Evolve Transition Infrastructure LP

Evolve Transition Infrastructure LP deregistered its securities, ending its obligation to file reports with the SEC.

listing compliance notice

Evolve Transition Infrastructure LP's exchange filed to remove a class of its securities from listing.

listing compliance notice

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.

listing compliance notice

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.

material agreement

The exchange began delisting proceedings over the low unit price - the reverse split three weeks earlier had not saved it.

listing compliance notice

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.

listing compliance notice

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.

material agreement

Evolve consolidated its units one-for-thirty. A reverse split does not change what a holder owns; it is done to lift a price that has fallen too far to keep a listing, and it came six weeks before the exchange moved to delist anyway.

security holder rights change

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.

listing compliance notice

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.

material agreement

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.

material agreement

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.

director officer appointment

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.

material agreement

Evolve's pivot became concrete: it formed Levo Mobility with Nuvve and Stonepeak to finance and deploy electric school-bus fleets and charging infrastructure. A gas gathering partnership funding electric vehicle infrastructure alongside the same investor that holds its preferred - the "transition" in the new name, and a business with no revenue history at all.

material agreement

The 2020 settlement with the Sanchez estate was terminated, unwinding the arrangement that had carried Evolve through its customer's bankruptcy and leaving the commercial relationship with Mesquite to be governed by the underlying contracts - which is where the tariff disputes of 2022 came from.

material agreement termination

Evolve sold the Palmetto wellbores - the assets it bought from Sanchez Energy for $85 million in 2015 - to Westhoff for about $11.5 million, and disclosed a further listing deficiency in the same filing. A six-year round trip from $85 million to $11.5 million.

listing compliance notice

A single quarter's preferred distribution to Stonepeak was paid by issuing 22.3 million new common units instead of cash or more preferred. Issuing tens of millions of units to settle one quarter's obligation is what it looks like when preferred capital eats the equity beneath it.

capital raising announcement

As Sanchez Oil & Gas wound down its role, the partnership took a licence over the seismic and geological data it had been relying on, and reshaped its board and governing documents. The Sanchez family's grip was being unwound; Stonepeak's was tightening.

director officer appointment

The settlement with the Sanchez bankruptcy estate was completed, preserving the gathering arrangements in amended form. The partnership kept its revenue, but its customer emerged as a different, smaller company under new owners.

material agreement

The bankruptcy settlement was amended a week later as the terms were negotiated further - the partnership had very little leverage in these talks.

material agreement

The partnership settled with Sanchez Energy's bankruptcy estate over the gathering contracts that are its entire business - the fifteen-year Catarina agreement signed in 2015 could otherwise have been rejected in the Chapter 11 and left the partnership with pipelines and no volumes. The single most dangerous moment in its history.

material agreement

NYSE American warned the partnership it was below the listing standards, having reported partners' capital under $2 million at the end of 2019 alongside continuing losses. Its accumulated equity had been wiped out by impairments and by the preferred sitting above it.

listing compliance notice

With its main customer in Chapter 11, the partnership pushed its credit facility maturity out to September 2021 and cut the commitment to $20 million. A facility that small is no longer a growth tool; it is working capital for a business waiting to find out whether it still has a counterparty.

debt financing

A wholesale restructuring of Stonepeak's position: its preferred was reset, it received a warrant over 10% of the partnership's junior securities, and it gained the right to appoint up to two directors under a standstill. Stonepeak is no longer just a preferred investor - it is on the way to owning the partnership, and this filing is dated nine days before Sanchez Energy filed for bankruptcy.

director officer appointment

The partnership settled a dispute with Stonepeak over how its preferred units were being adjusted, issuing more units to close it. Fourteen months in, the terms of the preferred were already contested - a preview of a relationship that dominated the next seven years.

capital raising announcement

The Carnero Processing purchase closed at about $55.5 million cash plus $24.5 million of assumed commitments. The partnership is now fully a midstream business, and every one of its assets was bought from Sanchez Energy.

asset acquisition disposition

The partnership sold 6.55 million units publicly at $11.00 to help pay for the Carnero processing stake - its only genuine public equity raise under Sanchez ownership.

capital raising announcement

The partnership agreed to buy half of Carnero Processing - a cryogenic gas plant under construction in La Salle County - from Sanchez Energy for $47.7 million plus $32.3 million of remaining construction commitments. A third midstream purchase from the same related seller inside eighteen months.

material agreement

The Oklahoma and Kansas disposal closed for its nominal price, completing the partnership's exit from the gas production business Constellation Energy built it around.

asset acquisition disposition

Another purchase from its controlling shareholder: Carnero Gathering bought from Sanchez Energy for about $37 million plus $7.4 million of assumed commitments. The partnership keeps buying midstream from the company that also supplies its volumes.

