BCP Raptor Holdco GP, LLC

SEC source: 0000899243-22-005629 · doc4.xml · nonDerivative · entry 1

BCP Raptor Holdco, LP · CIK 0001891522 · 10% owner

BCP Raptor Manager LLC · CIK 0001891980 · 10% owner

Blackstone Energy Management Associates II L.L.C. · CIK 0001700376 · 10% owner

Blackstone EMA II L.L.C. · CIK 0001700375 · 10% owner

Blackstone Management Associates VII L.L.C. · CIK 0001700377 · 10% owner

BMA VII L.L.C. · CIK 0001700374 · 10% owner

BCP Raptor Holdco GP, LLC · CIK 0001891735 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 0

F1 · price: On October 21, 2021, the Issuer entered into a contribution agreement (the "Contribution Agreement") by and among the Issuer, Altus Midstream LP, a Delaware limited partnership (the "Partnership"), BCP Raptor Holdco, LP, a Delaware limited partnership ("Raptor"), and New BCP Raptor Holdco, LLC, a Delaware limited liability company ("New Raptor"). Pursuant to the Contribution Agreement, Raptor and its subsidiaries and BCP Raptor Holdco GP, LLC, a Delaware limited liability company and the general partner of Raptor ("Raptor GP"), will become wholly owned subsidiaries of the Partnership in exchange for 50,000,000 newly issued units representing a limited partner interest in the Partnership and a corresponding number of newly issued shares of Class C common stock of the Issuer, on the terms and subject to the conditions of the Contribution Agreement.

F2 · price: (continued from footnote 1) The foregoing description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof.

F3 · price: In connection with the Contribution Agreement, Issuer, Raptor, New Raptor, Apache Midstream LLC, a Delaware limited liability company ("Apache Midstream"), and solely for purposes of Section 6.1, APA Corporation, a Delaware corporation, entered into a voting and support agreement (the "Voting Agreement"), pursuant to which, among other things, Apache Midstream agreed, among other things and subject to certain limitations and exceptions, to vote all shares of common stock of the Issuer (the "Common Stock") beneficially owned by Apache Midstream in favor of the adoption of the Contribution Agreement and any other matters necessary for consummation of the transactions contemplated thereby and granted to Raptor an irrevocable proxy to vote all such shares of Common Stock in accordance with the foregoing. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof.

F4 · price: On February 10, 2022, the Issuer held a special meeting of its stockholders concerning the transactions contemplated by the Contribution Agreement. Immediately following the conclusion of the special stockholder meeting, the irrevocable proxies granted to Raptor and any person designated in writing by Raptor under the Voting Agreement were automatically revoked in accordance with the terms of the Voting Agreement. As a result of the foregoing and as of February 10, 2022, to the extent the terms of the Voting Agreement previously may have resulted in the Reporting Persons being deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to be the beneficial owner of shares of Class A Common Stock subject to the Voting Agreement, the Reporting Persons are no longer deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to beneficially own such shares of Class A Common Stock.

F5 · price: The Reporting Persons are filing this statement solely because, as a result of the Voting Agreement, the Reporting Persons may have been deemed to share beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), of the shares of Common Stock that were subject to the Voting Agreement. Neither the filing of this statement nor any of its content shall be deemed to constitute an admission by any of the Reporting Persons that it was the beneficial owner of shares of Common Stock for purposes of Sections 13(d) or 16 of the Act or for any other purpose. The Reporting Persons did not have any pecuniary interest (as defined in Rule 16a-1(a)(2) under the Act) in any of the shares of Common Stock subject to the Voting Agreement and expressly disclaim beneficial ownership of such shares.

F1 · balance_after: On October 21, 2021, the Issuer entered into a contribution agreement (the "Contribution Agreement") by and among the Issuer, Altus Midstream LP, a Delaware limited partnership (the "Partnership"), BCP Raptor Holdco, LP, a Delaware limited partnership ("Raptor"), and New BCP Raptor Holdco, LLC, a Delaware limited liability company ("New Raptor"). Pursuant to the Contribution Agreement, Raptor and its subsidiaries and BCP Raptor Holdco GP, LLC, a Delaware limited liability company and the general partner of Raptor ("Raptor GP"), will become wholly owned subsidiaries of the Partnership in exchange for 50,000,000 newly issued units representing a limited partner interest in the Partnership and a corresponding number of newly issued shares of Class C common stock of the Issuer, on the terms and subject to the conditions of the Contribution Agreement.

F2 · balance_after: (continued from footnote 1) The foregoing description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof.

