Related Party Transactions | 14. RELATED PARTY TRANSACTIONS Relationship with Stonepeak Since October 14, 2015, Stonepeak Catarina has owned all of our issued and outstanding preferred units. As of March 29, 2022, Stonepeak owned (i) 96,734,084 common units, representing approximately 65% of our outstanding common units, (ii) all of our issued and outstanding Class C Preferred Units, (iii) the Stonepeak Warrant, which entitles Stonepeak Catarina to receive junior securities of the Partnership (including common units) representing 10% of all junior securities deemed outstanding when exercised, (iv) the non-economic general partner interest in the Partnership and (v) all of our incentive distribution rights. Stonepeak also owns 100% of the issued and outstanding equity interests in SP Holdings, which is the sole member of our general partner. SP Holdings has the right to appoint all of the members of the Board of directors other than two directors which Stonepeak Catarina is entitled to designate pursuant to that certain Amended and Restated Board Representation and Standstill Agreement, dated as of August 2, 2019. Stonepeak controls us and our general partner and has the ability to appoint all of the members of the Board and is considered a related party of the Partnership. Currently, four of our directors, Jack Howell, Luke Taylor, Michael Bricker and John T. Steen III are representatives of Stonepeak, as either employees or operating partners of Stonepeak. Messrs. Howell, Taylor, Bricker and Steen do not receive separate compensation for their service on the Board, but they are entitled to indemnification related to their service as directors pursuant to the terms of our partnership agreement. “See Part III, Item 11. Executive Compensation—Compensation of Directors.” Relationship with Mesquite Prior to emergence from bankruptcy, Mesquite was considered a related party of the Partnership because (i) Antonio R. Sanchez, III, who served as the Chairman of the Board at such time, also served as the Chief Executive Officer of Mesquite, (ii) Patricio D. Sanchez, who served as a member of the Board and as our President and Chief Operating Officer at such time, also served as a senior vice president and Chief Operating Officer of Mesquite, and (iii) Mesquite and certain other members of the Sanchez family directly or indirectly owned approximately 24.3% of the issued and outstanding common units of the Partnership at such time. As of June 30, 2020, Mesquite is not considered a related party of the Partnership. Patricio D. Sanchez resigned from his position as a member of the Board and as our President and Chief Operating Officer in September 2020. Antonio R. Sanchez, III resigned from his position as a member of the Board and the Chairman of the Board in February 2021. Relationship with SP Holdings We are controlled by our general partner, Evolve Transition Infrastructure GP LLC. The sole member of our general partner is SP Holdings which has no officers. The sole member of SP Holdings is Stonepeak Catarina and the managing member of SP Holdings is Stonepeak Catarina Upper Holdings, LLC, an affiliate of Stonepeak Catarina. Shared Services Agreement We have entered into the Shared Services Agreement with SP Holdings. In connection with providing the services under the Shared Services Agreement, SP Holdings receives compensation consisting of: (i) a quarterly fee equal to 0.375% of the value of our properties other than our assets located in the Mid-Continent region, (ii) reimbursement for all allocated overhead costs as well as any direct third-party costs incurred and (iii) for each asset acquisition, asset disposition and financing, a fee not to exceed 2% of the value of such transaction. Prior to August 2, 2019 each of these fees, not including the reimbursement of costs, was paid in cash unless SP Holdings elected for such fee to be paid in our equity. However, on August 2, 2019, we and SP Holdings entered into a letter agreement providing that until such time as we redeem all of our issued and outstanding Class C Preferred Units, SP Holdings will elect to receive its fees, not including reimbursement of costs, in common units rather than cash. In addition, on November 8, 2019, we and SP Holdings entered into an additional letter agreement providing that during the period beginning with the fiscal quarter ended September 30, 2019 and continuing until the end of the fiscal quarter after the fiscal quarter in which we redeem all of our issued and outstanding Class C Preferred Units (the “Tolling Period”), SP Holdings would agree to delay receipt of its fees, not including reimbursement of costs. During the Tolling Period, we are required to keep an accurate ledger of the dollar amount of the fee applicable to each quarter within the Tolling Period and the daily closing price of our common units on the NYSE. Following the end of the Tolling Period we will provide a notice to SP Holdings including such ledgers and pay the accrued fees within thirty days of delivery of such notice. The Shared Services Agreement has a ten-year term and will be automatically renewed for an additional ten years unless we or SP Holdings provide notice of termination to the other with at least 180 days’ notice. During the year ended December 31, 2021, pursuant to the November 8, 2019 letter agreement, SP Holdings did not receive any fees, other than reimbursement of its costs. However, pursuant to the requirements under the November 8, 2019 letter agreement, we have determined that there was a net benefit during the year ended December 31, 2021, of approximately $1.9 million and fees earned during the year ended December 31, 2020, of approximately $7.2 million. The November 8, 2019 letter agreement resulted in the accumulating balance being subject to mark-to-market adjustments based on the market price for our common units. The volatility in our common unit market price during the periods caused the swing in fees earned. The Shared Services Agreement can be terminated (i) by either party at any time by 180 days’ prior written notice to the other party, (ii) by SP Holdings if there is an