UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 18)*
Evolve Transition Infrastructure LP
(Name of Issuer)
COMMON UNITS
(Title of Class of Securities)
30053M104
(CUSIP Number)
Adrienne Saunders
General Counsel
c/o Stonepeak Infrastructure Partners
55 Hudson Yards
550 W. 34th St., 48th Floor
New York, NY 10001
212-907-5100
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 4, 2023
(Date of Event which Requires Filing of this Statement)
If the filing persons has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to
the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP NO. 30053M104
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Page 2 of 17 Pages
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1
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NAMES OF REPORTING PERSONS
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SP COMMON EQUITY SUBSIDIARY LLC
|
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|||
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
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|
|
||||
|
3
|
SEC USE ONLY
|
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| |
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|||
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||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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|
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||
|
OO
|
|
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|||
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|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
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||
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|
||||
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||||
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
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|||
|
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|
||||
|
8
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SHARED VOTING POWER
|
|
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||
|
4,509,792
|
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|||
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||||
|
9
|
SOLE DISPOSITIVE POWER
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||
| 0 |
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|||
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||||
|
10
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SHARED DISPOSITIVE POWER
|
|
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||
|
4,509,792
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|||
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||||
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11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
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|
4,509,792
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|||
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||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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|
☐
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||
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||||
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||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
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|
1.8%
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|||
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||||
|
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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|||
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||||
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CUSIP NO. 30053M104
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Page 3 of 17 Pages
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1
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NAMES OF REPORTING PERSONS
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SP PREFERRED EQUITY SUBSIDIARY LLC
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||||
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2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
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|
||||
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3
|
SEC USE ONLY
|
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||
| |
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|
|||
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||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||
|
OO
|
|
|
|||
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|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
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|
|
||||
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|
||||
|
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
9,000,000
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
9,000,000
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
9,000,000
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
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|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
3.5%
|
|
|
|||
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||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
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||
|
OO
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|||
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||||
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CUSIP NO. 30053M104
|
Page 4 of 17 Pages
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1
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NAMES OF REPORTING PERSONS
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STONEPEAK CATARINA HOLDINGS LLC
|
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|||
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||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
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||
|
WC
|
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|
|||
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|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
82.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO, HC
|
|
|
|||
|
|
|
||||
1. This amount includes approximately 27,017,268 Common Units that the Reporting Person currently has the right to acquire upon exercise of the Warrant.
|
CUSIP NO. 30053M104
|
Page 5 of 17 Pages
|
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1
|
NAMES OF REPORTING PERSONS
|
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||
|
STONEPEAK TEXAS MIDSTREAM HOLDCO LLC
|
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|
|||
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|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
82.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO, HC
|
|
|
|||
|
|
|
||||
1. This amount includes approximately 27,017,268 Common Units that the Reporting Person currently has the right to acquire upon exercise of the Warrant.
|
CUSIP NO. 30053M104
|
Page 6 of 17 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
STONEPEAK CATARINA UPPER HOLDINGS LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
82.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO, HC
|
|
|
|||
|
|
|
||||
1. This amount includes approximately 27,017,268 Common Units that the Reporting Person currently has the right to acquire upon exercise of the Warrant.
|
CUSIP NO. 30053M104
|
Page 7 of 17 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
82.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN, HC
|
|
|
|||
|
|
|
||||
1. This amount includes approximately 27,017,268 Common Units that the Reporting Person currently has the right to acquire upon exercise of the Warrant.
|
CUSIP NO. 30053M104
|
Page 8 of 17 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
STONEPEAK ASSOCIATES LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
82.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO, HC
|
|
|
|||
|
|
|
||||
1. This amount includes approximately 27,017,268 Common Units that the Reporting Person currently has the right to acquire upon exercise of the Warrant.
|
CUSIP NO. 30053M104
|
Page 9 of 17 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
STONEPEAK GP HOLDINGS LP
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
82.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
PN, HC
|
|
|
|||
|
|
|
||||
1. This amount includes approximately 27,017,268 Common Units that the Reporting Person currently has the right to acquire upon exercise of the Warrant.
|
CUSIP NO. 30053M104
|
Page 10 of 17 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
STONEPEAK GP INVESTORS LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
AF
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
82.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO, HC
|
|
|
|||
|
|
|
||||
1. This amount includes approximately 27,017,268 Common Units that the Reporting Person currently has the right to acquire upon exercise of the Warrant.
