Evolve Transition Infrastructure LP (“Evolve”) (NYSE American:
SNMP), a publicly traded limited partnership focused on the
acquisition, development and ownership of infrastructure critical
to the transition of energy supply to lower carbon sources, today
reported, as required by Section 711(a) of the NYSE American
Company Guide (the “Company Guide”), equity inducement awards to
each of Randall Gibbs, Mike Keuss, and Jonathan
Hartigan.
Messrs. Gibbs, Keuss, and Hartigan will accept employment with
Evolve Transition Infrastructure GP LLC, the sole general partner
of Evolve (the “General Partner”), effective November 3, 2021.
Effective December 1, 2021, Mr. Gibbs will serve as the new Chief
Executive Officer of the General Partner, Mr. Keuss will serve as
the new President and Chief Operating Officer of the General
Partner, and Mr. Hartigan will serve as the new President and Chief
Investment Officer of the General Partner. The Inducement Awards
(as defined below) will have a grant date of November 3, 2021 (the
“Grant Date”), and will be granted to Messrs. Gibbs, Keuss, and
Hartigan pursuant to the Evolve Transition Infrastructure LP 2021
Equity Inducement Award Plan (the “Inducement Plan”). The
Inducement Plan was approved by the Board of Directors (the
“Board”) of the General Partner, under Rule 711(a) and the other
relevant rules of the Company Guide for equity grants, to induce
new employees to accept employment with the General Partner.
Messrs. Gibbs, Keuss, and Hartigan currently serve as the Chief
Executive Officer, President, and Executive Vice President and
Chief Financial Officer, respectively, of HOBO Renewable Diesel,
LLC (“HOBO”), a renewable fuel project developer. As separately
announced today, Evolve and HOBO have entered into a Framework
Agreement (the “Framework Agreement”), pursuant to which Evolve
will fund the construction of HOBO’s initial project that is
expected to produce more than 120 million gallons of renewable
fuels annually (the “Fuels Project”).
As an inducement material to each of Messrs. Gibbs, Keuss, and
Hartigan accepting employment with the General Partner, and in
accordance with Rule 711(a) of the Company Guide, the independent
directors of the Board approved grants of 5,755,056 restricted
common units representing limited partner interests in Evolve
(“Restricted Units”) to each of Messrs. Gibbs and Keuss, and a
grant of 2,589,888 Restricted Units to Mr. Hartigan (collectively,
the “Inducement Awards”).
The Inducement Awards vest in three separate tranches if certain
performance conditions are satisfied, subject to the recipient’s
continued qualification as an Eligible Person (as defined in the
Inducement Plan) until the time each tranche vests (or if
applicable, until the time of the recipient’s termination without
cause or death). With respect to each tranche there is a primary
vesting schedule which is tied to satisfaction of certain
conditions set forth in the Framework Agreement and an alternative
vesting schedule that may apply upon satisfaction of certain
performance metrics relating to total unitholder return.
The first tranche is comprised of 3,000,000 Restricted Units
(1,224,480 Restricted Units for each of Messrs. Gibbs and Keuss and
551,040 Restricted Units for Mr. Hartigan) and vests upon the
occurrence of the Offtake Condition (as defined in the Framework
Agreement) for the Fuels Project within seven years of the Grant
Date, which includes, among other things, execution of offtake
agreements covering at least 70% of the Fuels Project’s estimated
capacity. Alternatively, the first tranche may become vested if
Evolve achieves a total unitholder return of 150% for 60
consecutive days during the period commencing on the Grant Date and
ending on December 31, 2023.
The second tranche is comprised of 5,550,000 Restricted Units
(2,265,288 Restricted Units for each of Messrs. Gibbs and Keuss and
1,019,424 Restricted Units for Mr. Hartigan) and vests upon the
occurrence of Financial Close (as defined in the Framework
Agreement) for the Fuels Project within seven years of the Grant
Date, which includes, among other things, satisfaction of certain
conditions precedent required in the Framework Agreement.
Alternatively, the second tranche may become vested if Evolve
achieves a total unitholder return of 200% for 60 consecutive days
during the period commencing on January 1, 2023 and ending on
December 31, 2024.
