Adrienne Saunders
General Counsel
c/o Stonepeak Partners LP
55 Hudson Yards
550 W. 34th St., 48th Floor
New York, NY 10001
(212) 907-5100
|
Charles C. Ward
Chief Financial Officer
Evolve Transition Infrastructure GP LLC
1360 Post Oak Blvd., Suite 2400
Houston, Texas 77056
(713) 783-8000
|
George J. Vlahakos
Sidley Austin LLP
1000 Louisiana Street, Suite 5900
Houston, Texas 77002
(713) 495-4522
|
Philip M. Haines
Hunton Andrews Kurth LLP
600 Travis, Street 4200
Houston, Texas 77002
(713) 220-4200
|
a.
|
☐
|
The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934.
|
b.
|
☐
|
The filing of a registration statement under the Securities Act of 1933.
|
c.
|
☐
|
A tender offer.
|
d.
|
☒ |
None of the above.
|
Exhibit No.
|
Description
|
|
Disclosure Statement, dated November 21, 2022
|
||
(b)
|
None
|
|
(c)
|
None
|
|
(d)(1)
|
Letter Agreement, dated November 16, 2020, by and between Sanchez Midstream Partners LP, Sanchez Midstream Partners GP LLC and Stonepeak Catarina Holdings, LLC (filed as Exhibit 3.2 to Form 10-Q filed by
Sanchez Midstream Partners LP on November 16, 2020, File No. 001-33147, and incorporated herein by reference)
|
|
(d)(2)
|
Amended and Restated Shared Services Agreement, dated as of March 6, 2015, between SP Holdings, LLC and Sanchez Production Partners LP (filed as Exhibit 10.1 to Form 10-Q filed by Sanchez Midstream Partners
LP on May 15, 2015, File No. 001-33147, and incorporated herein by reference)
|
|
(d)(3)
|
Amended and Restated Board Representation and Standstill Agreement, dated August 2, 2019, by and among Sanchez Midstream Partners LP, Sanchez Midstream Partners GP LLC and Stonepeak Catarina Holdings, LLC
(filed as Exhibit 10.1 to Form 8-K filed by Sanchez Midstream Partners LP on August 5, 2019, File No. 001-33147, and incorporated herein by reference)
|
|
(d)(4)
|
Amendment No. 1 to the Warrant Exercisable for Junior Securities, dated November 16, 2020, between Evolve Transition Infrastructure LP and Stonepeak Catarina Holdings, LLC (filed as Exhibit 10.30 to Form 10-K
by Evolve Transition Infrastructure LP File No. 001-33147, and incorporated by reference)
|
|
(d)(5)
|
Amendment No. 2 to the Warrant Exercisable for Junior Securities, dated May 4, 2021, between Evolve Transition Infrastructure LP and Stonepeak Catarina Holdings, LLC (filed as Exhibit 10.7 to Form 10-Q by
Evolve Transition Infrastructure LP File No. 001-33147, and incorporated by reference)
|
|
(d)(6)
|
Amendment No. 3 to the Warrant Exercisable for Junior Securities, dated August 2, 2021, between Evolve Transition Infrastructure LP and Stonepeak Catarina Holdings, LLC (filed as Exhibit 10.2 to Form 8-K by
Evolve Transition Infrastructure LP File No. 001-33147, and incorporated by reference)
|
|
(d)(7)
|
Amendment No. 4 to the Warrant Exercisable for Junior Securities, dated November 5, 2021, between Evolve Transition Infrastructure LP and Stonepeak Catarina Holdings, LLC (filed as Exhibit 10.1 to Form 8-K by
Evolve Transition Infrastructure LP File No. 001-33147, and incorporated by reference)
|
|
(d)(8)
|
Amendment No. 5 to the Warrant Exercisable for Junior Securities, dated November 5, 2021, between Evolve Transition Infrastructure LP and Stonepeak Catarina Holdings, LLC (filed as Exhibit 10.2 to Form 8-K by
Evolve Transition Infrastructure LP File No. 001-33147, and incorporated by reference)
|
|
(d)(9)
|
Amendment No. 6 to the Warrant Exercisable for Junior Securities, dated February 1, 2022, between Evolve Transition Infrastructure LP and Stonepeak Catarina Holdings, LLC (filed as Exhibit 10.1 to Form 8-K by
Evolve Transition Infrastructure LP File No. 001-33147, and incorporated by reference)
|
|
(d)(10)
|
Amendment No. 7 to the Warrant Exercisable for Junior Securities, dated May 2, 2022, between Evolve Transition Infrastructure LP and Stonepeak Catarina Holdings, LLC (filed as Exhibit 10.1 to Form 8-K by
Evolve Transition Infrastructure LP File No. 001-33147, and incorporated by reference)
|
|
(d)(11)
|
Amendment No. 8 to the Warrant Exercisable for Junior Securities, dated August 1, 2022, between Evolve Transition Infrastructure LP and Stonepeak Catarina Holdings, LLC (filed as Exhibit 10.1 to Form 8-K by
Evolve Transition Infrastructure LP File No. 001-33147, and incorporated by reference)
|
|
(d)(12)
|
Framework Agreement, dated as of November 3, 2021 by and between Evolve Transition Infrastructure LP and HOBO Renewable Diesel LLC (filed as Exhibit 10.1 to Form 8-K by Evolve Transition Infrastructure LP
File No. 001-33147, and incorporated by reference)
|
|
(d)(13)
|