asset acquisition disposition

The partnership agreed to sell substantially all its operated Oklahoma and Kansas wells - the old Cherokee Basin business - to Gateway Resources for $7,120. Not a typo: the assets were worth less than the liabilities attached to them, and the buyer was effectively paid to take the plugging obligations away.

material agreement

Catarina Midstream closed, together with a fifteen-year agreement under which Sanchez Energy must send all its Catarina production through the system. Stonepeak got two board seats, the right to appoint all three independent directors if its preferred is not redeemed by the end of 2021, and standstill protections. Both halves matter: the partnership's revenue now depends on one customer, and its governance now depends on one preferred holder.

asset acquisition disposition

The transformative deal: the partnership agreed to buy the Catarina gathering system from Sanchez Energy for $345.8 million, funded almost entirely by selling $350 million of new Class B preferred units to a single institutional buyer, Stonepeak. It converts the partnership from a marginal producer into a midstream business - and hands an infrastructure fund a claim ahead of every common unitholder.

capital raising announcement

The partnership sold Class A preferred units privately to fund the Palmetto purchase, with registration rights and penalties if the resale registration was late. Preferred capital ahead of the common units is how this partnership funded every acquisition from here on.

capital raising announcement

The first related-party purchase under Sanchez control: the partnership bought working interests in 59 Palmetto wellbores from Sanchez Energy for $85 million, paying $81.6 million cash and just over a million units, funded with a new credit agreement and a new class of preferred. Money flowing from the partnership to its controlling shareholder's other listed company, on terms no outside buyer negotiated.

asset acquisition disposition

Evolve Transition Infrastructure LP terminated the registration of a class of securities, ending its reporting obligation for them.

listing compliance notice

Evolve Transition Infrastructure LP's exchange filed to remove a class of its securities from listing.

listing compliance notice

The partnership handed its entire operation to SP Holdings, a Sanchez Oil & Gas affiliate, under a shared services agreement paying a quarterly fee based on asset value - the same external-management structure Sanchez Energy uses. The partnership no longer runs itself, and the manager is paid on size rather than returns.

director officer appointment

Control passed to the Sanchez family: Sanchez Energy Partners I contributed Texas and Louisiana oil and gas properties for common units, Class A units and the controlling Class Z unit, then immediately removed the two existing Class A managers and installed Antonio R. Sanchez III and Gary Wellinger. The Constellation-sponsored gas partnership became a Sanchez vehicle in a single filing.

director officer appointment

The Robinson's Bend sale closed at $63 million plus adjustments. The partnership is now a Cherokee Basin and Woodford gas producer with cash and a much smaller borrowing base, and no obvious reason for anyone to own it.

asset acquisition disposition

The partnership agreed to sell Robinson's Bend - the Alabama coalbed methane field it was built around - to Castleton Commodities for $63 million. Selling the founding asset is the clearest statement that the original business no longer worked at prevailing gas prices.

material agreement

Evolve Transition Infrastructure LP's securities were notified for removal from listing and registration on its exchange.

listing compliance notice

the New York Stock Exchange certified Evolve Transition Infrastructure LP's securities for listing, clearing them to begin trading.

listing compliance notice

The units closed at $1.96 against NYSE Arca's $3.00 minimum, having been below it for over thirty days. The exchange waived the requirement this time - the first listing problem in what became more than a decade of them.

listing compliance notice

The partnership consolidated its borrowings into a single $350 million reserve-based facility led by Royal Bank of Scotland, maturing in 2012. Reserve-based means the banks re-test the collateral twice a year - which is how a gas producer with falling prices loses its credit without missing a payment.

debt financing

The partnership signed direct employment agreements with its four senior executives - chief executive Stephen Brunner, finance chief Charles Ward, general counsel Lisa Mellencamp and controller Michael Hiney - through its own services subsidiary. With the sponsor's future uncertain, the partnership was making its management its own rather than borrowed.

director officer appointment

The partnership's sponsor, Constellation Energy Group, agreed to be taken over by MidAmerican in the middle of the 2008 financial crisis, and had to publicly reaffirm that it would keep providing management services. When a managed partnership's manager is itself in play, its stability is no longer its own to guarantee.

business combination

The CoLa acquisition closed, funded by drawing on the credit facility. The partnership now holds coalbed methane in Alabama's Robinson's Bend field, gas in the Cherokee Basin, and this new Woodford position - all bought with borrowed money against a fixed distribution.

asset acquisition disposition

Then called Constellation Energy Partners, the partnership agreed to pay CoLa Resources about $53.4 million for interests in 83 non-operated Woodford Shale wells in Oklahoma, adding 13.1 billion cubic feet of proved producing gas reserves. A yield vehicle buying producing assets to support its distribution - the model it followed until gas prices broke it.

material agreement