0000898432-20-000110.txt : 20200213 0000898432-20-000110.hdr.sgml : 20200213 20200213170734 ACCESSION NUMBER: 0000898432-20-000110 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20200213 DATE AS OF CHANGE: 20200213 GROUP MEMBERS: HITE ENERGY LP GROUP MEMBERS: HITE HEDGE LP GROUP MEMBERS: HITE HEDGE OFFSHORE, LTD. GROUP MEMBERS: HITE HEDGE QP LP GROUP MEMBERS: HITE MLP ADVANTAGE LP GROUP MEMBERS: HITE MLP LP GROUP MEMBERS: JAMPEL JAMES M SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Altus Midstream Co CENTRAL INDEX KEY: 0001692787 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 814675947 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89942 FILM NUMBER: 20611884 BUSINESS ADDRESS: STREET 1: 2000 POST OAK BOULEVARD STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 BUSINESS PHONE: 713-296-6000 MAIL ADDRESS: STREET 1: 2000 POST OAK BOULEVARD STREET 2: SUITE 100 CITY: HOUSTON STATE: TX ZIP: 77056-4400 FORMER COMPANY: FORMER CONFORMED NAME: Kayne Anderson Acquisition Corp DATE OF NAME CHANGE: 20161220 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HITE Hedge Asset Management LLC CENTRAL INDEX KEY: 0001568939 IRS NUMBER: 200345473 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 300 CROWN COLONY DR STREET 2: SUITE 108 CITY: QUINCY STATE: MA ZIP: 02169 BUSINESS PHONE: 617-928-5523 MAIL ADDRESS: STREET 1: 300 CROWN COLONY DR STREET 2: SUITE 108 CITY: QUINCY STATE: MA ZIP: 02169 SC 13G 1 sc13g.htm
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

______________

SCHEDULE 13G*
Under the Securities Exchange Act of 1934


Altus Midstream Company
(Name of Issuer)

Class A Common Stock, par value $0.0001
(Title of Class of Securities)

02215L100
(CUSIP Number)

December 31, 2019
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:


 [X]
Rule 13d-1(b)


[   ]
Rule 13d-1(c)


[   ]
Rule 13d-1(d)

*
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 or otherwise subject to the liabilities of that section of such Act but shall be subject to all other provisions of such Act.

CUSIP No. 02215L100
1
NAME OF REPORTING PERSONS

HITE Hedge Asset Management LLC
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ☒
(b) ☐
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
6,497,806*
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
6,497,806*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,497,806*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7%**
 
12
TYPE OF REPORTING PERSON
IA
 
*
Comprised of common shares held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP LP, HITE MLP Advantage LP, HITE Energy LP, and HITE Hedge Offshore Ltd., for all of which HITE Hedge Asset Management LLC is the investment adviser.
**
Percentage ownership is based upon 74,929,305 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on October 31, 2019.
- 2 -

CUSIP No. 02215L100
1
NAME OF REPORTING PERSONS

James M. Jampel
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ☒
 (b) ☐
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
6,497,806*
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
6,497,806*
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,497,806*
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.7%**
12
TYPE OF REPORTING PERSON
IN
 
*
Comprised of common shares held by HITE Hedge LP, HITE MLP LP, HITE Hedge QP LP, HITE MLP Advantage LP, HITE Energy LP, and HITE Hedge Offshore Ltd., for all of which HITE Hedge Asset Management LLC is the investment adviser.
**
Percentage ownership is based upon 74,929,305 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on October 31, 2019.
- 3 -


CUSIP No. 02215L100
1
NAME OF REPORTING PERSONS

HITE Hedge LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ☒
(b) ☐
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
634,435
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
634,435
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
634,435
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.8%*
12
TYPE OF REPORTING PERSON
PN
 
*
Percentage ownership is based upon 74,929,305 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on October 31, 2019.
- 4 -

CUSIP No. 02215L100
1
NAME OF REPORTING PERSONS

HITE MLP LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ☒
 (b) ☐
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
313,259
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
313,259
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
313,259
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%*
12
TYPE OF REPORTING PERSON
PN
 
*
Percentage ownership is based upon 74,929,305 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on October 31, 2019.
- 5 -

CUSIP No. 02215L100
1
NAME OF REPORTING PERSONS

HITE Hedge QP LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ☒
(b) ☐
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
685,266
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
685,266
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
685,266
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.9%*
12
TYPE OF REPORTING PERSON
PN
 
*
Percentage ownership is based upon 74,929,305 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on October 31, 2019.
- 6 -


CUSIP No. 02215L100
1
NAME OF REPORTING PERSONS

HITE MLP Advantage LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ☒
(b) ☐
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
271,313
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
271,313
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
271,313
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.4%*
12
TYPE OF REPORTING PERSON
PN
 
*
Percentage ownership is based upon 74,929,305 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on October 31, 2019.
- 7 -


CUSIP No. 02215L100
1
NAME OF REPORTING PERSONS

HITE Energy LP
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ☒
(b) ☐
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
213,849
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
213,849
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
213,849
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
0.3%*
12
TYPE OF REPORTING PERSON
PN
 
*
Percentage ownership is based upon 74,929,305 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on October 31, 2019.
- 8 -

CUSIP No. 02215L100
1
NAME OF REPORTING PERSONS
HITE Hedge Offshore Ltd.
 