The third tranche is also comprised of 5,550,000 Restricted
Units (2,265,288 Restricted Units for each of Messrs. Gibbs and
Keuss and 1,019,424 Restricted Units for Mr. Hartigan) and vests
upon the occurrence of Commercial Operation (as defined in the
Framework Agreement) for the Fuels Project within seven years of
the Grant Date, which includes, among other things, completion of
any performance tests required by any contract entered into in
connection with the Fuels Project, completion of all work under the
construction contracts covering the full scope of the Fuels
Project, and the occurrence of the commercial operations or similar
requirement under any project financing or offtake agreement for
the Fuels Project. Alternatively, the third tranche may become
vested if Evolve achieves a total unitholder return of 250% for 60
consecutive days during the period commencing on January 1, 2024
and ending on December 31, 2025 or, in the discretion of the Board
upon certain acquisitions by Evolve.
Failure to satisfy the performance conditions or continued
status as an Eligible Person generally will result in the
forfeiture of any unvested Restricted Units. However, the
Restricted Units granted under each Inducement Award that are then
unvested are subject to full acceleration upon a change of control,
and pro rata acceleration upon termination of the recipient without
cause or upon the death of the recipient. Unless the Restricted
Units granted under the applicable Inducement Award are subject to
acceleration, all Restricted Units that are then unvested shall
become forfeited on the date the recipient ceases to be an officer,
employee, consultant, or director of the General Partner, Evolve or
any of their affiliates.
About Evolve Transition Infrastructure LPEvolve
Transition Infrastructure LP (NYSE American: SNMP) is a
publicly-traded limited partnership formed in 2005 focused on the
acquisition, development and ownership of infrastructure critical
to the transition of energy supply to lower carbon sources.
Additional information about Evolve can be found in our
documents on file with the SEC which are available on our website
at www.evolvetransition.com and on the SEC’s website at
www.sec.gov.
About HOBO Renewable Diesel, LLCHOBO Renewable
Diesel, LLC, is a developer of renewable fuels projects that
convert agriculture feedstocks into renewable fuels such as
renewable diesel and sustainable aviation fuel. HOBO is led by an
experienced group of energy professionals who have demonstrated
expertise across project development, engineering, operations, and
financing, and the organization has partnered with a premier team
of technology and engineering/construction companies as well as
other advisors. For more information please visit
http://hobord.com.
Contacts
EvolveCharles WardChief Financial
Officerir@evolvetransition.com (713) 800-9477
HOBOJonathan HartiganChief Financial
Officerjhartigan@hobord.com (713) 800-2910
Forward-Looking StatementsThis press release
contains “forward-looking statements” within the meaning of Section
27A of the Securities Act of 1933, as amended, and Section 21E of
the Securities Exchange Act of 1934, as amended. All statements,
other than statements of present or historical fact, included in
this press release are forward-looking statements. Any statements
that refer to Evolve’s future strategy, future investments, future
uses of capital, future operations, plans and objectives of
management, or other characterizations of future events or
circumstances, including any underlying assumptions, are
forward-looking statements. Forward-looking statements in this
press release may include, for example, statements about Evolve’s
expected deployment of capital in support of the Fuels Project, the
anticipated benefits of such project, Evolve’s ability to raise
capital for purposes of funding the development of any renewable
fuels project, the ability of the Offtake Condition to occur, the
ability of the Fuels Project to achieve Financial Close or
Commercial Operation, and other statements about Evolve or HOBO. In
some cases, you can identify forward-looking statements by
terminology such as “may,” “expect,” “plan,” “anticipate,”
“believe,” “project,” or the negative of such terms or other
similar expressions. These forward-looking statements are based on
management’s current beliefs, expectations and assumptions
regarding the future of Evolve’s business, future plans and
strategies, projections, anticipated events and trends, the
economy, and other future conditions.
These forward-looking statements are subject to known and
unknown risks, uncertainties and assumptions about Evolve and HOBO
that may cause Evolve’s actual results, levels of activity,
performance, or achievements to be materially different from any
future results, levels of activity, performance, or achievements
expressed or implied by such forward looking statements. Therefore,
you should not rely on any of these forward-looking statements.
Management cautions all readers that the forward-looking statements
contained in this press release are not guarantees of future
performance, and actual results may differ materially from those
anticipated or implied in forward-looking statements. For more
information concerning factors that could cause actual results to
differ from those expressed or forecasted, please read Evolve’s
filings with the SEC, with particular attention to the “Risk
Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations” sections in Evolve’s most
recent Annual Report on Form 10-K and Quarterly Report on Form
10-Q, all of which are available on Evolve’s website at
www.evolvetransition.com and on the SEC’s website at www.sec.gov.
These cautionary statements qualify all forward-looking statements
attributable to Evolve or persons acting on Evolve’s behalf. Except
as otherwise required by applicable law, Evolve disclaims any duty
to update any forward-looking statements, all of which are
expressly qualified by the statements in this section, to reflect
events or circumstances after the date of this press release.
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