ATM Sales Agreement, dated as of April 20, 2021, between Evolve Transition Infrastructure LP and Virtu Americas LLC (filed as Exhibit 1.1 to Form 8-K by Evolve Transition Infrastructure LP File No. 001-33147,
and incorporated by reference)
|
|
(f)
|
None
|
|
(g)
|
None
|
|
Filing Fee Table
|
Date: November 21, 2022
|
SP COMMON EQUITY SUBSIDIARY LLC
|
|
By:
|
STONEPEAK CATARINA HOLDINGS, LLC, its sole member
|
|
By:
|
STONEPEAK TEXAS MIDSTREAM HOLDCO LLC, its managing member
|
|
By:
|
STONEPEAK ASSOCIATES LLC, its managing member
|
|
By:
|
STONEPEAK GP HOLDINGS LP, its sole member
|
|
By:
|
STONEPEAK GP INVESTORS LLC, its general partner
|
|
By:
|
STONEPEAK GP INVESTORS MANAGER LLC, its managing member
|
|
By:
|
/s/ Michael Dorrell | |
Name: Michael Dorrell
|
||
Title: Managing Member
|
||
SP PREFERRED EQUITY SUBSIDIARY LLC
|
||
By:
|
STONEPEAK CATARINA HOLDINGS, LLC, its sole member
|
|
By:
|
STONEPEAK TEXAS MIDSTREAM HOLDCO LLC, its managing member
|
|
By:
|
STONEPEAK ASSOCIATES LLC, its managing member
|
|
By:
|
STONEPEAK GP HOLDINGS LP, its sole member
|
|
By:
|
STONEPEAK GP INVESTORS LLC, its general partner
|
|
By:
|
STONEPEAK GP INVESTORS MANAGER LLC, its managing member
|
|
By:
|
/s/ Michael Dorrell | |
Name: Michael Dorrell
|
||
Title: Managing Member
|
STONEPEAK CATARINA HOLDINGS, LLC
|
||
By:
|
STONEPEAK TEXAS MIDSTREAM HOLDCO LLC, its managing member
|
|
By:
|
STONEPEAK ASSOCIATES LLC, its managing member
|
|
By:
|
STONEPEAK GP HOLDINGS LP, its sole member
|
|
By:
|
STONEPEAK GP INVESTORS LLC, its general partner
|
|
By:
|
STONEPEAK GP INVESTORS MANAGER LLC, its managing member
|
|
By:
|
/s/ Michael Dorrell | |
Name: Michael Dorrell
|
||
Title: Managing Member
|
||
STONEPEAK TEXAS MIDSTREAM HOLDCO LLC
|
||
By:
|
STONEPEAK ASSOCIATES LLC, its managing member
|
|
By:
|
STONEPEAK GP HOLDINGS LP, its sole member
|
|
By:
|
STONEPEAK GP INVESTORS LLC, its general partner
|
|
By:
|
STONEPEAK GP INVESTORS MANAGER LLC, its managing member
|
|
By:
|
/s/ Michael Dorrell | |
Name: Michael Dorrell
|
||
Title: Managing Member
|
||
STONEPEAK CATARINA UPPER HOLDINGS, LLC
|
||
By:
|
STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP, its managing member
|
|
By:
|
STONEPEAK ASSOCIATES LLC, its general partner
|
|
By:
|
STONEPEAK GP HOLDINGS LP, its sole member
|
|
By:
|
STONEPEAK GP INVESTORS LLC, its general partner
|
|
By:
|
STONEPEAK GP INVESTORS MANAGER LLC, its managing member
|
|
By:
|
/s/ Michael Dorrell | |
Name: Michael Dorrell
|
||
Title: Managing Member
|
STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP
|
||
By:
|
STONEPEAK ASSOCIATES LLC, its general partner
|
|
By:
|
STONEPEAK GP HOLDINGS LP, its sole member
|
|
By:
|
STONEPEAK GP INVESTORS LLC, its general partner
|
|
By:
|
STONEPEAK GP INVESTORS MANAGER LLC, its managing member
|
|
By:
|
/s/ Michael Dorrell | |
Name: Michael Dorrell
|
||
Title: Managing Member
|
||
STONEPEAK ASSOCIATES LLC
|
||
By:
|
STONEPEAK GP HOLDINGS LP, its sole member
|
|
By:
|
STONEPEAK GP INVESTORS LLC, its general partner
|
|
By:
|
STONEPEAK GP INVESTORS MANAGER LLC, its managing member
|
|
By:
|
/s/ Michael Dorrell | |
Name: Michael Dorrell
|
||
Title: Managing Member
|
||
STONEPEAK GP HOLDINGS LP
|
||
By:
|
STONEPEAK GP INVESTORS LLC, its general partner
|
|
By:
|
STONEPEAK GP INVESTORS MANAGER LLC, its managing member
|
|
By:
|
/s/ Michael Dorrell | |
Name: Michael Dorrell
|
||
Title: Managing Member
|
||
STONEPEAK GP INVESTORS LLC
|
||
By:
|
STONEPEAK GP INVESTORS MANAGER LLC, its managing member
|
|
By:
|
/s/ Michael Dorrell | |
Name: Michael Dorrell
|
||
Title: Managing Member
|
STONEPEAK GP INVESTORS MANAGER LLC
|
||
By:
|
/s/ Michael Dorrell | |
Name: Michael Dorrell
|
||
Title: Managing Member
|
||
MICHAEL DORRELL
|
||
By:
|
/s/ Michael Dorrell | |
Name: Michael Dorrell
|
||
EVOLVE TRANSITION INFRASTRUCTURE LP
|
||
By:
|
EVOLVE TRANSITION INFRASTRUCTURE GP LLC, its general partner
|
|
By:
|
/s/ Charles C. Ward | |
Name: Charles C. Ward
|
||
Title: Chief Financial Officer and Secretary
|
||
EVOLVE TRANSITION INFRASTRUCTURE GP LLC
|
||
By:
|
/s/ Charles C. Ward | |
Name: Charles C. Ward
|
||
Title: Chief Financial Officer and Secretary
|
Page
|
|
SUMMARY TERM SHEET
|
1
|
SPECIAL FACTORS
|
6
|
Background of the Transactions
|
6
|
Purpose of and Reasons for the Transactions; Consideration of Alternatives; Plans for Evolve After the Transactions
|
11
|
The Position of Stonepeak and Evolve Regarding the Fairness of the Common Unit PIK Distributions and, if Exercised, the Exercise of the Limited Call Right
|
14
|