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
 
(a) ☒
 (b) ☐
3
SEC USE ONLY
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
 
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
5
SOLE VOTING POWER
0
 
6
SHARED VOTING POWER
4,379,684
 
7
SOLE DISPOSITIVE POWER
0
 
8
SHARED DISPOSITIVE POWER
4,379,684
 
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,379,684
 
10
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
  ☐
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
5.8%*
12
TYPE OF REPORTING PERSON
CO
 
*
Percentage ownership is based upon 74,929,305 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on October 31, 2019.
- 9 -
Item 1(a).
Name of Issuer:
   
 
Altus Midstream Company
   
Item 1(b).
Address of Issuer’s Principal Executive Offices:
   
 
One Post Oak Central, 2000 Post Oak Boulevard, Suite 100
 
Houston, Texas 77056-4400
   
Item 2(a).
Name of Person Filing:
   
 
This Schedule 13G is filed by:
 
HITE Hedge Asset Management LLC
 
James M. Jampel
 
HITE Hedge LP
 
HITE MLP LP
 
HITE Hedge QP LP
 
HITE MLP Advantage LP
 
HITE Energy LP
 
HITE Hedge Offshore Ltd.
   
Item 2(b).
Address of Principal Business Office or, if None, Residence:
   
 
The address of the principal business office of each Reporting Person is:
 
300 Crown Colony Drive
 
Suite 108
 
Quincy, MA 02169
   
Item 2(c).
Citizenship:
   
 
HITE Hedge Asset Management LLC is a Delaware limited liability company
 
James M. Jampel is a citizen of the United States
 
HITE Hedge LP is a Delaware limited partnership
 
HITE MLP LP is a Delaware limited partnership
 
HITE Hedge QP LP is a Delaware limited partnership
 
HITE MLP Advantage LP is a Delaware limited partnership
 
HITE Energy LP is a Delaware limited partnership
 
HITE Hedge Offshore Ltd. is a Cayman Islands exempted company
   
Item 2(d).
Title of Class of Securities:
   
 
Class A Common Stock, par value $0.0001
   
Item 2(e).
CUSIP Number:
   
 
02215L100
   
Item 3.
If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:
   
 
(a) ☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
(b) ☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c)

- 10 -
 
(c) ☐
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
(d) ☐
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
(e) ☐
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
 
(f) ☐
An employee benefit plan or endowment fund in accordance with § 240.13d‑1(b)(1)(ii)(F);
 
(g) ☐
A parent holding company or control person in accordance with § 240.13d‑1(b)(1)(ii)(G);
 
(h) ☐
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
(i) ☐
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
(j) ☐
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
 
(k) ☒
Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution.
     
Item 4.
Ownership.
   
 
(a)
Amount beneficially owned:
   
HITE Hedge Asset Management LLC: 6,497,806 shares
   
James M. Jampel: 6,497,806 shares
   
HITE Hedge LP: 634,435 shares
   
HITE MLP LP: 313,259 shares
   
HITE Hedge QP LP: 685,266 shares
   
HITE MLP Advantage LP: 271,313 shares
   
HITE Energy LP: 213,849 shares
   
HITE Hedge Offshore Ltd.: 4,379,684 shares
     
 
(b)
Percent of class:
   
HITE Hedge Asset Management LLC: 8.7%
   
James M. Jampel: 8.7%
   
HITE Hedge LP: 0.8%
   
HITE MLP LP: 0.4%
   
HITE Hedge QP LP: 0.9%
   
HITE MLP Advantage LP: 0.4%
   
HITE Energy LP: 0.3%
   
HITE Hedge Offshore Ltd.: 5.8%
     
 

The percentage ownership is based upon 74,929,305 shares of Class A Common Stock, par value $0.0001 per share, issued and outstanding as of October 31, 2019, as reported in the Issuer’s Quarterly Report on Form 10-Q as filed with the Securities and Exchange Commission on October 31, 2019.
   