uncured material breach thereunder by the Partnership, or (iii) by the Partnership, subject to Board approval, if (1) there is an uncured material breach thereunder by SP Holdings or (2) there is a change in control of SP Holdings. Pursuant to the Standstill Agreement, the Partnership must obtain Stonepeak Catarina’s consent to its termination of the Shared Services Agreement. The Shared Services Agreement provides that if there is a termination other than by either party at the end of the Service Agreement’s term, by the Partnership for an uncured breach by SP Holdings, or by the Partnership upon a change of control of SP Holdings, then the Partnership will owe a termination payment to SP Holdings in an amount equal to $5,000,000 plus 5% of the transaction value of all asset acquisitions theretofore consummated. We estimate that this amount was in excess of $34.0 million as of December 31, 2021. Such termination fee may be payable in cash or common units. If the Partnership terminates upon 180 days’ prior notice then the Partnership must also pay to SP Holdings all costs and expenses of SP Holdings that result from such termination. To date, no notice of termination of the Shared Services Agreement has been delivered by SP Holdings, and the Partnership is continuing to discuss the Shared Services Agreement with SP Holdings. Relationship with HOBO As described below under “—Related Party Transactions—2021—HOBO Transaction,” we have committed to fund certain development expenses of HOBO as HOBO seeks to develop, construct, own and operate renewable fuels facilities. Messrs. Gibbs, Keuss and Hartigan, the current Chief Executive Officer, Chief Operating Officer and Chief Investment Officer of our general partner, respectively, also serve as the Chief Executive Officer, President, and Executive Vice President and Chief Financial Officer, respectively, of HOBO and own 45.25%, 45.25% and 9.5% of HOBO. Related Party Transactions 2020 Settlement Agreement On June 6, 2020 the Partnership, our general partner and certain of our subsidiaries entered into the Settlement Agreement with Mesquite and certain of its subsidiaries. On June 30, 2020, the Bankruptcy Court entered an order approving the Settlement Agreement and the parties to the Settlement Agreement entered into or amended certain commercial contracts, including but not limited to, (i) Amendment No. 2, (ii) the Seco Catarina Agreement, and (iii) the Seco Comanche Agreement. As described below under “—2021—Settlement Agreement,” the Settlement Agreement was terminated on June 24, 2021. JT3 Consulting Agreement On June 30, 2020, our general partner entered into that certain Consultancy Agreement (the “JT3 Consulting Agreement”) with JT3 Advisors LLC (“JT3 Advisors”). JT3 Advisors is an entity owned by John T Steen III, who has served as the Chairman of the Board since September 2020. Pursuant to the terms of the JT3 Consulting Agreement the Partnership pays JT3 Advisors a consulting fee of $20,000 per month for the provision of services to aid the Partnership in achieving its commercial goals, including analysis and assessment of potential commercial arrangements and recommendation of selected arrangements to our management. The JT3 Consulting Agreement was terminated in March 2021. Consulting fees earned under the JT3 Consulting Agreement were approximately $200,000. Certain Transactions with Stonepeak On November 16, 2020, the Partnership and Stonepeak Catarina entered the Stonepeak Letter Agreement wherein the parties agreed that the distribution on the Class C Preferred Units for the three months ended September 30, 2020 would be paid in common units instead of Class C Preferred PIK Units, cash or a combination thereof. The Stonepeak Letter Agreement also provides that Stonepeak Catarina will be able to elect to receive distributions on the Class C Preferred Units in common units for any quarter following the third quarter of 2020 by providing written notice to the Partnership no later than the last day of the calendar month following the end of such quarter. The Letter Agreement Transactions were referred to the Conflicts Committee of the Board. The Conflicts Committee approved the Letter Agreement Transactions, recommended that the Board approve and authorize the execution and performance of the Letter Agreement Transactions, and verified that their approvals constituted “Special Approval” of the Letter Agreement Transactions under and pursuant to our partnership agreement. Following the approval and recommendation from the Conflicts Committee, the Board approved the Letter Agreement Transactions. As of March 29, 2022, we distributed a total of 91,831,001 common units under the Stonepeak Letter Agreement with an approximate value of $77.2 million. As a result of the foregoing transactions, as of March 29, 2022, Stonepeak owned (i) 96,734,084 common units, representing approximately 65% of our outstanding common units, (ii) all of our issued and outstanding Class C Preferred Units, (iii) the Stonepeak Warrant, which entitles Stonepeak Catarina to receive junior securities of the Partnership (including common units) representing 10% of all junior securities deemed outstanding when exercised, (iv) the non-economic general partner interest in the Partnership and (v) all of our incentive distribution rights. Pursuant to Section 15.1 of our partnership agreement, if at any time Stonepeak holds more than 80% of our outstanding common units and completes the Stonepeak LCR Transfer, Stonepeak will be able to cause our general partner or a controlled affiliate of our general partner to exercise the limited call right. Stonepeak would effect any such exercise by first completing the Stonepeak LCR Transfer and then causing our general partner to exercise its limited call right at a price equal to the greater of (1) the average of the daily closing price of our common units over the 20 trading days preceding the date three days before notice of exercise of the limited call right is first mailed and (2) the highest per-unit price paid by our general partner or any of its controlled affiliates for common units during the 