CUSIP No: 79971C201
|
Page 2 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|||
STONEPEAK CATARINA HOLDINGS LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
(a) ☐ (b) ☐
|
|
|
|||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
||
☐ |
|
|
|||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐ |
|
|
|||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
33.1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
OO, HC
|
|
|
|||
|
|
CUSIP No: 79971C201
|
Page 3 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|||
STONEPEAK CATARINA UPPER HOLDINGS LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
(a) ☐ (b) ☐
|
|
|
|||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
||
☐ |
|
|
|||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐ |
|
|
|||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
33.1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
OO, HC
|
|
|
|||
|
|
CUSIP No: 79971C201
|
Page 4 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|||
STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
(a) ☐ (b) ☐
|
|
|
|||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
||
☐ |
|
|
|||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐ |
|
|
|||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
33.1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
PN, HC
|
|
|
|||
|
|
CUSIP No: 79971C201
|
Page 5 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|||
STONEPEAK ASSOCIATES LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
(a) ☐ (b) ☐
|
|
|
|||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
||
☐ |
|
|
|||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐ |
|
|
|||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
33.1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
OO, HC
|
|
|
|||
|
|
CUSIP No: 79971C201
|
Page 6 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|||
STONEPEAK GP HOLDINGS LP
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
(a) ☐ (b) ☐
|
|
|
|||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
||
☐ |
|
|
|||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐ |
|
|
|||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
33.1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
PN, HC
|
|
|
|||
|
|
CUSIP No: 79971C201
|
Page 7 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|||
STONEPEAK GP INVESTORS LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
(a) ☐ (b) ☐
|
|
|
|||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
||
☐ |
|
|
|||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐ |
|
|
|||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
33.1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
OO, HC
|
|
|
|||
|
|
CUSIP No: 79971C201
|
Page 8 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|||
STONEPEAK GP INVESTORS MANAGER LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
(a) ☐ (b) ☐
|
|
|
|||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
WC
|
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
||
☐ |
|
|
|||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐ |
|
|
|||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
33.1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
OO, HC
|
|
|
|||
|
|
CUSIP No: 79971C201
|
Page 9 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|||
MICHAEL DORRELL
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
(a) ☐ (b) ☐
|
|
|
|||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
||
☐ |
|
|
|||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐ |
|
|
|||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
33.1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
IN, HC
|
|
|
|||
|
|
CUSIP No: 79971C201
|
Page 10 of 16 Pages
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
|
|
|||
TRENT VICHIE
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
|
|
|
||
(a) ☐ (b) ☐
|
|
|
|||
|
|
||||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
SOURCE OF FUNDS (SEE INSTRUCTIONS)
|
|
|
||
AF
|
|
|
|||
|
|
||||
5
|
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
|
|
|
||
☐ |
|
|
|||
|
|
||||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States of America
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
7