Transactions and Arrangements Concerning the Common Units
|
17
|
Certain Effects of the Common Unit PIK Distributions and the Exercise of the Limited Call Right
|
17
|
Interests of Certain Persons in the Common Unit PIK Distributions and the Exercise of the Limited Call Right
|
18
|
Certain Relationships Between Stonepeak and Evolve
|
19
|
Effects on Evolve if the Transactions are Not Consummated
|
20
|
Possible Actions by Stonepeak with Regard to Evolve if the Common Unit PIK Distributions are Not Completed
|
20
|
THE TRANSACTIONS
|
21
|
The Common Unit PIK Distribution Agreement
|
21
|
Warrant Exercise
|
21
|
Limited Call Right
|
22
|
Material United States Federal Income Tax Consequences
|
22
|
Possible Effects of the Transactions on the Market for Common Units; Stock Exchange Listing; Registration Under the Exchange Act
|
25
|
Appraisal Rights; “Going-Private” Rules
|
26
|
Certain Information Concerning Evolve
|
27
|
Certain Information Concerning the Stonepeak Filing Entities
|
28
|
Source and Amount of Funds
|
29
|
Fees and Expenses
|
29
|
Miscellaneous
|
29
|
Schedule A – Directors and Officers of the General Partner
|
|
Schedule B – Ownership of Common Units by the Stonepeak Filing Entities and Certain Related Persons
|
• |
the Partnership Agreement provides that Evolve is required to pay the distributions on Class C Preferred Units (the “Class C Preferred Quarterly Distribution”) in cash, except to the extent (a) Available Cash (as defined in the
Partnership Agreement) is insufficient to pay the Class C Preferred Quarterly Distribution or (b) such payments are prohibited by Evolve’s material financing documents;
|
• |
for the third quarter of 2020 Evolve would be required to pay the Class C Preferred Quarterly Distribution in Class C Preferred PIK Units;
|
• |
although satisfaction of the Class C Preferred Quarterly Distribution in the Common Units will significantly dilute the interests of holders of Common Units, because Common Units are fully subordinated to Class C Preferred Units,
issuance of Common Units is less dilutive than an issuance of Class C Preferred PIK Units;
|
• |
each election by Stonepeak to receive Class C Preferred Quarterly Distribution in the Common Units will prevent further subordination of the Common Units to Class C Preferred Units;
|
• |
the Conflicts Committee members’ long service as independent directors on the Evolve Board provides them familiarity with Evolve’s business, competitive position in its industry, assets, liabilities, historical and current financial
performance, and results of operation, including the recent amendment of certain of its debt covenants and the requirement for re-financing of its current debt facility in September 2021;
|
• |
Evolve’s dependence on Mesquite Energy, Inc. (“Mesquite”), a company with a history of financial troubles that has recently emerged from bankruptcy, including recognition that Mesquite is Evolve’s only customer for utilization of
its Western Catarina gathering system;
|
• |
the outlook for the midstream industry generally, current equity market conditions for midstream and oil and gas-related companies (and master limited partnerships (“MLPs”) such as Evolve in particular), and other general economic
and market conditions, including as affected by global spread of the COVID-19 virus, the decline of crude oil prices, and an uncertain regulatory environment;
|
• |
recognition that the transactions contemplated by the Common Unit PIK Distribution Agreement may facilitate the General Partner and its controlled affiliates satisfying the ownership conditions of the limited call right;
|
• |
the limited call right, and the pricing determination applicable to such limited call right, is pursuant to a pre-existing contractual provision of the Partnership Agreement, which Partnership Agreement was authorized and approved by
Evolve on or before August 2, 2019;
|
• |
the Conflicts Committee members do not own any Class C Preferred Units but own only Common Units (and equity incentive awards that are granted to either of them under the Evolve’s equity incentive plans);
|
• |
Common Unitholders are not required or being requested to approve the transactions contemplated by the Common Unit PIK Distribution Agreement;
|
• |
certain Common Unitholders may have acquired their Common Units at prices higher than current trading prices; and
|
• |
none of Stonepeak, the Conflicts Committee, nor the Evolve Board has requested or received any opinion as to the fairness of the transactions contemplated by the Common Unit PIK Distribution Agreement.
