0001140361-21-018943.txt : 20210527 0001140361-21-018943.hdr.sgml : 20210527 20210527085716 ACCESSION NUMBER: 0001140361-21-018943 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20210517 FILED AS OF DATE: 20210527 DATE AS OF CHANGE: 20210527 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Evolve Transition Infrastructure LP CENTRAL INDEX KEY: 0001362705 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40296 FILM NUMBER: 21968664 BUSINESS ADDRESS: STREET 1: 1360 POST OAK BLVD STREET 2: SUITE 2400 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 713-783-8000 MAIL ADDRESS: STREET 1: 1360 POST OAK BLVD STREET 2: SUITE 2400 CITY: HOUSTON STATE: TX ZIP: 77056 FORMER NAME: FORMER CONFORMED NAME: Sanchez Midstream Partners LP DATE OF NAME CHANGE: 20170605 FORMER NAME: FORMER CONFORMED NAME: Sanchez Production Partners LP DATE OF NAME CHANGE: 20150306 FORMER NAME: FORMER CONFORMED NAME: Sanchez Production Partners LLC DATE OF NAME CHANGE: 20141006 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dorrell Michael B. CENTRAL INDEX KEY: 0001550758 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40296 FILM NUMBER: 21968665 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak GP Investors Manager LLC CENTRAL INDEX KEY: 0001656524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40296 FILM NUMBER: 21968666 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak GP Investors IV LLC CENTRAL INDEX KEY: 0001863692 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40296 FILM NUMBER: 21968667 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 WEST 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 WEST 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak Associates IV LLC CENTRAL INDEX KEY: 0001863666 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40296 FILM NUMBER: 21968668 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 WEST 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 WEST 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak Rocket Holdings LP CENTRAL INDEX KEY: 0001863682 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40296 FILM NUMBER: 21968670 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 WEST 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 WEST 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak Rocket Upper Holdings LP CENTRAL INDEX KEY: 0001863683 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-40296 FILM NUMBER: 21968669 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 WEST 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 WEST 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Nuvve Holding Corp. CENTRAL INDEX KEY: 0001836875 STANDARD INDUSTRIAL CLASSIFICATION: POWER, DISTRIBUTION & SPECIALTY TRANSFORMERS [3612] IRS NUMBER: 861617000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 2468 HISTORIC DECATUR ROAD CITY: SAN DIEGO STATE: CA ZIP: 92106 BUSINESS PHONE: 619-456-5161 MAIL ADDRESS: STREET 1: 2468 HISTORIC DECATUR ROAD CITY: SAN DIEGO STATE: CA ZIP: 92106 FORMER COMPANY: FORMER CONFORMED NAME: NB Merger Corp. DATE OF NAME CHANGE: 20201216 3 1 form3.xml FORM 3 X0206 3 2021-05-17 0 0001836875 Nuvve Holding Corp. NVVE 0001863682 Stonepeak Rocket Holdings LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true 0001863683 Stonepeak Rocket Upper Holdings LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true 0001863666 Stonepeak Associates IV LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true 0001863692 Stonepeak GP Investors IV LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true 0001656524 Stonepeak GP Investors Manager LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true 0001550758 Dorrell Michael B. 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true 0001362705 Evolve Transition Infrastructure LP 1360 POST OAK BLVD, SUITE 2400 HOUSTON TX 77056 true Series B Warrants 10 2031-05-17 Common Stock 2000000 D Series C Warrants 15 2031-05-17 Common Stock 1000000 D Series D Warrants 20 2031-05-17 Common Stock 1000000 D Series E Warrants 30 2031-05-17 Common Stock 1000000 D Series F Warrants 40 2031-05-17 Common Stock 1000000 D Options 50 2021-11-13 2028-11-17 Common Stock 5000000 D On May 17, 2021, Nuvve Holding Corp, a Delaware corporation (the "Issuer"), entered into a letter agreement (the "Letter Agreement") with Stonepeak Rocket Holdings LP, a Delaware limited partnership ("Stonepeak"), and Evolve Transition Infrastructure LP, a Delaware limited partnership ("Evolve"), relating to the proposed formation of a joint venture, Levo Mobility LLC ("Levo," and such proposed joint venture, the "Proposed Transaction"). Pursuant to the Letter Agreement, the parties agreed to negotiate in good faith to finalize and enter into definitive agreements for the Proposed Transaction. In connection with the signing of the Letter Agreement, the Issuer issued to Stonepeak and Evolve ten-year warrants (collectively, the "Warrants") to purchase the Issuer's common stock, par value $0.0001 (the "Common Stock") (allocated 90% to Stonepeak and 10% to Evolve), as described in footnote 2. The Warrants issued to Stonepeak and Evolve comprise of (i) Series B warrants to purchase 2,000,000 shares of Common Stock, in the aggregate, (ii) Series C warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, (iii) Series D warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, (iv) Series E warrants to purchase 1,000,000 shares of Common Stock, in the aggregate, and (v) Series F warrants to purchase 1,000,000 shares of Common Stock, in the aggregate. The Series B warrants were fully vested upon issuance. Each of the Series C, Series D, Series E and Series F warrants were vested as to 50% of the shares upon issuance and vest as to the remaining 50% when Levo has entered into contracts with third parties for $125 million, $250 million, $375 million and $500 million in aggregate capital expenditures, respectively. In connection with the signing of the Letter Agreement, the Issuer also entered into a Securities Purchase Agreement (the "Securities Purchase Agreement") with Stonepeak and Evolve, pursuant to which, from time to time between November 13, 2021 and November 17, 2028, Stonepeak and Evolve may elect, in their sole discretion, to purchase up to an aggregate of $250 million in shares of Common Stock at a purchase price of $50.00 per share (allocated 90% to Stonepeak and 10% to Evolve). The Warrants are exercisable 180 days after the applicable vesting date described in footnote 2 above. Unless the Issuer obtains the approval of its stockholders, the aggregate number of shares of Common Stock that may be issued under the Warrants and the Securities Purchase Agreement may not exceed 3,729,622 shares (such number, the "Stockholder Approval Threshold"), which is the maximum number of shares of Common Stock which the Issuer may issue without stockholder approval under the stockholder approval rules of The Nasdaq Stock Market LLC ("Nasdaq"), including Nasdaq Listing Rules 5635(a) and 5635(d). Until such stockholder approval is obtained, the number of shares of Common Stock issuable pursuant to the Warrants and the Securities Purchase Agreement will be reduced in the manner set forth in the Warrants such that the number of shares of Common Stock issuable does not exceed the Stockholder Approval Threshold. In addition, unless the Issuer obtains the approval of its stockholders, the Warrants may not be exercised, and elections to purchase under the Securities Purchase Agreement may not be made, to the extent that, after giving effect to such exercise or election, Stonepeak or Evolve, together with their affiliates, collectively would beneficially own in excess of 19.99% of the Common Stock. The securities that are the subject of this Form 3 are directly beneficially owned 90% by Stonepeak and 10% by Evolve. Stonepeak Associates IV LLC is the general partner of Stonepeak and Stonepeak Rocket Upper Holdings LP. Stonepeak GP Investors IV LLC is the sole member of Stonepeak Associates IV LLC. Stonepeak GP Investors Manager LLC is the managing member of Stonepeak GP Investors IV LLC. Mr. Dorrell serves as the managing member of Stonepeak GP Investors Manager LLC. Affiliates of Stonepeak, including Stonepeak GP Investors Manager LLC and Mr. Dorrell, directly and indirectly beneficially own a majority of the outstanding common units and preferred units of Evolve. Pursuant to Evolve's partnership agreement, its general partner conducts, directs and manages all of Evolve's activities under the authority of the general partner's board of directors. Affiliates of Stonepeak own 100% of the issued and outstanding equity interests in SP Holdings, LLC, which is the sole member of Evolve's general partner. SP Holdings, LLC has the right to appoint all of the members of the board of directors of Evolve's general partner other than two directors which are directly designated by an affiliate of Stonepeak pursuant to an Amended and Restated Board Representation and Standstill Agreement, dated as of August 2, 2019. As a result of the foregoing, affiliates of Stonepeak control Evolve and its general partner and have the ability to appoint all of the members of the board of directors of the general partner of Evolve. Each Reporting Person disclaims beneficial ownership of the securities set forth herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities Exchange Act of 1934, or for any other purpose. Exhibit 99.1: Additional Signatures /s/ Michael B. Dorrell 2021-05-27 EX-99.1 2 brhc10025146_ex99-1.htm EXHIBIT 99.1
Exhibit 99.1