 
(c)
Number of shares as to which the person has:


- 11 -

     
   
(i)
Sole power to vote or to direct the vote: 0
       
   
(ii)
Shared power to vote or to direct the vote:
     
HITE Hedge Asset Management LLC: 6,497,806 shares
     
James M. Jampel: 6,497,806 shares
     
HITE Hedge LP: 634,435 shares
     
HITE MLP LP: 313,259 shares
      HITE Hedge QP LP: 685,266 shares
     
HITE MLP Advantage LP: 271,313 shares
     
HITE Energy LP: 213,849 shares
     
HITE Hedge Offshore Ltd.: 4,379,684 shares
       
   
(iii)
Sole power to dispose or to direct the disposition of: 0
       
   
(iv)
Shared power to dispose or to direct the disposition of:
     
HITE Hedge Asset Management LLC: 6,947,806 shares
      James M. Jampel: 6,497,806 shares
      HITE Hedge LP: 634,435 shares
     
HITE MLP LP: 313,259 shares
     
HITE Hedge QP LP: 685,266 shares
     
HITE MLP Advantage LP: 271,313 shares
     
HITE Energy LP: 213,849 shares
     
HITE Hedge Offshore Ltd.: 4,379,684 shares
   
    Mr. Jampel disclaims beneficial ownership of the securities.
       
Item 5.
Ownership of Five Percent or Less of a Class.
   
 
Not applicable.
   
Item 6.
Ownership of More than Five Percent on Behalf of Another Person.
   
 
Not applicable.
   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
   
 
Not applicable.
   
Item 8.
Identification and Classification of Members of the Group.
   
 
For a list of the members of the group filing this Schedule 13G, refer to Exhibit A hereto.
   
Item 9.
Notice of Dissolution of Group.
   
 
Not applicable
     
Item 10.
Certifications.
   
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of

- 12 -
  the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

- 13 -


SIGNATURES

After reasonable inquiry and to the best of their knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.
Dated:  February 13, 2020
 
HITE Hedge Asset Management LLC
       
 
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Managing Member
       
 
Individual
       
 
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel
       
 
HITE Hedge LP
       
 
By:  HITE Hedge Capital LP, its General Partner
       
   
By: HITE Hedge Capital LLC, its General Partner
       
     
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
       
 
HITE MLP LP
       
 
By: HITE Hedge Capital LP, its General Partner
       
   
By: HITE Hedge Capital LLC, its General Partner
       
     
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
       
 
HITE Hedge QP LP
       
 
By: HITE Hedge Capital LP, its General Partner
       
   
By: HITE Hedge Capital LLC, its General Partner
       
   

By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
       
 
HITE MLP Advantage LP
       
 
By:
HITE Hedge Capital LP, its General Partner
       
   
By: HITE Hedge Capital LLC, its General Partner
       

- 14 -
     
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
       
 
HITE Energy LP
       
 
By:
HITE Hedge Capital LP, its General Partner
       
   
By:
HITE Hedge Capital LLC, its General Partner
       
     
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
       
 
HITE Hedge Offshore Ltd.
       
 
By:
HITE Hedge Capital LP, its General Partner
       
   
By: HITE Hedge Capital LLC, its General Partner
       
     
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
- 15 -
LIST OF EXHIBITS
Exhibit No.
  
         Description
A
  
Group Members
B
  
Joint Filing Agreement

- 16 -
Exhibit A
Group Members

HITE Hedge Asset Management LLC
James M. Jampel
HITE Hedge LP
HITE MLP LP
HITE Hedge QP LP
HITE MLP Advantage LP
HITE Energy LP
HITE Hedge Offshore Ltd.

- 17 -
Exhibit B
Joint Filing Agreement

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing on behalf of each of them of a single statement on Schedule 13G (including amendments thereto) with respect to the Class A Common Stock, par value $0.0001, of Altus Midstream Company, a Delaware corporation, and that this Agreement may be included as an exhibit to such joint filing.

IN WITNESS WHEREOF, the undersigned hereby execute this Agreement as of February 13, 2020.

 
HITE Hedge Asset Management LLC
       
 
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Managing Member
       
 
Individual
       
 
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel
       
 
HITE Hedge LP
       
 
By:  HITE Hedge Capital LP, its General Partner
       
   
By: HITE Hedge Capital LLC, its General Partner
       
     
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
       
 
HITE MLP LP
       
 
By: HITE Hedge Capital LP, its General Partner
       
   
By: HITE Hedge Capital LLC, its General Partner
       
     
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
       
 
HITE Hedge QP LP
       
 
By: HITE Hedge Capital LP, its General Partner
       
   
By: HITE Hedge Capital LLC, its General Partner
       
   

By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
       
 
HITE MLP Advantage LP
       
 
By:
HITE Hedge Capital LP, its General Partner
       
   
By: HITE Hedge Capital LLC, its General Partner
       

- 18 -
     
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
       
 
HITE Energy LP
       
 
By:
HITE Hedge Capital LP, its General Partner
       
   
By:
HITE Hedge Capital LLC, its General Partner
       
     
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager
       
 
HITE Hedge Offshore Ltd.
       
 
By:
HITE Hedge Capital LP, its General Partner
       
   
By: HITE Hedge Capital LLC, its General Partner
       
     
By: /s/ James E. Conant, Attorney-in-Fact for James M. Jampel, Manager

- 19 -