|
• |
Evolve’s inability to make cash distributions due to the restrictions on the payment of cash distributions under its credit agreement and the Partnership Agreement;
|
• |
the belief that paying quarterly distributions on Class C Preferred Units in Common Units is a beneficial alternative relative to further subordination of Common Units;
|
• |
the belief that continuing the payment of quarterly distributions on Class C Preferred Units in Class C Preferred PIK Units increases the likelihood that Common Unitholders would not receive distributions on their Common Units, whether
via a quarterly cash distribution or a liquidating cash distribution, in the future;
|
• |
the belief that preventing further subordination of Common Units benefits Common Unitholders, whether or not the limited call right is exercised;
|
• |
the belief that renegotiating or terminating the Shared Services Agreement would take longer and increase the subordination of Common Units, and with the impending quarterly distribution with respect to the third quarter of 2020, there
was an opportunity to prevent further subordination of Common Units;
|
• |
the consideration to be paid in the exercise of the limited call right is payable fully in cash, which provides Common Unitholders with the ability to invest the proceeds as they see fit;
|
• |
Stonepeak’s familiarity with the business, operations, properties, assets, financial condition, business strategy, and prospects of Evolve, the nature of the midstream oil and natural gas industry and the energy industry in general,
industry trends, the regulatory and legislative environment relevant to the industry in which Evolve operates, global and national economic and market conditions, the depressed market for MLPs, and the ability of MLPs to access the debt and
equity capital markets, both on a historical and on a prospective basis;
|
• |
the impact of the global COVID-19 pandemic and the resulting disruptions to global oil and gas supply and demand, which exacerbated already weak market conditions for the oil and gas industry generally, and companies operating in the
industry, including Evolve;
|
• |
ongoing challenges to Evolve’s current and future performance, including changes in commodity prices and Evolve’s dependence on Mesquite Energy, Inc., a company that recently emerged from bankruptcy and appears to be in a troubled
financial condition, as its only current customer for utilization of Evolve’s Western Catarina gathering system and as Evolve’s primary customer for utilization of its other midstream assets, which limit Evolve’s operating and growth
prospects; and
|
• |
the ability to realize cost savings through the elimination of the expenses of maintaining Evolve as a public company.
|
• |
the Common Unit PIK Distribution Agreement resulted from an arm’s length negotiation between the Conflicts Committee and Stonepeak;
|
• |
each election by Stonepeak Catarina to receive a Common Unit PIK Distribution would prevent further subordination of Common Units to Class C Preferred Units; for example, prior to Common Unitholders being entitled to distributions on
their Common Units, Class C Preferred Units must be redeemed at their liquidation value, which was approximately $411.8 million as of September 30, 2020 and increases by approximately 12.5% per annum with any in-kind quarterly distributions
on Class C Preferred Units;
|
• |
Evolve’s historical and current financial performance and results of operations, which have resulted in tightness in the terms of Evolve’s credit agreement, its prospects and long-term strategy which will require a re-financing of
Evolve’s credit agreement in September 2021, its competitive position in its industry, the outlook for the midstream industry generally and general economic and market conditions;
|
• |
Evolve’s dependence on Mesquite Energy, Inc., a company that recently emerged from bankruptcy and appears to be in a troubled financial condition, as its only current customer for utilization of Evolve’s Western Catarina gathering system
and as Evolve’s primary customer for utilization of its other midstream assets, limits Evolve’s operating and growth prospects;
|
• |
current equity market conditions for midstream and oil and gas related companies generally, and MLPs in particular, which have deteriorated further in light of the global spread of the COVID-19 virus and the decline in crude oil prices,
limit Evolve’s growth prospects;
|
• |
a recent unsolicited non-binding indication of interest received by the General Partner that would imply zero value associated with Common Units;
|
• |
the exercise of the limited call right is pursuant to a pre-existing contractual provision in the Partnership Agreement;
|
• |
the consideration to be paid in the exercise of the limited call right is payable fully in cash, which provides Common Unitholders with the ability to invest the proceeds as they see fit;
|
• |
each member of the Conflicts Committee satisfies the requirements for serving on the Conflicts Committee as required under the Partnership Agreement, including the requirement that all members of the Conflicts Committee be independent
directors;
|
• |
the members of the Conflicts Committee have served on the Evolve Board and are familiar with, and understand, the businesses, assets, liabilities, results of operations, financial condition and competitive positions and prospects of
Evolve;
|
• |
the members of the Conflicts Committee are compensated for their services, and their compensation is in no way contingent on their approving the Common Unit PIK Distribution Agreement; and
|
• |
the exercise of the limited call right would not be subject to any financing condition.