90-day period preceding the date such notice is first mailed. As a result, common unitholders may be required to sell their common units at an undesirable time or price and may not receive any return or a negative return on their investment. Common unitholders may also incur tax liability upon a sale of their units. Our general partner is not obligated to obtain a fairness opinion regarding the value of common units to be repurchased upon exercise of the limited call right. Furthermore, there is no restriction in our partnership agreement that prevents our general partner from causing us to issue additional common units, including common units issued pursuant to the Stonepeak Letter Agreement or as a result of the termination or renegotiation of the Shared Services Agreement, and then exercising its limited call right. If our general partner exercises its limited call right, the effect would be to take the Partnership private and, if the common units are subsequently deregistered, the Partnership will no longer be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended. As of March 29, 2022, the General Partner and its controlled affiliates do not own any Common Units. 2021 Settlement Agreement On June 24, 2021, the Partnership, our general partner, Catarina Midstream and Seco Pipeline LLC received the Settlement Agreement Termination Notice from Mesquite. The Settlement Agreement Termination Notice was delivered pursuant to Section 5.1.2 and/or 5.1.3 of the Settlement Agreement and the termination was effective as of the date of the notice. HOBO Transaction On November 3, 2021, we entered into a Framework Agreement (the “Framework Agreement”) with HOBO. At the time of entry into the Framework Agreement there were no other material relationships between us or any of our affiliates and HOBO. The Framework Agreement provides that, subject to the satisfaction of applicable conditions precedent, we will fund certain development expenses of HOBO as HOBO seeks to develop, construct, own and operate renewable fuels facilities (each a “Project”). HOBO’s initial Project is a 9,000 barrel per day (120 million gallons per year) renewable diesel production facility (the “Initial Project”). Upon satisfaction of the Offtake Condition (as defined in the Framework Agreement), HOBO will send written notice thereof to us. If we are reasonably satisfied with our review of the supporting materials relating to the Offtake Condition then we will pay to HOBO the lesser of 50% of the Qualified Development Costs incurred as of such date and $3.0 million (the “Initial Development Payment”). Upon receipt of all Material Permits (as defined in the Framework Agreement) for the Initial Project and conclusion of the FEL2 Level Pre-Feasibility Study Report verifying the Initial Project can be completed in accordance with the Qualified Project Model, HOBO will send written notice thereof to us and if we are reasonably satisfied with our review of the supporting materials, we will pay to HOBO (i) the lesser of 50% of the aggregate Qualified Development Costs incurred as of such date and $7.5 million minus (ii) the amount of any Qualified Development Costs previously paid by us (the “Interim Development Payment”). Upon achievement of all Conditions Precedent (as defined in the Framework Agreement) for the Initial Project (other than Evolve Approval (as defined in the Framework Agreement)), HOBO will send written notice thereof to us. If we are reasonably satisfied with our review of the Conditions Precedent, then subject to the closing and initial funding of Project Financing (as defined in the Framework Agreement), which is required to cover a specified percentage of the anticipated procurement, construction, completion and commercialization costs of the Initial Project, we will pay to HOBO (i) the lesser of $15.0 million and the aggregate Qualified Development Costs incurred as of such date, minus (ii) the aggregate amount of the Initial Development Payment, the Interim Development Payment and any other Qualified Development Costs previously paid by us (the “Final Development Payment”). For the Initial Project, HOBO shall also be entitled to payment of an Incentive Development Fee (as defined in the Framework Agreement), equal to 5% of the aggregate capital expenditures in the final capital expenditure budget included in the Final Qualified Project Model (as defined in the Framework Agreement) with a maximum payment of $22.7 million (subject to adjustment for any change in the scope of the Initial Project), at least 50% of which shall be payable in Class A units of the holding company we form in connection with the Initial Project. We may be required to issue common units to HOBO if, at HOBO’s election, it chooses to receive payment of the Incentive Development Fee in the form of common units in lieu of cash or Class A units in the holding company. Half of the Incentive Development Fee shall be due at Financial Close (as defined in the Framework Agreement) and the remaining half shall be due upon the Initial Project achieving Commercial Operation. On or prior to Financial Close, HOBO shall also have the right to commit to purchase up to 10% of the total expected Class A units in the holding company. If we make each of the required funding payments in connection with the Initial Project, the approximate dollar value of such payments would be approximately $15.0 million plus the amount of the Incentive Development Fee. As a result of their ownership of HOBO, each of Messrs. Gibbs, Keuss and Hartigan would receive an aggregate of approximately 45.25%, 45.25% and 9.5%, respectively, of such payments. Additionally, all or part of the cash portion of the Incentive Development Fee may be utilized to purchase Class A units in the holding company. As a result, HOBO may choose to acquire additional interests in the Initial Project as a result of ownership of such Class A units. Any increase in HOBO’s ownership of Class A units would increase each of Messrs. Gibbs, Keuss and Hartigan’s indirect interest in the holding company and could increase the value of their interest in the HOBO Transaction. |