 
STONEPEAK ROCKET HOLDINGS LP
   
By:
STONEPEAK ASSOCIATES IV LLC, its general partner
By:
STONEPEAK GP INVESTORS IV LLC, its sole member
By:
STONEPEAK GP INVESTORS MANAGER LLC, its managing member
     
By:
 /s/ Michael Dorrell  
 
Name:  Michael Dorrell
  
 
Title:  Managing Member
Date: May 27, 2021

 
STONEPEAK ROCKET UPPER HOLDINGS LP
   
By:
STONEPEAK ASSOCIATES IV LLC, its general partner
By:
STONEPEAK GP INVESTORS IV LLC, its sole member
By:
STONEPEAK GP INVESTORS MANAGER LLC, its managing member
     
By:
 /s/ Michael Dorrell  
 
Name:  Michael Dorrell
  
 
Title:  Managing Member
Date: May 27, 2021

 
STONEPEAK ASSOCIATES IV LLC
   
By:
STONEPEAK GP INVESTORS IV LLC, its sole member
By:
STONEPEAK GP INVESTORS MANAGER LLC, its managing member
     
By:
 /s/ Michael Dorrell  
 
Name:  Michael Dorrell
  
 
Title:  Managing Member
Date: May 27, 2021

 
STONEPEAK GP INVESTORS IV LLC
   
By:
STONEPEAK GP INVESTORS MANAGER LLC, its managing member
     
By:
 /s/ Michael Dorrell  
 
Name:  Michael Dorrell
  
 
Title:  Managing Member
Date: May 27, 2021

 
STONEPEAK GP INVESTORS MANAGER LLC
     
By:
 /s/ Michael Dorrell  
 
Name:  Michael Dorrell
  
 
Title:  Managing Member
Date: May 27, 2021

 
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
Date: May 27, 2021