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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 |
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|
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 |
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| 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
|
|
(a)(3) | | | Disclosure Statement, dated January 8, 2024 | |
(b) | | | None | |
(c) | | | None | |
(d)(1) | | | | |
(d)(2) | | | | |
(d)(3) | | | | |
(d)(4) | | | | |
(d)(5) | | | | |
(d)(6) | | | | |
(d)(7) | | | | |
(d)(8) | | | | |
(d)(9) | | | | |
(d)(10) | | | |
Exhibit No.
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| |
Description
|
|
(d)(11) | | | | |
(d)(12) | | | | |
(d)(13) | | | | |
(d)(14) | | | | |
(d)(15) | | | | |
(d)(16) | | | | |
(f) | | | None | |
(g) | | | None | |
107 | | | Filing Fee Table | |
| Date: January 8, 2024 | | |
SP COMMON EQUITY SUBSIDIARY LLC
By:
EVOLVE TRANSITION INFRASTRUCTURE GP LLC, its manager
|
|
| | | |
By:
/s/ Charles C. Ward
Name: Charles C. Ward
Title: Chief Financial Officer, Secretary and Interim Chief Executive Officer |
|
| | | |
SP PREFERRED EQUITY SUBSIDIARY LLC
By:
EVOLVE TRANSITION INFRASTRUCTURE GP LLC, its manager
|
|
| | | |
By:
/s/ Charles C. Ward
Name: Charles C. Ward
Title: Chief Financial Officer, Secretary and Interim Chief Executive Officer |
|
| | | |
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 HOLDINGS LP, its managing member
By:
STONEPEAK GP INVESTORS UPPER HOLDINGS LP, its general partner
By:
STONEPEAK GP INVESTORS HOLDINGS MANAGER LLC, its general partner
|
|
| | | |
By:
/s/ Michael Dorrell
Name: Michael Dorrell
Title: Chairman, Chief Executive Officer and Co-founder |
|
| | | |
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 HOLDINGS LP, its managing member
By:
STONEPEAK GP INVESTORS UPPER HOLDINGS LP, its general partner
By:
STONEPEAK GP INVESTORS HOLDINGS MANAGER LLC, its general partner
|
|
| | | |
By:
/s/ Michael Dorrell
Name: Michael Dorrell
Title: Chairman, Chief Executive Officer and Co-founder |
|
| | | |
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 HOLDINGS LP, its managing member
By:
STONEPEAK GP INVESTORS UPPER HOLDINGS LP, its general partner
By:
STONEPEAK GP INVESTORS HOLDINGS MANAGER LLC, its general partner
|
|
| | | |
By:
/s/ Michael Dorrell
Name: Michael Dorrell
Title: Chairman, Chief Executive Officer and Co-founder |
|
| | | |
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 HOLDINGS LP, its managing member
By:
STONEPEAK GP INVESTORS UPPER HOLDINGS LP, its general partner
By:
STONEPEAK GP INVESTORS HOLDINGS MANAGER LLC, its general partner
|
|
| | | |
By:
/s/ Michael Dorrell
Name: Michael Dorrell
Title: Chairman, Chief Executive Officer and Co-founder |
|
| | | |
STONEPEAK ASSOCIATES LLC
By:
STONEPEAK GP HOLDINGS LP, its sole member
By:
STONEPEAK GP INVESTORS LLC, its general partner
By:
STONEPEAK GP INVESTORS HOLDINGS LP, its managing member
By:
STONEPEAK GP INVESTORS UPPER HOLDINGS LP, its general partner
By:
STONEPEAK GP INVESTORS HOLDINGS MANAGER LLC, its general partner
|
|
| | | |
By:
/s/ Michael Dorrell
Name: Michael Dorrell
Title: Chairman, Chief Executive Officer and Co-founder |
|
| | | |
STONEPEAK GP HOLDINGS LP
By:
STONEPEAK GP INVESTORS HOLDINGS LLC, its general partner
By:
STONEPEAK GP INVESTORS HOLDINGS MANAGER LLC, its managing member
|
|
| | | |
By:
/s/ Michael Dorrell
Name: Michael Dorrell
Title: Chairman, Chief Executive Officer and Co-founder |
|
| | | |
STONEPEAK GP INVESTORS UPPER HOLDINGS LP
By:
STONEPEAK GP INVESTORS HOLDINGS MANAGER LLC, its general partner
|
|
| | | |
By:
/s/ Michael Dorrell
Name: Michael Dorrell
Title: Chairman, Chief Executive Officer and Co-founder |
|
| | | | STONEPEAK GP INVESTORS HOLDINGS MANAGER LLC | |
| | | |
By:
/s/ Michael Dorrell
Name: Michael Dorrell
Title: Chairman, Chief Executive Officer and Co-founder
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, Secretary and Interim Chief Executive Officer |
|
| | | | EVOLVE TRANSITION INFRASTRUCTURE GP LLC | |
| | | |
By:
/s/ Charles C. Ward
Name: Charles C. Ward
Title: Chief Financial Officer, Secretary and Interim Chief Executive Officer |
|
| | |
Page
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| | | | A-1 | | | |
| | | | B-1 | | |
| | |
High(1)
|
| |
Low(1)
|
| |
Cash Distribution per
Common Unit(2) |
| |||||||||
Year Ended December 31, 2021: | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 53.10 | | | | | $ | 17.40 | | | | | $ | — | | |
Second Quarter
|
| | | | 43.80 | | | | | | 18.90 | | | | | | — | | |
Third Quarter
|
| | | | 57.90 | | | | | | 23.10 | | | | | | — | | |
Fourth Quarter
|