|
• |
the Limited Call Price cannot be determined until Stonepeak causes the General Partner or a controlled affiliate of the General Partner to hold the requisite number of Common Units and exercise the limited call right;
|
• |
Common Unit PIK Distributions will significantly dilute the interests of Common Unitholders;
|
• |
the Limited Call Price could be less than the current trading price of Common Units. Common Units have in the past traded at higher levels than the current trading price. Common Units reached an all-time high trading price (unadjusted
for unit splits) of $57.40 per Common Unit in the third quarter of 2007 and an all-time low trading price of $0.15 per Common Unit in the first quarter of 2020. This trading price history suggests that certain Common Unitholders may have
acquired their Common Units at prices higher than the current trading levels;
|
• |
the lack of feasibility in pursuing open market purchases of Common Units or negotiated purchases of Common Units from third parties given the lack of large Common Unitholders;
|
• |
the increased time and expense of commencing a tender offer to purchase Common Units;
|
• |
none of Stonepeak, the Conflicts Committee nor the Evolve Board has requested or received any opinion as to the fairness of the Common Unit PIK Distributions or the terms of the Common Unit PIK Distribution Agreement, from a financial
point of view, to the Unaffiliated Unitholders any Common Unitholder whose Common Units are purchased upon exercise of the limited call right will cease to participate in future earnings or growth, if any, of Evolve and will not benefit
from increases, if any, in Evolve’s value, including any increases due to an improvement in general economic or industry conditions; and
|
• |
as described in “The Transactions — Material United States Federal Income Tax Consequences,” the sale of Common Units pursuant to the exercise of the limited call right will be a taxable
transaction to Common Unitholders.
|
• |
Evolve delivering to Stonepeak Catarina a fully executed “Supplemental Listing Application” approving the Common Units to be received in Common Unit PIK Distributions for listing by the NYSE American, upon official notice of issuance of
such Common Units. The issuance of Common Units in Common Unit PIK Distributions shall not contravene the rules and regulations of the NYSE American;
|
• |
there are no pending suits, actions or proceedings by or before any federal, state, local or foreign government or political subdivision thereof, or any agency or instrumentality of such government or political subdivision, or any
self-regulated organization or other nongovernmental regulatory authority or quasi-governmental authority, or any arbitrator, court or tribunal of competent jurisdiction challenging or seeking to restrain, preclude, enjoin or prohibit the
transactions contemplated by the Common Unit PIK Distribution Agreement; and
|
• |
each of Stonepeak Catarina and Evolve has complied with applicable federal securities laws applicable to the issuance of Common Units in Common Unit PIK Distributions, including the Exchange Act and the rules and regulations promulgated
thereunder.
|
• |
an individual who is a citizen or resident of the United States;
|
• |
a corporation created or organized under the laws of the United States, any state thereof, or the District of Columbia;
|
• |
an estate, the income of which is subject to United States federal income tax regardless of its source; or
|
• |
a trust that (i) is subject to the primary supervision of a United States court and the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code), or (ii) has a valid election in effect to be
treated as a United States person for United States federal income tax purposes.
|
High
|
Low
|
Cash Distribution
per Common Unit(1)
|
||||||||||
Year Ended December 31, 2020:
|
||||||||||||
First Quarter
|
$
|
0.59
|
$
|
0.15
|
$
|
—
|
||||||
Second Quarter
|
0.64
|
0.28
|
—
|
|||||||||
Third Quarter
|
0.39
|
0.26
|
—
|
|||||||||
Fourth Quarter
|
1.60
|
0.28
|
—
|
|||||||||
Year Ended December 31, 2021:
|
||||||||||||
First Quarter
|
$
|
1.77
|
$
|
0.58
|
$
|
—
|
||||||
Second Quarter
|
1.46
|
0.63
|
—
|
|||||||||
Third Quarter
|
1.93
|
0.85
|
—
|
|||||||||
Fourth Quarter
|
1.42
|
0.55
|
—
|
|||||||||
Year Ended December 31, 2022:
|
||||||||||||
First Quarter
|
$
|
1.25
|
$
|
0.30
|
$
|
—
|
||||||
Second Quarter
|
0.78
|
0.38
|
—
|
|||||||||
Third Quarter
|
0.51
|
0.31
|
—
|
(2)
|
||||||||
Fourth Quarter (through November 18, 2022)
|
0.37
|
0.19
|
—
|
(3)
|
(1) |
Represents the distribution in respect of such quarter but paid during the following quarter.
|
(2) |
Distribution with respect to the third quarter of 2022 has not been declared or paid.
|
(3) |
Distribution with respect to the fourth quarter of 2022 has not been declared or paid.
