| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SNMP | Common Units | Award | +27.4M | +20.27% | 163M | Nov 22, 2022 | Direct | F1, F4, F5 | ||
| holding | SNMP | Common Units | 4.51M | Nov 22, 2022 | See Footnotes | F2, F4, F5 | |||||
| holding | SNMP | Common Units | 9M | Nov 22, 2022 | See Footnotes | F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | Upon filing of the Schedule 13E-3 by the Issuer and the Reporting Persons on November 22, 2022, there were no further conditions to the payment of the third quarter 2022 distribution of the Class C Preferred Units in the form of Common Units, pursuant to which Stonepeak Catarina Holdings LLC ("Stonepeak Catarina") will acquire 27,442,638 Common Units. The Reporting Persons expect the Issuer to issue the Common Units in the Q3 2022 Distribution to Stonepeak Catarina promptly after the passage of 30 days from the filing of the Schedule 13E-3. |
| F2 | These Common Units are owned directly by SP Common Equity Subsidiary LLC ("SPCE Sub"). Stonepeak Catarina is the sole member of SPCE Sub. |
| F3 | These Common Units are owned directly by SP Preferred Equity Subsidiary LLC ("SPPE Sub"). Stonepeak Catarina is the sole member of SPPE Sub. |
| F4 | Stonepeak Texas Midstream Holdco LLC is the managing member of Stonepeak Catarina. Stonepeak Catarina Upper Holdings LLC is the majority owner member of Stonepeak Texas Midstream Holdco LLC. Stonepeak Infrastructure Fund (Orion AIV) LP is the managing member of Stonepeak Catarina Upper Holdings LLC. Stonepeak Associates LLC is the managing member of Stonepeak Texas Midstream Holdco LLC and the general partner of Stonepeak Infrastructure Fund (Orion AIV) LP. Stonepeak GP Holdings LP is the sole member of Stonepeak Associates LLC. Stonepeak GP Investors LLC is the general partner of Stonepeak GP Holdings LP. Stonepeak GP Investors Manager LLC is the managing member of Stonepeak GP Investors LLC. Mr. Dorrell serves as the sole controlling managing member of Stonepeak GP Investors Manager LLC. |
| F5 | Each Reporting Person disclaims beneficial ownership of the Common Units 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 the Common Units for purposes of Section 16 of the Exchange Act, or for any other purpose. |
Exhibit 99.1: Additional Signatures. Solely for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed to be a director-by-deputization by virtue of Stonepeak Catarina's contractual right to, based on its current ownership, designate two persons to serve on the board of directors of the General Partner of the Issuer (the "Board"). David Kinder and Michael Heim serve as Stonepeak Catarina's designated directors on the Board. In addition, Michael Bricker and John Steen also serve as members of the Board.