|
SOLE VOTING POWER
|
|
|
|
0
|
|
|
|||
|
|
||||
8
|
SHARED VOTING POWER
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
0
|
|
|
|||
|
|
||||
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
7,369,094 (1)
|
|
|
|||
|
|
||||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐ |
|
|
|||
|
|
||||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
33.1%
|
|
|
|||
|
|
||||
14
|
TYPE OF REPORTING PERSON
|
|
|
||
IN, HC
|
|
|
|||
|
|
CUSIP No: 79971C201
|
Page 11 of 16 Pages
|
Item 1. |
Security and Issuer
|
Item 2. |
Identity and Background
|
CUSIP No: 79971C201
|
Page 12 of 16 Pages
|
Item 4. |
Purpose of Transaction
|
CUSIP No: 79971C201
|
Page 13 of 16 Pages
|
Item 5. |
Interest in Securities of the Issuer
|
CUSIP No: 79971C201
|
Page 14 of 16 Pages
|
Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
|
Item 7. |
Material to Be Filed as Exhibits
|
Exhibit O: |
Contribution and Exchange Agreement by and between SP Capital Holdings, LLC, SP Common Equity LLC and Stonepeak Catarina Holdings LLC dated September 7, 2020
|
CUSIP No: 79971C201
|
Page 15 of 16 Pages
|
STONEPEAK CATARINA HOLDINGS LLC
|
|||
By: |
STONEPEAK CATARINA UPPER HOLDINGS LLC, its managing
member |
||
By: | STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP, its managing member |
||
By: | STONEPEAK ASSOCIATES LLC, its general partner | ||
By: | STONEPEAK GP HOLDINGS LP, its sole member | ||
By: | STONEPEAK GP INVESTORS LLC, its general partner | ||
By: | STONEPEAK GP INVESTORS MANAGER LLC, its managing member | ||
By: | /s/ Michael Dorrell | ||
Name: | Michael Dorrell | ||
Title: | Managing Member |
STONEPEAK CATARINA UPPER HOLDINGS LLC
|
|||
By: | STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP, its managing member |
||
By: | STONEPEAK ASSOCIATES LLC, its general partner | ||
By: | STONEPEAK GP HOLDINGS LP, its sole member | ||
By: | STONEPEAK GP INVESTORS LLC, its general partner | ||
By: | STONEPEAK GP INVESTORS MANAGER LLC, its managing member | ||
By: | /s/ Michael Dorrell | ||
Name: | Michael Dorrell | ||
Title: | Managing Member |
STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP
|
|||
By: | STONEPEAK ASSOCIATES LLC, its general partner | ||
By: | STONEPEAK GP HOLDINGS LP, its sole member | ||
By: | STONEPEAK GP INVESTORS LLC, its general partner | ||
By: | STONEPEAK GP INVESTORS MANAGER LLC, its managing member | ||
By: | /s/ Michael Dorrell | ||
Name: | Michael Dorrell | ||
Title: | Managing Member |
CUSIP No: 79971C201
|
Page 16 of 16 Pages
|
STONEPEAK ASSOCIATES LLC
|
|||
By: | STONEPEAK GP HOLDINGS LP, its sole member | ||
By: | STONEPEAK GP INVESTORS LLC, its general partner | ||
By: | STONEPEAK GP INVESTORS MANAGER LLC, its managing member | ||
By: | /s/ Michael Dorrell | ||
Name: | Michael Dorrell | ||
Title: | Managing Member |
STONEPEAK GP HOLDINGS LP
|
|||
By: | STONEPEAK GP INVESTORS LLC, its general partner | ||
By: | STONEPEAK GP INVESTORS MANAGER LLC, its managing member | ||
By: | /s/ Michael Dorrell | ||
Name: | Michael Dorrell | ||
Title: | Managing Member |
STONEPEAK GP INVESTORS LLC
|
|||
By: | STONEPEAK GP INVESTORS MANAGER LLC, its managing member | ||
By: | /s/ Michael Dorrell | ||
Name: | Michael Dorrell | ||
Title: | Managing Member |
STONEPEAK GP INVESTORS MANAGER LLC
|
|||
By: | /s/ Michael Dorrell | ||
Name: | Michael Dorrell | ||
Title: | Managing Member |
By: | /s/ Michael Dorrell | ||
Name: | Michael Dorrell |
By: | /s/ Trent Vichie | ||
Name: | Trent Vichie |
ARTICLE I DEFINITIONS AND RULES OF CONSTRUCTION
|
2
|
|
Section 1.1
|
Definitions
|
2
|
Section 1.2
|
Rules of Construction
|
2
|
ARTICLE II CONTRIBUTION AND EXCHANGE; CLOSING
|
2
|
|
Section 2.1
|
Contribution and Exchange
|
2
|
Section 2.2
|
Closing
|
3
|
Section 2.3
|
Closing Deliverables
|
3
|
ARTICLE III REPRESENTATIONS AND WARRANTIES RELATING TO CONTRIBUTORS AND THE COMPANIES
|
4
|
|
Section 3.1
|
Organization
|
4
|
Section 3.2
|
Authorization; Enforceability
|
4
|
Section 3.3
|
No Conflict or Consents
|
5
|
Section 3.4
|
Capitalization of the Contributed Companies and Ownership of the Contributed Interests
|
5
|
Section 3.5
|
Ownership of the General Partner and SNMP Common Units
|
6
|
Section 3.6
|
Litigation
|
7
|
