Filing Details
- Accession Number:
- 0000905148-21-000694
- Form Type:
- 13D Filing
- Publication Date:
- 2021-11-01 20:00:00
- Filed By:
- Stonepeak Catarina Holdings Llc
- Company:
- Evolve Transition Infrastructure Lp (NYSEMKT:SNMP)
- Filing Date:
- 2021-11-02
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
---|---|---|---|---|---|---|
SP COMMON EQUITY SUBSIDIARY | 0 | 4,509,792 | 0 | 4,509,792 | 4,509,792 | 4.2% |
STONEPEAK CATARINA HOLDINGS | 0 | 84,429,950 | 0 | 84,429,950 | 84,429,950 | 70.7% |
STONEPEAK TEXAS MIDSTREAM HOLDCO | 0 | 84,429,950 | 0 | 84,429,950 | 84,429,950 | 70.7% |
STONEPEAK CATARINA UPPER HOLDINGS | 0 | 84,429,950 | 0 | 84,429,950 | 84,429,950 | 70.7% |
STONEPEAK INFRASTRUCTURE FUND (ORION AIV) | 0 | 84,429,950 | 0 | 84,429,950 | 84,429,950 | 70.7% |
STONEPEAK ASSOCIATES | 0 | 84,429,950 | 0 | 84,429,950 | 84,429,950 | 70.7% |
STONEPEAK GP HOLDINGS | 0 | 84,429,950 | 0 | 84,429,950 | 84,429,950 | 70.7% |
STONEPEAK GP INVESTORS | 0 | 84,429,950 | 0 | 84,429,950 | 84,429,950 | 70.7% |
STONEPEAK GP INVESTORS MANAGER | 0 | 84,429,950 | 0 | 84,429,950 | 84,429,950 | 70.7% |
MICHAEL DORRELL | 0 | 84,429,950 | 0 | 84,429,950 | 84,429,950 | 70.7% |
Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 13)*
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)
October 29, 2021
(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).
1 | NAMES OF REPORTING PERSONS | |||
SP COMMON EQUITY SUBSIDIARY LLC | ||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP | (a) | ☐ | |
(b) | ☐ | |||
3 | SEC USE ONLY | |||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | |||
OO | ||||
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 | |||
4,509,792 | ||||
9 | SOLE DISPOSITIVE POWER | |||
0 | ||||
10 | SHARED DISPOSITIVE POWER | |||
4,509,792 | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
4,509,792 | ||||
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) | |||
4.2% | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
OO | ||||
1 | NAMES OF REPORTING PERSONS | |||
STONEPEAK CATARINA 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) | |||
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 | |||
84,429,950 (1) | ||||
9 | SOLE DISPOSITIVE POWER | |||
0 | ||||
10 | SHARED DISPOSITIVE POWER | |||
84,429,950 (1) | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
84,429,950 (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) | |||
70.7% | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
OO, HC | ||||
1. | This amount includes approximately 12,198,222 Common Units that the Reporting Person currently has the right to acquire upon exercise of the Warrant. |
1 | NAMES OF REPORTING PERSONS | |||
STONEPEAK TEXAS MIDSTREAM HOLDCO 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 | |||
84,429,950 (1) | ||||
9 | SOLE DISPOSITIVE POWER | |||
0 | ||||
10 | SHARED DISPOSITIVE POWER | |||
84,429,950 (1) | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
84,429,950 (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) | |||
70.7% | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
OO, HC | ||||
1. | This amount includes approximately 12,198,222 Common Units that the Reporting Person currently has the right to acquire upon exercise of the Warrant. |
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 | |||
84,429,950 (1) | ||||
9 | SOLE DISPOSITIVE POWER | |||
0 | ||||
10 | SHARED DISPOSITIVE POWER | |||
84,429,950 (1) | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
84,429,950 (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) | |||
70.7% | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
OO, HC | ||||
1. | This amount includes approximately 12,198,222 Common Units that the Reporting Person currently has the right to acquire upon exercise of the Warrant. |
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 | |||
84,429,950 (1) | ||||
9 | SOLE DISPOSITIVE POWER | |||
0 | ||||
10 | SHARED DISPOSITIVE POWER | |||
84,429,950 (1) | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
84,429,950 (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) | |||
70.7% | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
PN, HC | ||||
1. | This amount includes approximately 12,198,222 Common Units that the Reporting Person currently has the right to acquire upon exercise of the Warrant. |
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 | |||
84,429,950 (1) | ||||
9 | SOLE DISPOSITIVE POWER | |||
0 | ||||
10 | SHARED DISPOSITIVE POWER | |||
84,429,950 (1) | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
84,429,950 (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) | |||
70.7% | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
OO, HC | ||||
1. | This amount includes approximately 12,198,222 Common Units that the Reporting Person currently has the right to acquire upon exercise of the Warrant. |
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 | |||
84,429,950 (1) | ||||