|
CUSIP NO. 30053M104
|
Page 11 of 17 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
STONEPEAK GP INVESTORS MANAGER LLC
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
Delaware
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
82.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
OO, HC
|
|
|
|||
|
|
|
||||
1. This amount includes approximately 27,017,268 Common Units that the Reporting Person currently has the right to acquire upon exercise of the Warrant.
|
CUSIP NO. 30053M104
|
Page 12 of 17 Pages
|
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
MICHAEL DORRELL
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
| |
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
|
United States of America
|
|
|
|||
|
|
|
||||
|
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
| 0 |
|
|
|||
|
|
|
||||
|
8
|
SHARED VOTING POWER
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
| 0 |
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
231,761,668 (1)
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
82.3%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
|
IN, HC
|
|
|
|||
|
|
|
||||
1. This amount includes approximately 27,017,268 Common Units that the Reporting Person currently has the right to acquire upon exercise of the Warrant.
|
CUSIP NO. 30053M104
|
Page 13 of 17 Pages
|
|
Item 1.
|
Security and Issuer
|
Item 1 of the Schedule 13D is hereby amended by adding the following:
This Amendment No. 18 to Schedule 13D (“Amendment No. 18”) is being filed by the undersigned, pursuant to §240.13d-2(a), with respect to the Common Units (the “Common Units”) of Evolve Transition
Infrastructure LP (the “Issuer” or the “Partnership”) that the Reporting Persons are deemed to beneficially own. The Issuer’s principal executive offices are located at 1360 Post Oak Blvd, Suite 2400, Houston, TX, 77056. This Amendment No. 18
amends and supplements the statement on the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 26, 2015, as amended by Amendment No. 1, filed with the SEC on January 27, 2017, Amendment No. 2, filed with the SEC
on February 22, 2017, Amendment No. 3, filed with the SEC on May 31, 2017, Amendment No. 4 filed with the SEC on February 4, 2019, Amendment No. 5, filed with the SEC on August 6, 2019, Amendment No. 6, filed with the SEC on September 4, 2020,
Amendment No. 7, filed with the SEC on September 9, 2020, Amendment No. 8, filed with the SEC on October 5, 2020, Amendment No. 9, filed with the SEC on November 18, 2020, Amendment No. 10, filed with the SEC on February 1, 2021, Amendment No. 11,
filed with the SEC on May 4, 2021, Amendment No. 12, filed with the SEC on August 3, 2021, Amendment No. 13, field with the SEC on November 2, 2021, Amendment No. 14, filed with the SEC on February 2, 2022, Amendment No. 15, filed with the SEC on
May 3, 2022, Amendment No. 16, filed with the SEC on August 2, 2022, and Amendment No. 17, filed with the SEC on November 22, 2022 (collectively the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 18 does not modify any
of the information previously reported in the Schedule 13D. Capitalized terms used herein and not otherwise defined in this Amendment No. 18 have the meanings set forth in the Schedule 13D.
|
Item 4.
|
Purpose of Transaction
|
Item 4 of the Schedule 13D is hereby amended by adding the following:
Pursuant to Stonepeak Catarina’s right under the Letter Agreement described in Amendment No. 9, on April 28, 2023, SP Holdings, a wholly-owned subsidiary of Stonepeak Catarina
and the sole member of the General Partner, provided notice to the Board of its election to receive the first quarter 2023 quarterly distribution on the Class C Preferred Units in the form of Common Units (in lieu of payment-in-kind Class C Preferred
Units), pursuant to which Stonepeak Catarina will acquire 28,403,130 Common Units (the “Q1 2023 Distribution”), subject to the Partnership’s delivery to Stonepeak Catarina a fully executed Supplemental Listing Application approving the 28,403,130
Common Units under the Q1 2023 Distribution for listing by the NYSE American.
On May 1, 2023, Stonepeak Catarina and the Issuer entered into Amendment No. 10 to the Warrant to exclude from the Warrant the 4,260,470 Common Units included in the increase to
the Issuer’s Long-Term Incentive Plan, effective March 6, 2015, as a result of the issuance of the Q1 2023 Distribution. The foregoing description of Amendment No. 10 to the Warrant does not purport to be complete and is qualified in its entirety by
the full text of Amendment No. 10 to the Warrant, a copy of which is filed as Exhibit X hereto and incorporated herein by reference.
