Item 5.02.
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
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At the effective time of the Merger, each of the members of the board of directors of JPE GP resigned from the board and ceased to be a
director of JPE GP. The members of the JPE GP board immediately prior to the effective time of the Merger were J. Patrick Barley, Patrick J. Welch, John F. Erhard, Daniel R. Revers, Evan M. Schwartz, Greg Arnold, T. Porter Trimble, Normal J.
Szydlowski and Josh L. Sherman. Each of the foregoing resigned in connection with the Merger and not due to any disagreement with JPE GP or any party to the Merger Agreement.
Board of Directors
Effective March 8, 2017, Mr. J. Patrick Barley and Mr. Patrick J. Welch were appointed members of the Board of Directors of
GP Sub, and their terms expire on March 31, 2017, at which time GP Sub shall become member-managed.
J. Patrick Barley.
J.
Patrick Barley is 42 years old and served as President, Chief Executive Officer and Chairman of the Board of directors of JPE GP from May 2010 to March 2017. Mr. Barley brings over 16 years of experience managing early-stage investments. Prior
to founding JPE, Mr. Barley was the Founder, President and Chief Executive Officer of Lonestar Midstream Partners, LP (
Lonestar Midstream
), a midstream company focused on natural gas gathering and processing, from March 2005
to July 2008. Mr. Barley managed his private investments from the sale of Lonestar Midstream to Penn Virginia Resources Partners LP in July 2008 until he founded JPE in May 2010. In 2004, Mr. Barley formed his own private investment firm,
CB Capital, LLC, which served as the general partner of Lonestar Midstream. Prior to forming CB Capital, LLC, Mr. Barley was a partner at Greenfield Capital Management, LLC from 1999 to 2004. Mr. Barley earned a Bachelor of Science from
Texas Tech University and a Master of Business Administration in Finance from Southern Methodist University.
Patrick J. Welch.
Patrick J. Welch is 49 years old and served as the Executive Vice President and Chief Financial Officer of JPE GP from April 2014 to March 2017 and served as Interim Chief Financial Officer of JPE GP from November 2013 to April 2014.
Mr. Welch also served as a member of the board of JPE GP from October 2014 to March 2017. From August 2013 to April 2014, Mr. Welch served as a Managing Director at Opportune LLP, an independent consultancy focused exclusively on the
energy industry. From March 2012 to August 2013, Mr. Welch served as an independent consultant, advising and assisting clients in all aspects of the CFO function in energy companies with a focus on IPO readiness. From June 2011 through March
2012, he served as Chief Financial Officer for RES Americas, a privately held renewable energy development and construction company with activities in the United States and Canada. Mr. Welch served as the Chief Financial Officer of Atlantic
Power Corporation (NYSE: AT) from May 2006 through June 2011. Mr. Welch has an extensive background in the energy and independent power industries. Before joining Atlantic Power Corporation, from January 2004 to May 2006, Mr. Welch was
Vice President and Controller of DCP Midstream and DCP Midstream Partners, LP (NYSE: DPM) in Denver, Colorado. Prior to that he held various positions at Dynegy Inc. (NYSE: DYN) in Houston, Texas, including Vice President and Controller for Dynegy
Generation, and Assistant Corporate Controller. Prior to Dynegy, Mr. Welch was a Senior Audit Manager in the Energy, Utilities and Mining Practice of PricewaterhouseCoopers LLP, predominantly in Houston, Texas, where he served several major
energy clients. Mr. Welch earned his Bachelors Degree from the University of Central Oklahoma and is a Certified Public Accountant.
There are no arrangements or understandings between Messrs. Barley or Welch and GP Sub or JPE or
any other persons pursuant to which any of the three directors was elected to the Board. There are no family relationships between Messrs. Barley or Welch and the executive officers or directors of GP Sub and no transactions that would require
disclosure under Item 404(a) of Regulation S-K.
Messrs. Barley and Welch will each be indemnified for his actions associated with
being a director to the fullest extent permitted under Delaware law, subject to certain limitations provided in the Amended & Restated LPA (as defined below).
