SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 1, 2018
KAYNE ANDERSON ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
(State or other jurisdiction
|(Commission File Number)|| |
811 Main Street
|(address of principal executive offices)||(zip code)|
(Registrants telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencements communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
|Item 8.01|| |
On October 1, 2018, Altus Midstream LP (Altus Midstream), a Delaware limited partnership and wholly owned subsidiary of Kayne Anderson Acquisition Corp., a Delaware corporation (the Company), entered into a commitment letter (the Debt Commitment Letter) with the lenders party thereto (collectively, the Commitment Parties), pursuant to which the Commitment Parties committed to make available to Altus Midstream in accordance with the terms of the Debt Commitment Letter, a senior unsecured revolving credit facility in an aggregate principal amount of up to $800 million, including a letter of credit subfacility in an aggregate amount of up to $100 million (the Facility). The obligations of the Commitment Parties under the Debt Commitment Letter are conditioned upon, among other things, the execution of definitive documentation for the Facility and the closing of the previously announced transactions contemplated by that certain Contribution Agreement, dated as of August 8, 2018, by and among Altus Midstream, the Company, Apache Midstream LLC, a Delaware limited liability company and wholly owned subsidiary of Apache Corporation (Apache), Alpine High Gathering LP, a Delaware limited partnership, Alpine High Pipeline LP, a Delaware limited partnership, Alpine High Processing LP, a Delaware limited partnership, Alpine High NGL Pipeline LP, a Delaware limited partnership, and Alpine High Subsidiary GP LLC, a Delaware limited liability company (the business combination). The Facility is expected to initially have availability of $450 million, which will increase to $800 million upon the achievement of certain performance thresholds in accordance with the terms of the Debt Commitment Letter. Following the closing of the business combination, Altus Midstream anticipates using the borrowing capacity under the Facility to fund its capital requirements and for general corporate purposes.
This communication 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, possible, potential, predict, project, should, would and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements may include, for example, statements about Apaches and the Companys ability to effect the business combination; the benefits of the business combination; the future financial performance of the Company following the business combination; changes in the Companys or Apaches strategy, future operations, financial position, estimated revenues, and losses, projected costs, prospects, plans and objectives of management. These forward-looking statements are based on information available as of the date of this Current Report, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing Apaches or the Companys views as of any subsequent date, and the Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. You should not place undue reliance on these forward-looking statements. As a result of a number of known and unknown risks and uncertainties, Apaches or Altus Midstreams actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include: (i) the occurrence of any event, change or other circumstances that could delay the business combination or give rise to the termination of the definitive agreements relating to the business combination; (ii) the outcome of any legal proceedings that may be instituted against Apache or the Company following announcement of the proposed business combination; (iii) the inability to complete the business combination due to the failure to obtain approval of the stockholders of the Company, or other conditions to closing in the definitive agreements relating to the business combination; (iv) the risk that the proposed business combination disrupts current plans and operations of the Company or Apache as a result of the announcement and consummation of the proposed business combination; (v) Apaches or the Companys ability to realize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of the Company to grow and manage growth profitably following the business combination; (vi) costs related to the business combination; (vii) changes in applicable laws or regulations; and (viii) the possibility that the Company or Apache may be adversely affected by other economic, business, and/or competitive factors.
No Offer or Solicitation
This Current Report on Form 8-K is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities pursuant to the proposed business combination or otherwise, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended.
Important Information For Investors and Stockholders
In connection with the proposed business combination, the Company has filed a preliminary proxy statement with the Securities and Exchange Commission (the SEC). The definitive proxy statement and other relevant documents will be sent or given to the stockholders of the Company and will contain important information about the proposed business combination and related matters. The Companys stockholders and other interested persons are advised to read, when available, the proxy statement in connection with the Companys solicitation of proxies for the meeting of stockholders to be held to approve the business combination because the proxy statement will contain important information about the proposed business combination. When available, the definitive proxy statement will be mailed to the Companys stockholders as of a record date to be established for voting on the business combination. Stockholders will also be able to obtain copies of the proxy statement, without charge, once available, at the SECs website at www.sec.gov.
Participants in the Solicitation
The Company and its directors and officers may be deemed participants in the solicitation of proxies of the Companys stockholders in connection with the proposed business combination. The Company stockholders and other interested persons may obtain, without charge, more detailed information regarding the directors and officers of the Company in the Companys Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 27, 2018 and the preliminary proxy statement initially filed with the SEC on August 27, 2018, as subsequently amended on September 28, 2018. Additional information will be available in the definitive proxy statement when it becomes available.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|Kayne Anderson Acquisition Corp.|
|Date: October 4, 2018||By:||/s/ Terry A. Hart|
|Name:||Terry A. Hart|
|Title:||Chief Financial Officer|