On May 4, 2023, the Supplemental Listing Application was approved by the NYSE American, and there were no further conditions to the payment of the Q1 2023 Distribution. The
Reporting Persons expect the Issuer to issue the Common Units in the Q1 2023 Distribution to Stonepeak Catarina on May 23, 2023.
At any time the Reporting Persons hold more than 80% of the outstanding Common Units, whether as a result of a quarterly distribution on the Class C Preferred Units in the form
of Common Units, the exercise of the Warrant or other acquisition of Common Units, which will occur as soon as Stonepeak Catarina receives the Q1 2023 Distribution, and completes the Stonepeak LCR Transfer (as defined herein), the Reporting Persons
will be able to cause the General Partner or a controlled affiliate of the General Partner to exercise the limited call right (the “limited call right”) provided for in Section 15.1 of the Third Amended and Restated Agreement of Limited Partnership
of Evolve (the “Partnership Agreement”) to purchase all outstanding Common Units (other than Common Units held by the General Partner or its controlled affiliates), at a price per Common Unit determined pursuant to Section 15.1 of the Partnership
Agreement. As of the date of this Amendment No. 18, the General Partner and its controlled affiliates do not own any Common Units.
The Reporting Persons would effect any such exercise of its limited call right by: (i) either (a) transferring control over or (b) transferring all of the Common Units held by it
to the General Partner or a controlled affiliate of the General Partner (the “Stonepeak LCR Transfer”); and (ii) causing the General Partner, which under Section 15.1 of the Partnership Agreement has the right to exercise the limited call right, to
either (a) exercise the limited call right or (b) assign and transfer such right to a controlled affiliate of the General Partner and then exercise (or cause the exercise) of such limited call right.
|
CUSIP NO. 30053M104
|
Page 14 of 17 Pages
|
As of the date of this Amendment No. 18, the Reporting Persons have not exercised the Warrant and have not received the Q1 2023 Distribution and, accordingly, have not caused the
exercise of the limited call right. Although the Reporting Persons do not currently intend to cause the exercise of the limited call right, after the Q1 2023 Distribution, the Reporting Persons will hold more than 80% of the outstanding Common Units,
and assuming they were to complete the Stonepeak LCR Transfer, the Reporting Persons will be able to cause the General Partner or a controlled affiliate of the General Partner to exercise the limited call right. If the limited call right is
exercised, the General Partner or one of its controlled affiliates will purchase all of the Common Units (other than Common Units held by the General Partner or its controlled affiliates), the Issuer will cease to be a public company, registration of
Common Units under the Exchange Act will be terminated and Common Units will cease to be quoted on the NYSE American.
Previously, SP Holdings provided notice to the Board of its election to receive the fourth quarter 2022 quarterly distribution on the Class C Preferred Units in kind, pursuant to
which Stonepeak Catarina acquired 1,276,605 Class C Preferred Units on February 28, 2023 (the “Q4 2022 Distribution”). After the Q4 2022 Distribution, the Reporting Persons owned, and currently own, an aggregate 37,751,041 Class C Preferred Units.
The Class C Preferred Units have the same voting rights as the holders of the Common Units but are not convertible into Common Units and, accordingly, are excluded from the Reporting Persons’ beneficial ownership reported herein.
In addition, on December 28, 2022, Stonepeak Catarina and the Issuer entered into Amendment No. 9 to the Warrant to exclude from the Warrant the 4,116,396 Common Units included
in the increase to the Issuer’s Long-Term Incentive Plan, effective March 6, 2015, resulting from the issuance of 27,442,638 Common Units to Stonepeak Catarina in the Q3 2022 Distribution. The foregoing description of Amendment No. 9 to the Warrant
does not purport to be complete and is qualified in its entirety by the full text of Amendment No. 9 to the Warrant, a copy of which is filed as Exhibit W hereto and incorporated herein by reference.
|
Item 5.