Appointment of Certain Officers
Effective March 8, 2017, and expiring on March 31, 2017, Mr. Barley was also appointed as President and Chief Executive Officer
of GP Sub and to serve as the Principal Executive Officer in that role. Mr. Welch was also appointed as Executive Vice President, Chief Financial Officer of GP Sub and to serve as the Principal Financial Officer in that role. Mr. Shiming
(Simon) Chen was appointed as Senior Vice President and Chief Accounting Officer of GP Sub and to serve as Principal Accounting Officer in that role.
Mr. Chen is 42 years old and served as the Senior Vice President and Chief Accounting Officer of JPE GP from November 2014 to March 2017.
Mr. Chen served as Vice President, Chief Accounting Officer and Controller of JPE GP from November 2014 to September 2015 and as Vice President and Controller of JPE GP from February 2013 to November 2014. Prior to joining JPE, Mr. Chen
served as the Assistant Controller from October 2010 to February 2013, and Director of Financial Reporting from July 2009 to October 2010 for Regency Energy Partners LP, a midstream company focusing on the gathering, transportation, and storage of
NGLs and crude oil, natural gas and NGL marketing and trading, and the management of coal and natural resource properties in the United States. Prior to joining Regency Energy Partners LP, Mr. Chen served in various roles with the assurance and
business advisory services practice of PricewaterhouseCoopers LLP from 2003 to 2009. Mr. Chen is a Certified Public Accountant.
There are no arrangements or understandings between Messrs. Barley, Welch or Chen, and GP Sub or JPE or any other persons pursuant to which
they were selected to the offices set forth above. There are no family relationships between Messrs. Barley, Welch or Chen, and the executive officers or directors of GP Sub and no transactions that would require disclosure under Item 404(a) of
Regulation S-K.
On March 8, 2017, the following persons were appointed as officers of JPE and GP Sub, effective April 1, 2017:
Lynn L. Bourdon III (President and Chief Executive Officer), Eric T. Kalamaras (Senior Vice President and Chief Financial Officer), Rene L. Casadaban (Senior Vice President and Chief Operating Officer), and Michael Croney (Vice President, Corporate
Controller, and Chief Accounting Officer).
Lynn L. Bourdon III is 54 years old and was appointed Chairman, President and Chief Executive
Officer of AMID in December 2015. Most recently, Mr. Bourdon served as President and Chief Executive Officer of Enable Midstream Partners, LP. Prior to Enable Midstream, he served as Group Senior Vice President of NGL & Natural
Gas Marketing, Petrochemical, Refined Products & Marine at Enterprise Products Partners, LP. Mr. Bourdon joined Enterprise as Senior Vice President of NGL Supply & Marketing in 2003 and served in various senior management
positions during his tenure. Prior to his employment at Enterprise Products, Mr. Bourdon served as Senior Vice President and Chief Commercial Officer for Orion Refining Corporation. He also held leadership positions at En*Vantage,
PG&E Gas Transmission and Valero, and earlier served in various capacities at the Dow Chemical Company. Lynn received a Bachelor of Science degree in mechanical engineering from Texas Tech University and an MBA from the University
of Houston.
Eric T. Kalamaras is 43 years old and was appointed Senior Vice President and Chief Financial Officer of AMID in July 2016.
Prior to his appointment with the General Partner of the Partnership, Mr. Kalamaras served as Executive Vice President and Chief Financial Officer of Azure Midstream Partners, LP and Azure Midstream Company, LLC. Prior to Azure,
Mr. Kalamaras served as Chief Financial Officer at Valerus Energy Holdings,
Delphi Midstream Partners, and Atlas Pipeline Partners, LP. Prior to Atlas Pipeline Partners, he spent a combined 10 years at Wells Fargo and Banc of America Securities providing investment
banking and debt capital markets services to clients in the energy and natural resource industries. Mr. Kalamaras started his career as a financial analyst at Ford Motor Company, and holds a Bachelor of Science in Business Administration from
Central Michigan University and a Master of Business Administration from Wake Forest University.
Rene L. Casadaban is 48 years old and
has 26 years of midstream project management and business development experience for onshore, offshore and deepwater pipeline systems. Mr. Casadaban is the former Chief Operating Officer for Summit Midstream Partners, LP (Summit).
