulf Coast midstream C-corporation operating in the
Forward-looking statements
This news release includes certain statements that may constitute “forward-looking statements” for purposes of the federal securities laws. Forward-looking statements include, but are not limited to, statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “seeks,” “possible,” “potential,” “predict,” “project,” “prospects,” “guidance,” “outlook,” “should,” “would,” “will,” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. These statements include, but are not limited to, statements about the Company’s future business strategy and other plans, expectations, and objectives for the Company’s operations, including statements about strategy, synergies, expansion projects and future operations, and financial guidance; return of capital to shareholders and the timing thereof; the Company’s leverage and financial profile; and the consummation of the Durango Acquisition and GCX Sale and timing thereof, the funding for the Durango Acquisition and capital required under the New Eddy County Agreement, expected results of the transactions discussed herein, including reinvestment in new projects and the returns thereon. While forward-looking statements are based on assumptions and analyses made by us that we believe to be reasonable under the circumstances, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties which could cause our actual results, performance, and financial condition to differ materially from our expectations. See Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2023. Any forward-looking statement made by us in this news release speaks only as of the date on which it is made. Factors or events that could cause our actual results to differ may emerge from time to time, and it is not possible for us to predict all of them. We undertake no obligation to publicly update any forward-looking statement whether as a result of new information, future development, or otherwise, except as may be required by law.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240509676041/en/
Kinetik Investors:
(713) 487-4832 Maddie Wagner
(713) 574-4743 Alex Durkee
www.kinetik.com
Source: Kinetik Holdings Inc.
FAQ
What is the total worth of the strategic transactions announced by Kinetik Holdings Inc.?
Kinetik Holdings Inc. announced strategic transactions worth $1 billion, including the acquisition of Durango Permian and the divestiture of its 16% interest in Gulf Coast Express pipeline.
What is the stock symbol of Kinetik Holdings Inc.?
The stock symbol of Kinetik Holdings Inc. is KNTK.
What is the purpose of the New Eddy County Agreement?
New Eddy County Agreement aims to provide low-pressure and high-pressure gas gathering and processing services in Eddy County, New Mexico, to strengthen Kinetik's presence in the region.
What is the expected impact of the transactions on free cash flow per share starting in the second half of 2025?
The transactions are expected to be over 10% accretive to free cash flow per share starting in the second half of 2025.
What is the main focus of the Durango Acquisition?
The Durango Acquisition focuses on expanding Kinetik's processing capacity, pipeline mileage, and customer base in Eddy and Lea Counties, New Mexico.