F3 · balance_after: In connection with the Contribution Agreement, Issuer, Raptor, New Raptor, Apache Midstream LLC, a Delaware limited liability company ("Apache Midstream"), and solely for purposes of Section 6.1, APA Corporation, a Delaware corporation, entered into a voting and support agreement (the "Voting Agreement"), pursuant to which, among other things, Apache Midstream agreed, among other things and subject to certain limitations and exceptions, to vote all shares of common stock of the Issuer (the "Common Stock") beneficially owned by Apache Midstream in favor of the adoption of the Contribution Agreement and any other matters necessary for consummation of the transactions contemplated thereby and granted to Raptor an irrevocable proxy to vote all such shares of Common Stock in accordance with the foregoing. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof.

F4 · balance_after: On February 10, 2022, the Issuer held a special meeting of its stockholders concerning the transactions contemplated by the Contribution Agreement. Immediately following the conclusion of the special stockholder meeting, the irrevocable proxies granted to Raptor and any person designated in writing by Raptor under the Voting Agreement were automatically revoked in accordance with the terms of the Voting Agreement. As a result of the foregoing and as of February 10, 2022, to the extent the terms of the Voting Agreement previously may have resulted in the Reporting Persons being deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to be the beneficial owner of shares of Class A Common Stock subject to the Voting Agreement, the Reporting Persons are no longer deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to beneficially own such shares of Class A Common Stock.

F5 · balance_after: The Reporting Persons are filing this statement solely because, as a result of the Voting Agreement, the Reporting Persons may have been deemed to share beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), of the shares of Common Stock that were subject to the Voting Agreement. Neither the filing of this statement nor any of its content shall be deemed to constitute an admission by any of the Reporting Persons that it was the beneficial owner of shares of Common Stock for purposes of Sections 13(d) or 16 of the Act or for any other purpose. The Reporting Persons did not have any pecuniary interest (as defined in Rule 16a-1(a)(2) under the Act) in any of the shares of Common Stock subject to the Voting Agreement and expressly disclaim beneficial ownership of such shares.

F1 · ownership.nature: On October 21, 2021, the Issuer entered into a contribution agreement (the "Contribution Agreement") by and among the Issuer, Altus Midstream LP, a Delaware limited partnership (the "Partnership"), BCP Raptor Holdco, LP, a Delaware limited partnership ("Raptor"), and New BCP Raptor Holdco, LLC, a Delaware limited liability company ("New Raptor"). Pursuant to the Contribution Agreement, Raptor and its subsidiaries and BCP Raptor Holdco GP, LLC, a Delaware limited liability company and the general partner of Raptor ("Raptor GP"), will become wholly owned subsidiaries of the Partnership in exchange for 50,000,000 newly issued units representing a limited partner interest in the Partnership and a corresponding number of newly issued shares of Class C common stock of the Issuer, on the terms and subject to the conditions of the Contribution Agreement.

F2 · ownership.nature: (continued from footnote 1) The foregoing description of the Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof.

F3 · ownership.nature: In connection with the Contribution Agreement, Issuer, Raptor, New Raptor, Apache Midstream LLC, a Delaware limited liability company ("Apache Midstream"), and solely for purposes of Section 6.1, APA Corporation, a Delaware corporation, entered into a voting and support agreement (the "Voting Agreement"), pursuant to which, among other things, Apache Midstream agreed, among other things and subject to certain limitations and exceptions, to vote all shares of common stock of the Issuer (the "Common Stock") beneficially owned by Apache Midstream in favor of the adoption of the Contribution Agreement and any other matters necessary for consummation of the transactions contemplated thereby and granted to Raptor an irrevocable proxy to vote all such shares of Common Stock in accordance with the foregoing. The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text thereof.

F4 · ownership.nature: On February 10, 2022, the Issuer held a special meeting of its stockholders concerning the transactions contemplated by the Contribution Agreement. Immediately following the conclusion of the special stockholder meeting, the irrevocable proxies granted to Raptor and any person designated in writing by Raptor under the Voting Agreement were automatically revoked in accordance with the terms of the Voting Agreement. As a result of the foregoing and as of February 10, 2022, to the extent the terms of the Voting Agreement previously may have resulted in the Reporting Persons being deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to be the beneficial owner of shares of Class A Common Stock subject to the Voting Agreement, the Reporting Persons are no longer deemed for purposes of Rule 13d-3 promulgated under the Exchange Act to beneficially own such shares of Class A Common Stock.

F5 · ownership.nature: The Reporting Persons are filing this statement solely because, as a result of the Voting Agreement, the Reporting Persons may have been deemed to share beneficial ownership, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Act"), of the shares of Common Stock that were subject to the Voting Agreement. Neither the filing of this statement nor any of its content shall be deemed to constitute an admission by any of the Reporting Persons that it was the beneficial owner of shares of Common Stock for purposes of Sections 13(d) or 16 of the Act or for any other purpose. The Reporting Persons did not have any pecuniary interest (as defined in Rule 16a-1(a)(2) under the Act) in any of the shares of Common Stock subject to the Voting Agreement and expressly disclaim beneficial ownership of such shares.