29 Feb 2024listing compliance notice▼ BadMajor
Evolve Transition Infrastructure LP deregistered its securities, ending its obligation to file reports with the SEC.
Announcements, explained
Each one in plain English, with the numbers worked through for a shareholder.
20 Feb 2024business combination● NeutralMajor
This final amendment reports that on February 16, 2024 the general partner completed the buyout begun in January, purchasing all common units not already held by it or its controlled affiliates at $1.389285 per unit in cash. The general partner and its controlled affiliates now own all of Evolve's economic interests, trading on the NYSE American was suspended on February 16, 2024, and the exchange filed a Form 25 that day to withdraw the units from listing and registration. Evolve intends to file a Form 15 on February 26, 2024 to suspend its SEC reporting obligations. This resolves the call right thread and ends public unitholders' position.
16 Feb 2024listing compliance notice● NeutralMajor
Evolve Transition Infrastructure LP's exchange filed to remove a class of its securities from listing.
14 Feb 2024listing compliance notice▼ Bad
Evolve Transition Infrastructure LP withdrew a registration statement, abandoning the offering it covered.
10 Jan 2024business combination▼ BadMajor
Amendment No. 1 reports that the call right was exercised. The general partner and its controlled affiliates, after Stonepeak transferred the right to them, held 6,824,812 common units (about 81.6%) of 8,361,032 outstanding. On January 8, 2024 the general partner exercised the right to buy all other common units at $1.389285 per unit, an average of 20 trading-day closing prices on the NYSE American to January 4, 2024. This reverses the 'does not anticipate' statement in the November 2022 filing and ends public unitholders' position. The unit counts are small compared with 2022, which is consistent with the 1-for-30 reverse split in the running context (an inference).
8 Jan 2024listing compliance notice▼ BadMajor
The end: the general partner, holding over 80% of the units, exercised its contractual right to buy every remaining public unit for $1.389285 in cash and take the partnership private. Adjusted for the one-for-thirty reverse split seven months earlier, that is about 4.6 cents against pre-split units - the terminal value of an entity that was Constellation Energy Partners in 2006, Sanchez Production Partners in 2015 and Evolve Transition Infrastructure in 2021. No vote was required; the formula did the work.
2 Jan 2024material agreement▼ BadMajor
Evolve sold its half of Carnero G&P to Targa for $27 million plus a share of a future award. It had committed roughly $125 million for the Carnero interests in 2016, cash and assumed construction commitments together. This was the last significant asset sale before the public unitholders were bought out.
27 July 2023listing compliance notice▼ Bad
A further update on the delisting proceedings, which stayed unresolved into 2024.
27 June 2023listing compliance notice● Neutral
Evolve appealed the delisting determination, keeping the units trading while the review ran.
14 June 2023listing compliance notice▼ BadMajor
Evolve formally requested a review of the NYSE's delisting determination, which stayed the delisting while the trading suspension stayed in place and the units traded over-the-counter. The one-for-thirty reverse split date was also moved because FINRA had to review it.
9 June 2023listing compliance notice▼ BadMajor
The HOBO renewable diesel venture was terminated, filed alongside another listing notice. The first of Evolve's two energy-transition bets ended with nothing built.
30 May 2023material agreement● NeutralMajor
The Catarina gathering agreement was assigned as Mesquite's Catarina position changed hands again - Evolve's revenue now depends on a third owner of the same acreage in eight years.
22 May 2023security holder rights change▼ BadMajor
Evolve announced a one-for-thirty reverse split of its common units, expected to take effect after the market closed on June 13, 2023. Units were to trade split-adjusted from June 14, with cash paid in place of fractional units and holders' relative rights unchanged.
2 May 2023material agreement▼ Bad
Yet another Stonepeak warrant amendment.
12 Apr 2023debt financing▼ Bad
A thirteenth amendment to the credit agreement. The facility has now been amended thirteen times in eight years, each one a small concession keeping the partnership just inside its covenants.
24 Feb 2023listing compliance notice▼ Bad
An update on the December 2022 listing deficiency; the partnership remained out of compliance.
21 Feb 2023material agreement▼ Bad
The HOBO renewable diesel arrangement was amended so that Evolve pays the development fee only if it chooses to proceed - the language of a partner looking for a way out rather than in.
30 Dec 2022listing compliance notice▼ Bad
Another warrant amendment, filed with a further listing compliance update as the year closed.
9 Dec 2022listing compliance notice▼ BadMajor
NYSE American found Evolve below the listing standards again, on both partners' equity and losses. The same deficiency that first appeared in April 2020, never actually cured.
22 Nov 2022business combination▼ BadMajor
Stonepeak filed a Schedule 13E-3 on its November 2020 arrangement to take common units instead of preferred distributions. On October 28, 2022 it elected to take 27,442,638 common units for Q3 2022, lifting its stake from about 75.3% to 78.2% (80.3% with the warrant), and the filing says it did not currently anticipate exercising the limited call right.
1 Aug 2022director officer appointment▼ Bad
Another Stonepeak warrant amendment, alongside board changes.
28 June 2022material agreement▼ BadMajor
The reason for the settlement, stated plainly: Mesquite had been short-paying its invoices, using the cheaper western Catarina tariff for eastern Catarina volumes. Evolve's single customer had simply been paying it less than the contract required.
31 May 2022material agreement▼ BadMajor
Evolve settled its disputes with Mesquite Energy - the post-bankruptcy Sanchez Energy - and restated the Catarina gathering agreement. The 2015 contract that made the partnership worth owning had to be renegotiated with a counterparty that no longer accepted its terms.
29 Apr 2022material agreement▼ Bad
A further Stonepeak warrant amendment, now roughly quarterly.
3 Feb 2022material agreement▼ Bad
A fifth Stonepeak warrant amendment.
10 Nov 2021material agreement▼ Bad
Another amendment to Stonepeak's warrant, the fourth. Each one is small; the pattern is a preferred holder steadily improving its claim on a partnership that cannot repay it.
9 Nov 2021director officer appointment● NeutralMajor
Evolve agreed to fund development of HOBO Renewable Diesel's first project, a 9,000 barrel-a-day renewable fuels facility. A second energy-transition venture in three months, funded by a partnership that had just cut its equity programme to $7 million.
22 Sept 2021business combination● NeutralMajor
Stonepeak and the partnership withdrew the going-private statement (Amendment No. 3, marked as the final amendment). They say that further common unit issuances under the partnership's at-the-market offering and a higher unit price mean they no longer expect Stonepeak to get enough units to trigger the call right before December 31, 2022. This reverses the early-2021 expectation of a buyout as soon as Q1 2021, though it is a postponement, not a waiver, of the right. The partnership is now named Evolve Transition Infrastructure LP.
23 Aug 2021debt financing● Neutral
The twelfth credit amendment followed, restructuring the facility around its single remaining lender.
12 Aug 2021material agreement▼ BadMajor
Royal Bank of Canada agreed to buy out the other lenders' positions at par and become the sole lender. A syndicate collapsing to one bank means the others wanted out; whether that is a rescue or a wind-down depends entirely on what the remaining bank chooses to do.