Prior to joining Summit, Mr. Casadaban worked for Enterprise Products Partners LP as the Director for Deepwater Business Development of floating production platforms and offshore pipelines. Mr. Casadaban has also served as an independent
consultant to ExxonMobil Corporation and GulfTerra Energy Partners, LP for Gulf of Mexico and international pipeline projects. At Land and Marine Engineering Limited, Mr. Casadaban was responsible for managing domestic and international
pipeline river crossings and beach approaches by horizontal directional drilling. Mr. Casadaban began his career as a Field Engineer for McDermott International Inc. He currently serves on the Board of Angel Reach and is a graduate of Auburn
University with a Bachelor of Science in Building Construction.
Michael J. Croney is 38 years old and was appointed as Vice President,
Chief Accounting Officer and Corporate Controller of AMID in August 2016. Mr. Croney previously served as the Vice President and Controller for FloWorks International LLC in Houston, Texas. Prior to FloWorks International, he served as
controller of North America for AXIP Energy Services and held various management positions at the AES Corporation. Mr. Croney started his career with KPMG and holds a Bachelor of Commerce Honours, Accounting from Nelson Mandela Metropolitan
University. Mr. Croney is a licensed Chartered Accountant in South Africa and licensed CPA in the State of Virginia.
There are no
arrangements or understandings between Messrs. Bourdon, Kalamaras, Casadaban or Croney, and GP Sub or JPE or any other persons pursuant to which they were selected to the offices set forth above. There are no family relationships between Messrs.
Bourdon, Kalamaras, Casadaban or Croney, and the executive officers or directors of GP Sub and no transactions that would require disclosure under Item 404(a) of Regulation S-K.
Item 5.07
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Submission of Matters to a Vote of Security Holders
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A special meeting of unitholders
(the
Special Meeting
) of JPE was held on March 7, 2017 to consider and vote on proposals (i) to adopt and approve the Merger Agreement and the transactions contemplated thereby, (ii) to approve the adjournment of
the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt and approve the Merger Agreement and approve the transactions contemplated thereby at the time of the Special Meeting and
(iii) to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executives officers of the general partner of JPE in connection with the merger. The proposals are described in detail in the
proxy statement/prospectus filed with the SEC by JPE on February 1, 2017.
At the Special Meeting, holders of 12,182,815 JPE Common
Units and 17,501,773 JPE Subordinated Units were present or represented by proxy, constituting a quorum. A summary of the voting results for the proposals is set forth below:
Proposal 1: Adoption and Approval of the Merger Agreement
JPE unitholders adopted and approved the Merger Agreement and the transactions contemplated thereby. Approval of the proposal required the
affirmative vote of holders of at least a majority of the JP Energy common units, other than common units held by Affiliated Holders (the
Non-Affiliated Common Units
), and of holders of at least a majority of the JPE Subordinated
Units outstanding as of the record date for the Special Meeting, voting as separate classes. The following are the tabulated votes For and Against this proposal, as well as the number of Abstentions:
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FOR
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AGAINST
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ABSTENTIONS
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Non-Affiliated Common Units
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8,105,755
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98,367
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9,427
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Subordinated Units
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17,501,773
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Proposal 2: Adjournment of the Special Meeting
Because JPE unitholders adopted and approved the Merger Agreement, the vote on the proposal to approve the adjournment of the Special Meeting,
if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt and approve the Merger Agreement at the time of the Special Meeting was not called.
Proposal 3: Approval, on an Advisory (Non-Binding) Basis, of Compensation to the Named Executive Officers
JPE unitholders approved, on an advisory (non-binding) basis, the compensation that may be paid or become payable to the named executive
officers of the general partner of JPE in connection with the merger. Approval of the proposal required the affirmative vote of holders of at least a majority of the JPE Common Units outstanding as of the record date for the Special Meeting. The
following are the tabulated votes For and Against this proposal, as well as the number of Abstentions:
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FOR
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AGAINST
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ABSTENTIONS
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Common Units
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11,773,461
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265,684
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143,669
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Subordinated Units
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17,441,537
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42,362
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17,875
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