Equity |
4 Months Ended | 9 Months Ended | |||||||||
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Sep. 30, 2021 |
Sep. 30, 2021 |
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3.Stockholders’ Equity As of September 30, 2021, Aris had an authorized share capital of 1,000 common shares with a $0.01 par value. On May 26, 2021, all 1,000 shares were issued and acquired by an affiliate for consideration of a $10.00 note receivable from that affiliate. Each share has one voting right. On October 16, 2021, Aris’ certificate of incorporation was amended and restated under which Aris is authorized to issue up to 830,000,000 shares of stock, classified as follows:
The Class A common stock and Class B common stock each provide holders with one vote on all matters submitted to a vote of stockholders. |
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| Solaris Midstream Holdings, LLC and Subsidiaries | |||||||||||
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10.Equity The Company’s operations are governed by the provisions of a limited liability company agreement (the “LLC Agreement”). The LLC Agreement sets forth the rights and obligations of each class of membership interest. The Company currently has four classes of membership units outstanding – Class A, B, C, and D. Allocations of net income and loss are made to the members based on a hypothetical liquidation. The Class C units receive a share of distributions that would otherwise be payable to the Class A unitholders after the Class A unitholders achieve certain target returns on their invested capital (the “Class C Unit Waterfall”). Class B and Class D units are not burdened by the Class C Unit Waterfall. In connection with the issuance of Class C units by the Company to Solaris Midstream Investment, LLC (“Solaris Investment”), Solaris Investment issued a corresponding number of Class C units (“Solaris Investment Profits Units”) to the members of Solaris Investment as specified in the limited liability company agreement of Solaris Investment. Each such member of Solaris Investment then entered into a grant agreement (“Grant Agreement”), as set forth in the LLC Agreement, with the Company and Solaris Investment. The Solaris Investment Profits Units are subject to various vesting requirements as specified in the Grant Agreement. The value assigned to the units as of their respective dates of grant was de minimis. See Note 13-Subsequent Events— Amended and Restated LLC Agreement |