Section 3.7
|
Assets and Liabilities
|
7
|
Section 3.8
|
Financial Statements
|
8
|
Section 3.9
|
Compliance with Laws
|
8
|
Section 3.10
|
Transactions with Affiliates
|
8
|
Section 3.11
|
Taxes
|
9
|
Section 3.12
|
Solvency
|
10
|
Section 3.13
|
Organizational Documents of the Companies
|
10
|
Section 3.14
|
Brokers’ Fees
|
10
|
Section 3.15
|
Investment Representation
|
10
|
ARTICLE IV REPRESENTATIONS AND WARRANTIES RELATING TO CATARINA
|
11
|
|
Section 4.1
|
Organization
|
11
|
Section 4.2
|
Authorization; Enforceability
|
11
|
Section 4.3
|
No Conflict
|
11
|
Section 4.4
|
Litigation
|
11
|
Section 4.5
|
Capitalization
|
12
|
Section 4.6
|
Brokers’ Fees
|
12
|
Section 4.7
|
Investment Representation
|
12
|
ARTICLE V COVENANTS
|
13
|
|
Section 5.1
|
Confidentiality; Publicity
|
13
|
Section 5.2
|
Further Assurances
|
13
|
Section 5.3
|
Release
|
14
|
Section 5.4
|
License Agreement
|
14
|
ARTICLE VI TAX MATTERS
|
14 |
|
Section 6.1
|
Tax Treatment
|
14
|
Section 6.2
|
Tax Returns
|
14
|
Section 6.3
|
Cooperation
|
15
|
Section 6.4
|
Allocation of Taxes
|
15
|
ARTICLE VII INDEMNIFICATION
|
15
|
|
Section 7.1
|
Survival of Representations, Warranties and Covenants
|
15
|
Section 7.2
|
Indemnification
|
16
|
Section 7.3
|
Indemnification Procedures
|
17
|
Section 7.4
|
Set-off
|
20
|
Section 7.5
|
Exclusive Remedy
|
20
|
ARTICLE VIII MISCELLANEOUS
|
21
|
|
Section 8.1
|
Notices
|
21
|
Section 8.2
|
Assignment
|
22
|
Section 8.3
|
Rights of Third Parties
|
22
|
Section 8.4
|
Counterparts
|
22
|
Section 8.5
|
Entire Agreement
|
22
|
Section 8.6
|
Amendments
|
22
|
Section 8.7
|
Severability
|
22
|
Section 8.8
|
Governing Law; Jurisdiction
|
22
|
Section 8.9
|
Specific Performance
|
23
|
Section 8.10
|
Recourse
|
23
|
Exhibit A
|
-
|
Sanchez Holders
|
Exhibit B
|
-
|
Consideration
|
Exhibit C
|
-
|
Form of Amended LLC Agreement
|
Exhibit D
|
-
|
Form of Release
|
Exhibit E
|
-
|
Form of Amended Services Agreement
|
Exhibit F
|
-
|
Form of Standstill Consent
|
Exhibit G
|
-
|
Form of Common Unit Transfer Agreement
|
Exhibit H
|
-
|
Form of License Agreement
|
Schedule 1.1(a)
|
-
|
Knowledge Parties
|
Schedule 2.3(a)(iii)
|
-
|
Sanchez Holders
|
Schedule 2.3(a)(x)
|
-
|
Third Party Consents
|
Schedule 3.3
|
-
|
Contributors No Conflict
|
Schedule 3.6
|
-
|
Litigation
|
Schedule 3.7(c)
|
-
|
Contracts and Enforceability
|
Schedule 3.7(e)
|
-
|
Employees
|
Schedule 3.7(f)
|
-
|
Bank Accounts
|
Schedule 3.8
|
-
|
Financial Statements
|
Schedule 3.10
|
-
|
Transactions with Affiliates
|
Schedule 3.11
|
-
|
Taxes
|
Schedule 4.3
|
-
|
Catarina No Conflict
|
Schedule 4.6
|
-
|
Catarina Broker Fees
|
SP CAPITAL HOLDINGS, LLC | |||
|
By:
|
/s/ Antonio R. Sanchez, III | |
Name: Antonio R. Sanchez, III | |||
Title: Managing Member | |||
SP COMMON EQUITY LLC | |||
|
By:
|
/s/ Antonio R. Sanchez, III | |
Name: Antonio R. Sanchez, III | |||
Title: Managing Member | |||
STONEPEAK CATARINA HOLDINGS LLC
|
|||
By: |
STONEPEAK CATARINA UPPER HOLDINGS LLC, its sole member
|
||
By: | STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP, its managing member |
||
By: | STONEPEAK ASSOCIATES LLC, its general partner | ||
By: | STONEPEAK GP HOLDINGS LP, its sole member | ||
By: | STONEPEAK GP INVESTORS LLC, its general partner | ||
By: | STONEPEAK GP INVESTORS MANAGER LLC, its managing member | ||
By: | /s/ Jack Howell | ||
Name: | Jack Howell | ||
Title: | Senior Managing Director | ||
By: | /s/ Luke Taylor | ||
Name: |
Luke Taylor | ||
Title: | Senior Managing Director |
Units
|
Unvested LTIP
|
|||||||||||
Owned
|
Grants
|
Totals
|
||||||||||
A.R. Sanchez, Jr.
|
227,104
|
-
|
227,104
|
|||||||||
A.R. Sanchez, III
|
1,169,055
|
140,647
|
1,309,702
|
|||||||||
Ana Lee S. Jacobs
|
735,825
|
-
|
735,825
|
|||||||||
Eduardo Sanchez
|
1,114,040
|
-
|
1,114,040
|
|||||||||
Patricio Sanchez
|
1,263,768
|
-
|
1,263,768
|
|||||||||
4,509,792
|
140,647
|
4,650,439
|
Contributor
|
Contributed Interest
|
Consideration
|
SP CAPITAL HOLDINGS, LLC
|
100% of the membership interests of SP Holdings, LLC
|
10,000 Class B Units of Catarina
|
SP COMMON EQUITY LLC
|
100% of the membership interests of SP Common Equity Subsidiary LLC
|
5,000 Class C Units of Catarina
|