---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-24-137234"
form_type: "8-K"
ticker: "KNTK"
cik: "0001692787"
company_name: "Kinetik Holdings Inc."
filed_at: "2024-05-13T23:59:59+00:00"
generated_at: "2026-06-02T02:26:41.921050+00:00"
event_type: "m_and_a"
sentiment: "positive"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Kinetik to acquire Durango Permian for $765M, sell GCX stake for $540M in Delaware Basin play

## Summary
- Acquires Durango for $315M cash + 11.5M Class C shares in two installments; $75M earnout tied to Kings Landing complex.
- Durango adds 420 MMcf/d processing capacity, 2,400 miles of gathering pipelines, and over 60 new customers.
- Sells 16% GCX interest for $540M cash ($510M upfront + $30M earnout) to ArcLight; expected close in weeks.
- Transactions funded without HSR on GCX sale; Durango close expected Q2 2024 subject to HSR.
- Deal over 10% accretive to FCF/share from H2 2025; 3.5x leverage target achieved at close.

## SEC filing metadata
- accession: 0001193125-24-137234
- form_type: 8-K
- ticker: KNTK
- cik: 0001692787
- company_name: Kinetik Holdings Inc.
- filed_at: 2024-05-13T23:59:59+00:00
- event_type: m_and_a
- sentiment: positive
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 3.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1692787/000119312524137234/0001193125-24-137234-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1692787/000119312524137234/d829012d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-24-137234
- JSON: https://secwatch.observer/filing/0001193125-24-137234.json
- Plain text: https://secwatch.observer/filing/0001193125-24-137234.txt

## Key facts
- Material Agreements
  Kinetik Holdings Inc. entered into Purchase and Sale Agreement with GCX Pipeline, LLC valued at total purchase price $540 million (effective 2024-05-09).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: GCX Pipeline, LLC
  - Value: total purchase price $540 million
  - Effective: 2024-05-09
  source text: Also on May 9, 2024, the Company entered into a Purchase and Sale Agreement (the “GCX Purchase Agreement”) with GCX Pipeline, LLC, an affiliate of ArcLight Capital Partners, LLC (the “GCX Buyer”), pursuant to which the Company has agreed to sell its 16% membership interest in Gulf Coast Express Pipeline LLC (“GCX”) to the GCX Buyer for a total purchase price of $540 million (the “GCX Sale”), consisting of $510 million of cash (subject to customary adjustments) at closing and an additional $30 million earn out in cash upon the approval by the GCX Board of Directors of one or more capital projects that achieve certain capacity expansion criteria.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1692787/000119312524137234/0001193125-24-137234-index.htm
- Material Agreements
  Kinetik Holdings Inc. entered into Membership Interest Purchase Agreement with Durango Midstream LLC valued at purchase price approximately $765 million (effective 2024-05-09).
  - Action: entry
  - Agreement: asset purchase
  - Counterparty: Durango Midstream LLC
  - Value: purchase price approximately $765 million
  - Effective: 2024-05-09
  source text: On May 9, 2024, Kinetik Holdings Inc. (the “Company”) entered into a Membership Interest Purchase Agreement (the “Durango MIPA”) with Durango Midstream LLC, an affiliate of Morgan Stanley Energy Partners (the “Durango Seller”), and Kinetik Holdings, LP, a subsidiary of the Company (the “Partnership”), pursuant to which the Partnership has agreed to purchase all of the membership interests of Durango Permian, LLC (“Durango”) from Durango Seller for an aggregate purchase price of approximately $765 million (the “Durango Acquisition”), consisting of (i) $315 million of cash to be paid at closing, (ii) approximately 3.8 shares of Class C Common Stock, par value $0.0001 per share of the Company (“Class C Common Stock”) (and an equivalent number of common units in the Partnership (“OpCo Units”)), to be issued at closing and (iii) approximately 7.7 million shares of Class C Common Stock (and an equivalent number of OpCo Units) to be issued on July 1, 2025.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1692787/000119312524137234/0001193125-24-137234-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.