|
Nine Months Ended
September 30,
|
Year Ended December 31,
|
|||||||||||
(in thousands of dollars, except per unit data)
|
2022
|
2021
|
2020
|
|||||||||
Statements of Operations:
|
||||||||||||
Total revenues
|
$
|
29,399
|
$
|
51,482
|
$
|
45,456
|
||||||
Total operating expenses
|
32,061
|
40,505
|
52,973
|
|||||||||
Net income (loss)
|
||||||||||||
Net income (loss)
|
(42,317
|
)
|
(154,539
|
)
|
(118,761
|
)
|
||||||
Net income (loss) per unit
|
||||||||||||
Common units – Basic and Diluted
|
$
|
(0.30
|
)
|
$
|
(2.04
|
)
|
$
|
(5.94
|
)
|
Nine Months Ended
September 30,
|
Year Ended December 31,
|
|||||||||||
(in thousands of dollars, except per unit data)
|
2022
|
2021
|
2020
|
|||||||||
Cash distributions declared per common unit
|
$
|
—
|
$
|
—
|
$
|
—
|
||||||
Balance Sheets:
|
||||||||||||
Current Assets
|
7,013
|
22,434
|
8,983
|
|||||||||
Noncurrent Assets
|
229,468
|
238,265
|
344,738
|
|||||||||
Gathering and transportation assets, net
|
$
|
88,898
|
$
|
98,235
|
$
|
105,323
|
||||||
Total assets
|
236,481
|
260,699
|
353,721
|
|||||||||
Current Liabilities
|
438,925
|
423,151
|
485,954
|
|||||||||
Noncurrent Liabilities
|
23,257
|
62,668
|
21,311
|
|||||||||
Long-term debt, net of discount and debt issuance costs
|
—
|
39,488
|
—
|
|||||||||
Total Liabilities
|
462,182
|
485,819
|
507,265
|
|||||||||
Total partners’ (deficit)
|
(225,701
|
)
|
(225,120
|
)
|
(153,544
|
)
|
SEC Filing Fee
|
$
|
1,295.05
|
|
|
Printing and Mailing Expenses
|
100,000.00
|
|||
Legal and Accounting Fees and Expenses
|
500,000.00
|
|||
Paying Agent for Limited Call Right
|
5,000.00
|
|||
Miscellaneous Expenses
|
5,000.00
|
|||
Total
|
$
|
611,295.05
|
|
Name
|
Title
|
Present Occupation or Employment, Five-Year Employment History and Address
|
||
Michael Bricker
|
Director
|
Mr. Bricker was appointed as a member of the Evolve Board in September 2020. Mr. Bricker is a Managing Director at Stonepeak Partners and has been with Stonepeak Partners since 2017. Mr. Bricker currently
serves as a member of the Operating Committee for Whistler Pipeline, a greenfield natural gas pipeline, and on the Board of Directors of Oryx Midstream Services LLC, the owner and operator of a crude oil pipeline system, both located in the
Permian Basin. Prior to joining Stonepeak Partners, Mr. Bricker was an investment professional for First Reserve Energy Infrastructure Fund, a private equity firm that focuses on energy infrastructure investments. Mr. Bricker started his
career as an Analyst in Citigroup’s oil and gas investment banking group. Mr. Bricker holds a Master in Professional Accounting with a Minor in Finance, graduating with high honors from the University of Texas at Austin.
|
||
Randall L. Gibbs
|
Chief Executive
Officer and Director
|
Mr. Gibbs was appointed as a member of the Evolve Board and Chief Executive Officer effective December 2021. From August 2019 to present, Mr. Gibbs has served as a co-founder and Chief Executive Officer of
HOBO. Prior to his work with HOBO, beginning in 2001, Mr. Gibbs was sole owner and Chief Executive Officer of Multifuels LP, through which Mr. Gibbs founded, developed and transacted multiple energy infrastructure transactions, including
Freebird Natural Gas Storage and Multifuels Midstream Group LLC.
|
Name
|
Title
|
Present Occupation or Employment, Five-Year Employment History and Address
|
||
Michael Heim
|
Director
|
Mr. Heim was appointed as a member of the Evolve Board in April 2022. Mr. Heim is currently an independent consultant in the energy industry, a role he has held since April 2019. Mr. Heim is also an Operating
Partner at Stonepeak Partners. Mr. Heim currently serves on the Board of Directors of Oryx Midstream LLC, a private midstream crude operator, and West Texas Gas, a private company involved in natural gas distribution, natural gas and
natural gas liquids transmission services and related gathering and processing operations, roles he has held since July 2019 and October 2021, respectively. Mr. Heim also presently serves on the Management Committee representing the Canada
Pension Plan Investment Board (“CPPIB”) in a midstream joint venture between the Williams Company and CPPIB in Appalachia, a role he has held since fall 2019. From March 2016 to April 2019 Mr. Heim served as Vice Chairman of the
Board of Directors of Targa Resources Corp. (“Targa”), a company he co-founded. From November 2015 to February 2016, he served as Vice Chairman and a member of the board of directors of the general partner of Targa Resources Partners
LP. From January 2012 to November 2015, Mr. Heim served as President and Chief Operating Officer of Targa. From October 2005 to December 2011, Mr. Heim served as Executive Vice President and Chief Operating Officer of Targa. He also served
as an officer of an affiliate of Targa during 2004 and 2005 and was a consultant for the affiliate during 2003. Mr. Heim also served as a consultant in the energy industry from 2001 through 2003 providing advice to various energy companies
and investors regarding their operations, acquisitions and dispositions. Mr. Heim served as Chief Operating Officer and Executive Vice President of Coastal Field Services, a subsidiary of The Coastal Corp. (“Coastal”), a diversified
energy company, from 1997 to 2001 and President of Coastal States Gas Transmission Company from 1997 to 2001. In these positions, he was responsible for Coastal’s midstream gathering, processing, and marketing businesses. Prior to 1997, he
served as an officer of several other Coastal exploration and production, marketing and midstream subsidiaries. Mr. Heim brings more than 40 years of experience in building, operating and managing midstream assets in the U.S. to the Evolve
Board. He also brings substantial experience in joint ventures, project finance and project development having been involved in numerous new construction, operations, commercial decisions, risk planning and governmental and industry
advocacy activities over the course of his career.
