10-K/A

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

Amendment No. 1

 

 

 

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

Or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

 

Altus Midstream Company

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-38048   81-4675947

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

One Post Oak Central, 2000 Post Oak Boulevard, Suite 100, Houston, Texas 77056-4400

(address of principal executive offices)

(713) 296-6000

(Registrant’s telephone number, including area code)

Kayne Anderson Acquisition Corp.

811 Main Street, 14th Floor

Houston, Texas 77002

(Former name or former address, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Name of each exchange on which registered

Class A common stock, $0.0001 par value   NASDAQ Capital Market

Securities registered pursuant to Section 12(g) of the Act: None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     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.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):    Yes  ☐    No  ☒

The registrant’s common units were not publicly traded as of the last business day of the registrant’s most recently completed second fiscal quarter.

 

Aggregate market value of the voting and non-voting common equity held by non-affiliates of registrant as of June 30, 2018

   $ 392,413,965  

Number of shares of registrant’s Class A common stock, $0.0001 issued and outstanding as of January 31, 2019

     74,929,305  

Number of shares of registrant’s Class C common stock, $0.0001 issued and outstanding as of January 31, 2019

     250,000,000  

Documents Incorporated By Reference

Portions of registrant’s proxy statement relating to registrant’s 2019 annual meeting of stockholders have been incorporated by reference in Part II and Part III of this annual report on Form 10-K.

 

 

 


EXPLANATORY NOTE

This amendment to the Annual Report on Form 10-K filed by Altus Midstream Company on March 1, 2019 (the “Annual Report”) is being filed solely to amend the cover page to check the box for “Accelerated filer.” The box for “Non-accelerated filer” was inadvertently checked on the cover page of the Annual Report when originally filed. Altus Midstream Company did timely file the Annual Report prior to the March 18, 2019 filing deadline for an accelerated filer. No other information in the Annual Report is amended hereby.


SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

 

ALTUS MIDSTREAM COMPANY

/s/ Rebecca A. Hoyt

Rebecca A. Hoyt
Senior Vice President, Chief Accounting Officer and Controller

Dated: April 5, 2019


INDEX TO EXHIBITS

 

EXHIBIT
NO.

  

DESCRIPTION

31.1*    Certification of the Principal Executive Officer required by Rule 13a-14(a) or Rule 15d-14(a).
31.2*    Certification of the Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a).

 

*

Filed herewith.

EX-31.1

EXHIBIT 31.1

CERTIFICATIONS

I, Clay Bretches, certify that:

 

1.

I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Altus Midstream Company; and

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

/s/ Clay Bretches

Clay Bretches
Chief Executive Officer and President (Principal Executive Officer)

Date: April 5, 2019

EX-31.2

EXHIBIT 31.2

CERTIFICATIONS

I, Ben C. Rodgers, certify that:

 

1.

I have reviewed this Amendment No. 1 to the annual report on Form 10-K of Altus Midstream Company; and

 

2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

/s/ Ben C. Rodgers

Ben C. Rodgers
Chief Financial Officer and Treasurer (Principal Financial Officer)

Date: April 5, 2019