9 | SOLE DISPOSITIVE POWER | |||
0 | ||||
10 | SHARED DISPOSITIVE POWER | |||
84,429,950 (1) | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
84,429,950 (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) | |||
70.7% | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
PN, HC | ||||
1. | This amount includes approximately 12,198,222 Common Units that the Reporting Person currently has the right to acquire upon exercise of the Warrant. |
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 | |||
84,429,950 (1) | ||||
9 | SOLE DISPOSITIVE POWER | |||
0 | ||||
10 | SHARED DISPOSITIVE POWER | |||
84,429,950 (1) | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
84,429,950 (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) | |||
70.7% | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
OO, HC | ||||
1. | This amount includes approximately 12,198,222 Common Units that the Reporting Person currently has the right to acquire upon exercise of the Warrant. |
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 | |||
84,429,950 (1) | ||||
9 | SOLE DISPOSITIVE POWER | |||
0 | ||||
10 | SHARED DISPOSITIVE POWER | |||
84,429,950 (1) | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
84,429,950 (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) | |||
70.7% | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
OO, HC | ||||
1. | This amount includes approximately 12,198,222 Common Units that the Reporting Person currently has the right to acquire upon exercise of the Warrant. |
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 | |||
84,429,950 (1) | ||||
9 | SOLE DISPOSITIVE POWER | |||
0 | ||||
10 | SHARED DISPOSITIVE POWER | |||
84,429,950 (1) | ||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | |||
84,429,950 (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) | |||
70.7% | ||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | |||
IN, HC | ||||
1. | This amount includes approximately 12,198,222 Common Units that the Reporting Person currently has the right to acquire upon exercise of the Warrant. |
Item 1. | Security and Issuer |
Item 1 of the Schedule 13D is hereby amended by adding the following:
This Amendment No. 13 to Schedule 13D (“Amendment No. 13”) 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. 13 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, and Amendment No. 12 filed with the SEC on August 3, 2021 (collectively the “Schedule 13D”). Except as specifically provided herein, this Amendment No. 13 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. 13 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 30, 2021, 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 third quarter 2021 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 10,832,186 Common Units on November 22, 2021.
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 84,429,950 Common Units, which amount represents approximately 70.7% of the
outstanding Common Units. This amount includes: (i) 67,721,936 Common Units held directly by Stonepeak Catarina; (ii) approximately 12,198,222 Common Units that the Catarina Reporting Persons currently have the right to acquire upon exercise of the
Warrant held directly by Stonepeak Catarina; and (iii) 4,509,792 Common Units held directly by SPCE Sub. As of the date hereof, SPCE Sub may be deemed the beneficial owner of 4,509,792 Common Units, which amount represents approximately 4.2% of the
outstanding Common Units.
The foregoing beneficial ownership percentages are based on the sum of (i) 107,297,405 Common Units outstanding as provided by the Issuer, plus, (ii) for purposes of calculating the
Catarina Reporting Persons’ beneficial ownership pursuant to Rule 13d-3(d)(i) under the Act, the approximately 12,198,222 Common Units currently issuable upon exercise of the Warrant, for approximately 119,495,627 Common Units outstanding.
(b) The Catarina Reporting Persons have shared voting power and shared dispositive power with regard to the 67,721,936 Common Units held directly by Stonepeak Catarina and the
approximately 12,198,222 Common Units that the Catarina Reporting Persons currently have the right to acquire upon exercise of the Warrant held directly by Stonepeak Catarina. The Reporting Persons have shared voting power and shared dispositive
power with regard to the 4,509,792 Common Units held directly by SPCE Sub.
(c) The response to Item 4 of this Amendment No. 13 is incorporated by reference herein. Except as set forth in the Amendment No. 13, there were no transactions in Common Units by the
Reporting Persons since the most recent filing of Schedule 13D by the Reporting Persons.
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 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 | |
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 |
November 2, 2021
Attention: Intentional misstatements or omissions of act constitute federal violations (see 18 U.S.C. 1001)