|
||
Michael A. Keuss
|
President and Chief Operating Officer
|
Mr. Keuss was elected President and Chief Operating Officer of the General Partner effective December 2021. From August 2019 to present, Mr. Keuss has served as a co-founder and President of HOBO. From June
2018 to August 2019, Mr. Keuss served as founder, officer and director of Aristide Energy Corporation and from 2011 to 2018, Mr. Keuss served as Vice President of Business Development for Kolmar Group. From 2000 to 2010, Mr. Keuss worked
for LyondellBasell and Musket Corporation where he held various marketing roles in physical trading.
|
Name
|
Title
|
Present Occupation or Employment, Five-Year Employment History and Address
|
||
David Kinder
|
Director
|
Mr. Kinder was appointed as a member of the Evolve Board in September 2022 and is also currently an Operating Partner at Stonepeak Partners. Additionally, Mr. Kinder is President of TP Power, LLC which owns
and operates power plants in Texas and is a partner at Sabine Property Partners, which focuses on commercial real estate opportunities in Texas. Mr. Kinder currently serves on the Board of Directors of Oryx Midstream LLC, a private
midstream crude operator in the Permian Basin and Zenith Energy, a leading global operator of independent liquids terminals, roles that he has held since 2019 and 2014, respectively. Additionally, he was a board member and audit chair from
2013 to 2017 of Western Refining Logistics, L.P (“WNRL”) which owned and operated crude oil and refined products pipelines, terminals and other logistics assets. Mr. Kinder was Vice President of Corporate Development and Treasurer of
Kinder Morgan, Inc. (“KMI”) and Kinder Morgan Energy Partners, L.P. (“KMP”) from 2005 until retiring from the companies in 2013 and Vice President, Corporate Development and Treasurer of the general partner of El Paso Pipeline
Partners, L.P (“EPB”) from 2012 until retiring from the company in 2013. Mr. Kinder held various management roles for the Kinder Morgan companies from 1999 - 2013. Kinder Morgan is one of the largest diversified energy infrastructure
companies in North America. Mr. Kinder brings to the Evolve Board over 25 years of experience in the acquisition, divestiture, financing, and development of energy assets in North America. He graduated cum laude with a Bachelor of Business
Administration in Finance and minor in History from Texas Christian University.
|
||
Richard S. Langdon
|
Director
|
Mr. Langdon was appointed as a member of the Evolve Board in March 2015 and was previously a director of Sanchez Production Partners LLC having been first appointed in 2006. Mr. Langdon is currently the Chief
Executive Officer, President and Chief Financial Officer of Altamont Energy LLC, a privately held exploration and production company. Mr. Langdon previously served as the President and Chief Executive Officer of Badlands Energy, Inc., a
privately held exploration and production company (“Badlands Energy”), and its publicly traded predecessor entity, Gasco Energy, Inc. (“Gasco”), from May 2013 to October 2018. Mr. Langdon also served as a director of Badlands
Energy and its predecessor, Gasco since 2003. Badlands Energy filed for bankruptcy in August 2017. In addition to his Badlands Energy titles, Mr. Langdon also served as Debtor-in-Possession for Badlands Energy, Inc. from August 2017 to
October 2018. Mr. Langdon also currently serves on the board of directors, as chairman of the audit committee and as a member of the compensation committee of Gulfslope Energy, Inc., which capacities he has served in since March 2014. Mr.
Langdon was the President and Chief Executive Officer of KMD Operating Company LLC (“KMD Operating”), a privately held production company, from November 2011 until December 2015 and Matris Exploration Company L.P., a privately held
production company, from July 2004 until the merger of Matris Exploration into KMD Operating in November 2011, which merger was effective January 2011. Mr. Langdon also served as President and Chief Executive Officer of Sigma Energy
Ventures, LLC, a privately held production company, from November 2007 until November 2013. From 1997 until 2002, Mr. Langdon served as Executive Vice President and Chief Financial Officer of EEX Corporation, a publicly traded exploration
and production company that merged with Newfield Exploration Company in 2002. Prior to that, he held various positions with the Pennzoil Companies from 1991 to 1996, including Executive Vice President—International Marketing—Pennzoil
Products Company; Senior Vice President—Business Development—Pennzoil Company; and Senior Vice President—Commercial & Control—Pennzoil Exploration & Production Company.
|
Name
|
Title
|
Present Occupation or Employment, Five-Year Employment History and Address
|
||
Steven E. Meisel
|
Director
|
Mr. Meisel was appointed as a member of the Evolve Board in September 2020 and is also the Co-Chief Executive Officer of Discovery Midstream Holdings II. Prior to joining Discovery II, Mr. Meisel co-founded
Discovery Midstream I in 2016, and grew a small greenfield G&P project into the premier system on the southern side of the DJ Basin. The asset was sold to Williams and KKR in August 2018 for $1.2B. Prior to Discovery I, Mr. Meisel
served as Vice President of Business Development at Wildcat Midstream Partners, leading the commercial efforts in North Louisiana while also securing Wildcat’s Southern Midland Basin oil pipeline project. Prior to Wildcat, Mr. Meisel worked
in various capacities for Regency Energy including corporate development, corporate finance and business development. Mr. Meisel started his career as an Analyst in Southwest Securities investment banking group. Mr. Meisel has a Bachelor of
Finance from the University of Kansas.