|
Interest in Securities of the Issuer
|
Item 5(a) - (c) of the Schedule 13D is hereby amended by adding the following:
(a) As of the date hereof, each of the Catarina Reporting Persons may be deemed the beneficial owner of 231,761,668 Common Units, which amount represents approximately 82.3% of
the outstanding Common Units. This amount includes: (i) 162,831,478 Common Units held directly by Stonepeak Catarina; (ii) approximately 27,017,268 Common Units that Stonepeak Catarina currently has the right to acquire upon exercise of the Warrant
held directly by Stonepeak Catarina; (iii) 4,509,792 Common Units held directly by SPCE Sub; (iv) 9,000,000 Common Units held directly by SPPE Sub; and (v) 28,403,130 Common Units that Stonepeak Catarina has the right to acquire pursuant to the Q1
2023 Distribution. As of the date hereof, SPCE Sub may be deemed the beneficial owner of 4,509,792 Common Units, which amount represents approximately 1.8% of the outstanding Common Units, and SPPE Sub may be deemed the beneficial owner of 9,000,000
Common Units, which amount represents approximately 3.5% of the outstanding Common Units.
The foregoing beneficial ownership percentages are based on approximately 281,452,170 Common Units outstanding, which assumes the issuance of (i) the 28,403,130 Common Units
issuable pursuant to the Q1 2023 Distribution and (ii) for purposes of calculating the Catarina Reporting Persons’ beneficial ownership pursuant to Rule 13d-3(d)(i) under the Act, the approximately 27,017,268 Common Units issuable upon exercise of
the Warrant.
(b) The Catarina Reporting Persons have shared voting power and shared dispositive power with regard to the 162,831,478 Common Units held directly by Stonepeak Catarina, the
approximately 27,017,268 Common Units that Stonepeak Catarina currently has the right to acquire upon exercise of the Warrant held directly by Stonepeak Catarina and the 28,403,130 Common Units that Stonepeak Catarina has the right to acquire
pursuant to the Q1 2023 Distribution. The Catarina Reporting Persons have shared voting power and shared dispositive power with SPCE Sub with regard to the 4,509,792 Common Units held directly by SPCE Sub and have shared voting power and shared
dispositive power with SPPE Sub with regard to the 9,000,000 Common Units held directly by SPPE Sub.
(c) The response to Item 4 of this Amendment No. 18 is incorporated by reference herein. Except as set forth in the Amendment No. 18, there were no transactions in Common Units
by the Reporting Persons effected during the past 60 days.
|
CUSIP NO. 30053M104
|
Page 15 of 17 Pages
|
|
Item 7.
|
Material to Be Filed as Exhibits
|
Item 7 of the Schedule 13D is hereby amended by adding the following:
|
Exhibit W:
|
Amendment No. 9 to Warrant Exercisable for Junior Securities, effective December 28, 2022 (incorporated by reference to Exhibit 10.1 to the Issuer’s current report on Form
8-K, filed with the SEC on December 30, 2022).
|
|
Exhibit X:
|
Amendment No. 10 to Warrant Exercisable for Junior Securities, effective May 1, 2023 (incorporated by reference to Exhibit 10.1 to the Issuer’s current report on Form 8-K,
filed with the SEC on May 2, 2023).
|
|
CUSIP NO. 30053M104
|
Page 16 of 17 Pages
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
|
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
|
|
|
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
|
|
|
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
|
|
CUSIP NO. 30053M104
|
Page 17 of 17 Pages
|
|
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
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By: /s/ Michael Dorrell
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Name: Michael Dorrell
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Title: Managing Member
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STONEPEAK ASSOCIATES LLC
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By: STONEPEAK GP HOLDINGS LP, its sole member
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By: STONEPEAK GP INVESTORS LLC, its general partner
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By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
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By: /s/ Michael Dorrell
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Name: Michael Dorrell
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Title: Managing Member
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STONEPEAK GP HOLDINGS LP
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By: STONEPEAK GP INVESTORS LLC, its general partner
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By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
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By: /s/ Michael Dorrell
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Name: Michael Dorrell
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Title: Managing Member
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STONEPEAK GP INVESTORS LLC
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By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
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By: /s/ Michael Dorrell
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Name: Michael Dorrell
|
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Title: Managing Member
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STONEPEAK GP INVESTORS MANAGER LLC
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By: /s/ Michael Dorrell
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Name: Michael Dorrell
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Title: Managing Member
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/s/ Michael Dorrell
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Michael Dorrell
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May 8, 2023
Attention: Intentional misstatements or omissions of fact constitute federal violations (see 18 U.S.C. 1001)