| | | | 42.60 | | | | | | 16.50 | | | | | | — | | |
Year Ended December 31, 2022: | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 37.50 | | | | | $ | 9.00 | | | | | $ | — | | |
Second Quarter
|
| | | | 23.40 | | | | | | 11.49 | | | | | | — | | |
Third Quarter
|
| | | | 15.30 | | | | | | 9.18 | | | | | | — | | |
Fourth Quarter
|
| | | | 11.10 | | | | | | 3.13 | | | | | | — | | |
Year Ended December 31, 2023: | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 9.90 | | | | | $ | 3.30 | | | | | $ | — | | |
Second Quarter(3)
|
| | | | 7.17 | | | | | | 0.33 | | | | | | — | | |
Third Quarter(4)
|
| | | | 13.81 | | | | | | 0.14 | | | | | | — | | |
Fourth Quarter
|
| | | | 2.13 | | | | | | 1.20 | | | | | | —(5) | | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended December 31,
|
| ||||||||||||
(in thousands of dollars, except per unit data)
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
Statements of Operations: | | | | | | | | | | | | | | | | | | | |
Total revenues
|
| | | $ | 18,332 | | | | | $ | 51,482 | | | | | $ | 51,482 | | |
Total operating expenses
|
| | | | 26,269 | | | | | | 40,505 | | | | | | 40,505 | | |
Net loss | | | | | | | | | | | | | | | | | | | |
Net loss
|
| | | | (51,739) | | | | | | (154,539) | | | | | | (154,539) | | |
Net loss per unit | | | | | | | | | | | | | | | | | | | |
Common units – Basic and Diluted
|
| | | $ | (0.23) | | | | | $ | (2.04) | | | | | $ | (2.04) | | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended December 31,
|
| ||||||||||||
(in thousands of dollars, except per unit data)
|
| |
2023
|
| |
2022
|
| |
2021
|
| |||||||||
Cash distributions declared per common unit
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Balance Sheets: | | | | | | | | | | | | | | | | | | | |
Current Assets
|
| | | | 7,967 | | | | | | 6,693 | | | | | | 22,434 | | |
Noncurrent Assets
|
| | | | 210,159 | | | | | | 224,981 | | | | | | 238,265 | | |
Gathering and transportation assets, net
|
| | | | 83,962 | | | | | | 87,478 | | | | | | 98,235 | | |
Total assets
|
| | | | 218,126 | | | | | | 231,674 | | | | | | 260,699 | | |
Current Liabilities
|
| | | | 448,201 | | | | | | 438,910 | | | | | | 423,151 | | |
Noncurrent Liabilities
|
| | | | 27,866 | | | | | | 14,873 | | | | | | 62,668 | | |
Long-term debt, net of discount and debt issuance costs
|
| | | | 17,049 | | | | | | — | | | | | | 39,488 | | |
Total Liabilities
|
| | | | 476,067 | | | | | | 438,910 | | | | | | 507,265 | | |
Total partners’ deficit
|
| | | | (257,941) | | | | | | (222,109) | | | | | | (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 Senior Managing Director at Stonepeak Partners and has been with Stonepeak Partners since 2017. Mr. Bricker currently serves 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.
|
|
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
|
|
Name
|
| |
Title
|
| |
Present Occupation or Employment, Five-Year Employment
History and Address |
|
| | | | | |
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.
|
|
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,
|
|
Name
|
| |
Title
|
| |
Present Occupation or Employment, Five-Year Employment
History and Address |
|
| | | | | |
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
|
|
Name
|
| |
Title
|
| |
Present Occupation or Employment, Five-Year Employment
History and Address |
|
| | | | | |
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.
|
|
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
|
|
Name
|
| |
Title
|
| |
Present Occupation or Employment, Five-Year Employment
History and Address |
|
| | | | | |
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 and Interim Chief Executive Officer |
| |
Mr. Ward was elected Chief Financial Officer and Secretary of the General Partner in March 2015 and has served as Interim Chief Executive Officer since March 15, 2023. 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 |
| |||||||||
The General Partner(2)
|
| | | | 6,824,812 | | | | | | 73.7% | | | | | | — | | |
Stonepeak Filing Entities(3)
|
| | | | 900,576 | | | | | | 9.7% | | | | | | — | | |
Michael Bricker
|
| | | | — | | | | | | — | | | | | | — | | |
Michael Heim
|
| | | | — | | | | | | — | | | | | | — | | |
David Kinder
|
| | | | — | | | | | | — | | | | | | — | | |
Richard Langdon
|
| | | | — | | | | | | — | | | | | | — | | |
Steven E. Meisel
|
| | | | — | | | | | | — | | | | | | — | | |
John T. Steen III
|
| | | | — | | | | | | — | | | | | | — | | |
Charles Ward
|
| | | | — | | | | | | — | | | | | | — | | |
The General Partner, the Stonepeak Filing Entities and listed individuals as a group
|
| | | | 7,265,324 | | | | | | 83.4% | | | | | | — | | |