|
||
John T. Steen III
|
Chairman
|
Mr. Steen was appointed as a member of the Evolve Board in September 2020. Mr. Steen is currently an Operating Partner with Stonepeak Partners and supports Stonepeak Partner’s efforts in the midstream energy
sector. Mr. Steen also serves as the Chief Executive Officer of West Texas Gas, a leading firm in natural gas distribution operations, natural gas transmission services, gas gathering/processing, and natural gas liquids transmission
services. Prior to joining Stonepeak Partners, Mr. Steen was CEO of Paradigm Energy Partners with a focus on oil and gas pipeline and storage assets in the Bakken Shale of North Dakota and the Eagle Ford Shale of South Texas. Prior to
Paradigm, Mr. Steen worked as Vice President for Sage Midstream, as well as in various midstream business development capacities for Energy Transfer and LDH Energy. He is the Chairman of the Texas Racing Commission, which oversees all
pari-mutuel wagering on horse and greyhound racing in the state of Texas. Mr. Steen also serves on the boards of Oryx Midstream Services LLC and King Ranch, Inc. He graduated cum laude from Vanderbilt University and received an MBA from the
Wharton School as well as an MA in International Studies from the University of Pennsylvania. Mr. Steen is also a CFA charterholder.
|
||
Charles Ward
|
Chief Financial
Officer and Secretary
|
Mr. Ward was elected Chief Financial Officer and Secretary of the General Partner in March 2015. Mr. Ward previously served as Chief Financial Officer and Treasurer of Sanchez Production Partners LLC from
March 2008 until its conversion to a limited partnership in March 2015 and Secretary from July 2014 until March 2015. Mr. Ward also served as a Vice President of Constellation Energy Commodities Group, Inc. from November 2005 until December
2008. Prior to that time, he was a Vice President of Enron Creditors Recovery Corp. from March 2002 to November 2005.
|
Person
|
Number
|
Percentage of Outstanding
Common Units(1)
|
Securities Transactions
in Past 60 Days
|
||
Stonepeak Filing Entities(2)
|
200,107,218
|
80.3%
|
—
|
||
Michael Bricker
|
—
|
—
|
|||
Randall L. Gibbs
|
—
|
—
|
|||
Michael Heim
|
—
|
—
|
|||
Michael A. Keuss
|
—
|
—
|
|||
David Kinder
|
—
|
—
|
|||
Richard Langdon
|
—
|
—
|
|||
Steven E. Meisel
|
—
|
—
|
|||
John T. Steen III
|
—
|
—
|
|||
Charles Ward
|
—
|
—
|
|||
Stonepeak Filing Entities and listed individuals as a group
|
200,107,218
|
—
|
(1) |
Based on 249,073,000 Common Units outstanding, which includes the 23,765,948 Common Units issuable upon exercise of the Warrant (following Amendment No. 9). This percentage also includes the 27,442,638 Common Units that Stonepeak
Catarina has the right to acquire upon issuance of the Third Quarter 2022 Common Unit PIK Distribution.
|
(2) |
Includes 135,388,840 Common Units held directly by Stonepeak Catarina, approximately 23,765,948 Common Units that Stonepeak Catarina currently has the right to acquire upon exercise of the Warrant (following Amendment No. 9), 4,509,792
Common Units held by SP Common Equity Subsidiary LLC, 9,000,000 Common Units held by SP Preferred Equity Subsidiary LLC and 27,442,638 Common Units that Stonepeak Catarina has the right to acquire upon issuance of the Third Quarter 2022
Common Unit PIK Distribution.
|
Transaction Valuation
|
Fee Rate
|
Amount of filing
Fee
|
||||||||||
Fees to Be Paid
|
$
|
11,751,787.70
|
(1)
|
0.0001102
|
$
|
1,295.05
|
(2)
|
|||||
Fees Previously Paid
|
||||||||||||
Total Transaction Valuation
|
$
|
11,751,787.70
|
||||||||||
Total Fees Due for Filing
|
$
|
1,295.05
|
||||||||||
Total Fees Previously Paid
|
||||||||||||
Total Fee Offsets
|
||||||||||||
Net Fee Due
|
$
|
1,295.05
|
|
(1) |
As of November 21, 2022, 197,864,414 Common Units were outstanding of which 148,898,632 were owned by Stonepeak Catarina Holdings, LLC and its controlled affiliates (collectively, “Stonepeak”). For purposes of calculating the fee only,
this amount is based upon the 48,965,782 outstanding Common Units not owned by Stonepeak multiplied by $0.24 per Common Unit, resulting in a transaction value of $11,751,787.7. Such price would be paid if Stonepeak caused its general partner,
Evolve Transition Infrastructure GP LLC (the “General Partner”), or an affiliate of the General Partner, to exercise the limited call right described in Section 15.1 of the Third Amended and Restated Agreement of Limited Partnership of Evolve
Transition Infrastructure LP (the “Partnership Agreement”). Such purchase price per Common Unit was calculated pursuant to Section 15.1(a) of the Partnership Agreement.
|
(2) |
The amount of the filing fee, calculated in accordance with Exchange Act Rule 0-11 and the Securities and Exchange Commission Fee Rate Advisory #1 for Fiscal Year 2023, was calculated by multiplying $11,751,787.7 by 0.0001102.
|