UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported): April 21, 2021
Evolve Transition Infrastructure LP
(Exact name of registrant as specified in its charter)
Delaware | 001-33147 | 11-3742489 | ||||
(State or other jurisdiction of | (Commission | (IRS Employer | ||||
incorporation) | File Number) | Identification No.) |
1360 Post Oak Blvd, Suite 2400 | | ||
Houston, TX | 77056 | ||
(Address of principal executive offices) | (Zip Code) | ||
| | ||
Registrant’s telephone number, including area code: (713) 783-8000 |
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
◻ Written communications 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-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Units representing limited partner interests | SNMP | NYSE American |
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 1.01Entry Into a Materially Definitive Agreement.
On April 21, 2021, but effective January 1, 2021, Catarina Midstream, LLC (“Evolve”), a wholly-owned subsidiary of Evolve Transition Infrastructure LP, entered into that certain Gas Lift Agreement (the “Gas Lift Agreement”) with SN Catarina, LLC (“Mesquite”). Pursuant to the Gas Lift Agreement, (i) Evolve will provide certain gas lift services ancillary to Mesquite’s oil and gas operations on the Piloncillo Ranch in South Texas, and (ii) Mesquite will pay a per-Mcf gas lift fee based on the volume of Evolve’s compressed gas delivered to Mesquite in connection with the provision of such gas lift services. The initial term of the Gas Lift Agreement is one year and it will continue on a year-to-year basis thereafter unless terminated by Evolve or Mesquite at least 60 days prior to the expiration of the initial term or any successive one-year term. Under the terms of the Gas Lift Agreement, each of the parties provided general representations and warranties and indemnification to the other party.
The foregoing description of the Gas Lift Agreement does not purport to be complete and is qualified in its entirety by reference to such document, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 9.01Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. | Exhibit |
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10.1 | |
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* Certain portions of this exhibit (indicated by “[***]”) have been omitted pursuant to Item 601(b)(10) of Regulation S-K. |
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SIGNATURES
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.
| | | | | | | EVOLVE TRANSITION INFRASTRUCTURE LP | ||||||
| | | | | | | By: Evolve Transition Infrastructure GP LLC, | ||||||
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Date: April 26, 2021 | | | | By: | /s/ Charles C. Ward | ||||||||
| | | | | | | | Charles C. Ward | |||||
| | | | | | | | Chief Financial Officer and Secretary |
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Exhibit 10.1
Execution Version
GAS LIFT AGREEMENT
This GAS LIFT AGREEMENT (this “Agreement”) is entered into on April 21, 2021 (the “Execution Date”), to be effective as of 12:01 a.m. Central Prevailing Time on January 1, 2021 (“Effective Time”), is by and between SN Catarina, LLC, a Delaware limited liability company (“Producer”) and Catarina Midstream, LLC, a Delaware limited liability company (“Service Provider”). Producer and Service Provider may be referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
RECITALS
WHEREAS, Producer and Service Provider desire to enter into an agreement setting forth the terms and conditions upon which Service Provider will provide certain gas lift services ancillary to Producer’s oil and gas operations on the Piloncillo Ranch in South Texas; and
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein and for other valuable consideration, the Parties hereto, intending to be legally bound, hereby agree as follows:
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Service Provider:Catarina Midstream, LLC
c/o Evolve Transition Infrastructure LP
1360 Post Oak Blvd, Suite 2400
Houston, TX 77056
Attn:Chief Financial Officer
Email:cward@sanchezmidstream.com
with a copy (which shall not constitute notice) to:
Hunton Andrews Kurth LLP
600 Travis Street, Suite 4200
Houston, TX 77002
Attn:Philip Haines
Parker Lee
Email: phaines@huntonak.com
parkerlee@huntonak.com
Producer:SN Catarina, LLC
c/o Mesquite Energy, Inc.
Pennzoil Place
700 Milam Street, Suite 600
Houston, TX 77002
Attn:Gregory Kopel
Executive Vice President and General Counsel
Email: gkopel@mesquite-energy.com
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with a copy (which shall not constitute notice) to:
Morrison & Foerster LLP
250 West 55th Street
New York, NY 10019
Attn:Dennis L. Jenkins
James A. Newton
Email:djenkins@mofo.com
jnewton@mofo.com
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[Signature page follows]
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IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by each of the Parties on the Execution Date, but effective for all purposes as of the Effective Time.
SERVICE PROVIDER:
CATARINA MIDSTREAM, LLC
By: Evolve Transition Infrastructure LP,
its sole member
By: Evolve Transition Infrastructure GP LLC,
its general partner
By: /s/ Gerald F. Willinger
Name: Gerald F. Willinger
Title:Chief Executive Officer
Signature Page to Gas Lift Agreement
PRODUCER:
SN CATARINA, LLC
By: Mesquite Energy, Inc.,
its sole member
By:/s/ Cameron W. George
Name: Cameron W. George
Title: Chief Executive Officer
Signature Page to Gas Lift Agreement
Exhibit A
Delivery Points
Delivery Point | Latitude | Longitude |
Flange on A 42 Pad | 28°15'56.46"N | 99°36'53.22"W |
Flange on A41 Pad | 28°15'37.1"N | 99°37'38.8"W |
Flange on A2 Pad | 28°15'30.5"N | 99°36'57.2"W |
Flange on A10 Pad | 28°13'38.31"N | 99°41'50.27"W |
Flange on A 12 Pad | 28°12'58.84"N | 99°42'12.62"W |
Flange on A15 Pad | 28°17'15.86"N | 99°39'17.14"W |
Flange on A16 Pad | 28°17'46.36"N | 99°38'31.44"W |
Flange on A23 Pad | 28°13'18.04"N | 99°37'33.82"W |
Flange on A25 Pad | 28°12'32.23"N | 99°38'36.85"W |
Flange on A28 Pad | 28°13'1.00"N | 99°37'42.63"W |
Flange on A31 Pad | 28°13'24.38"N | 99°39'22.88"W |
Flange on A8 Pad | 28°15'8.08"N | 99°40'27.35"W |
Flange on A9 Pad | 28°14'47.45"N | 99°41'27.22"W |
Exhibit B
Gas Lift System