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Home My WebLink About20240038.tiffChloe White From: Sent: To: Cc: Subject: Attachments: Kim Ogle Tuesday, December 19, 2023 5:37 PM Esther Gesick; CTB Chris Gathman; Kim Ogle FW: Notice of Williams Field Services Group, LLC, a Subsidiary of The Williams Companies, Inc. Acquisition of Cureton Front Range LLC 23 -12 -19 -Williams CFR Gilcrest Notification Letter_WELD COUNTY_FINAL SIGNED with ENCs.pdf; 2024 -Williams Front Range LLC_Operator Registration Form_SIGNED.pdf; 2024 -Williams Gilcrest LLC_Operator Registration Form_SIGNED.pdf Williams Subsidiaries has acquired Cureton Front Range and Cureton Holdings. There are multiple land use cases that have been approved by the Board of County Commissioners for each entity. Want help on tracking down the case, please let us know. Thank you Kim Kim Ogle Principal Planner Weld County Planning Services 1402 N. 17'^ Avenue I Greeley 970.400.6100 Office 970.400.3549 Direct kogle@weld.gov Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From: Jody Glennon <jglennon@olsson.com> Sent: Tuesday, December 19, 2023 5:33 PM To: Kim Ogle <kogle@weld.gov>; Jason Maxey <jmaxey@weld.gov> Cc: Jennifer Teeters <jteeters@weld.gov>; Corey Ward <corey.ward@curetonmidstream.com>; Stoll, Kristy <Kristy.Stoll@williams.com> Subject: Notice of Williams Field Services Group, LLC, a Subsidiary of The Williams Companies, Inc. Acquisition of Cureton Front Range LLC Caution: This email originated from outside of Weld County Government. Do not click links or open attachments unless you recognize the sender and know the content is safe. Good afternoon, Principal Planner Ogle and Director Maxey - As requested by Jennifer Teeters and as committed, attached is a letter providing Weld County Notice of Williams Field Services Group, LLC, a subsidiary of The Williams Companies, Inc., acquisition of Cureton Front Range LLC. Included in the letter PDF are the following enclosures: Qoaci - 0038' PLo5Co3 Pt_aa8-1 C�mmOn;co.t:onS PL -O,155 ('L act t Oh/iota,' PL_ac.y5 PL.a59 P L a5Co "7 PL aCoCoCo • Assignment Agreement dated November 30, 2023 • State of Delaware, Certificate of Amendment, Cureton Front Range LLC/Williams Front Range, LLC • State of Delaware, Certificate of Amendment, Cureton Gilcrest, LLC/Williams Gilcrest, LLC Colorado Secretary of State, Statement of Change Changing the True Name, Cureton Front Range LLC/Williams Front Range, LLC Colorado Secretary of State, Statement of Change Changing the True Name, Cureton Gilcrest, LLC/Williams Gilcrest, LLC Under separate e-mail cover earlier today, I also filed attached Operator Registration forms for Williams Front Range, LLC and Williams Gilcrest, LLC with Ms. Teeters. Should the County have any questions about these materials, please reach out to me, or Ms. Kristy Stoll (Williams) and Mr. Corey Ward (Cureton)—their complete contact information is provided in the attached letter. Thank you. As always, we appreciate your time. Jody Jody Glennon Technical Leader / Environmental Planning & Permitting D 303.374.3172 C 720.219.7767 1525 Raleigh Street, Suite 400 Denver, CO 80204 O 303.237.2072 4 Follow Us: Facebook / lvstagram / Linkvdln / YouTube View Legal Disclaimer 2 is s Will . WE MAKE CLEAN ENERGY HAPPEN. 4980 State Highway 374, Green River, WY 82935 Office: 307-872-2816 December 15, 2023 Kim Ogle, Principal Planner / Jason Maxey, Director Department of Planning / Oil and Gas Energy Department Weld County 1402 North 17th Avenue Greeley, CO 80632 Phone: 970-400-6100 Email: kotle@weldgov.com andjmaxev@weldRov.com E-mail Submittal Subject: Williams Field Services Group, LLC, a Subsidiary of The Williams Companies, Inc. Acquisition of Cureton Front Range LLC Dear Principal Planner Ogle and Director Maxey: This letter is being remitted to notify Weld County that Williams Field Services Group, LLC ("Buyer"), a subsidiary of The Williams Companies, Inc. ("Williams"), acquired Cureton Front Range LLC (the "Company") (including Cureton Gilcrest, LLC and Fossett Columbine, LLC -- each a wholly owned subsidiary of the Company) from Cureton Intermediate Holdco, LLC ("Seller") on November 30, 2023. A copy of the Assignment Agreement dated November 30, 2023 transferring 100% the membership interests in the Company from Seller to Buyer is enclosed. On December 5, 2023, Buyer filed the enclosed Certificates of Amendment with the State of Delaware to change the names for the Company and Cureton Gilcrest, LLC as follows: • From Cureton Front Range LLC To Williams Front Range, LLC • From Cureton Gilcrest, LLC To Williams Gilcrest, LLC Should you have any questions regarding this transaction, the respective company points of contact are as follows: Williams Field Services Group, LLC/Buyer Kristy L. Stoll Attorney -in -Fact The Williams Companies, Inc. 4980 State Highway 374 Green River, WY 82935 Office: 307-872-2816 Mobile: 307-707-3314 Email: kristy.stoll@williams.com Cureton Intermediate Holdco, LLC/Seller Corey Ward Director of Legal and Land Cureton Midstream, LLC 51817th Street, Suite 1405 Denver, CO 80202 Office: 720-390-4509 Mobile: 720-227-1946 Email: corev.ward@curetonmidstream.com As requested, I am acknowledging by means of this letter that the Company will file under the new entity name of Williams Front Range, LLC (versus the former entity name of Cureton Front Range LLC) for future permits, such as Weld County Location Assessment for Pipelines (LAP) and associated permits and agreements (should those be approved), including the Phase 4, Phase 5, and Daffy Pad (previously referred to as the BMV to Daffy Pad) LAP projects that Olsson, on behalf of the Company, previously met with the County about (and remitted Pre -Application Meeting/Notice materials for to the Weld County Oil and Gas Energy Department). Should Weld County have any questions, please contact me. I can be reached at 307.707.3314 or kristy.stoll@williams.com. Williams appreciates the County's coordination with our project teams. Thank you. Sincerely, Kristy o11, Attorney -in -Fact cc: Jennifer Teeters, Weld County OGED Corey Ward, Cureton Midstream, LLC Jody Glennon, Olsson encs: Assignment Agreement dated November 30, 2023 State of Delaware, Certificate of Amendment, Cureton Front Range LLC/Williams Front Range, LLC State of Delaware, Certificate of Amendment, Cureton Gilcrest, LLC/Williams Gilcrest, LLC Colorado Secretary of State, Statement of Change Changing the True Name, Cureton Front Range LLC/Williams Front Range, LLC Colorado Secretary of State, Statement of Change Changing the True Name, Cureton Gilcrest, LLC/Williams Gilcrest, LLC Execution Version Assignment Agreement This ASSIGNMENT AGREEMENT (this "Agreement"), dated as of November 30, 2023, is made and entered into by and between Cureton Intermediate Holdco, LLC, a Delaware limited liability company ("Assignor"), and Williams Field Services Group, LLC, a Delaware limited liability company ("Assignee"). Each of Assignor and Assignee is referred to in this Agreement individually as a "Party", and Assignor and Assignee are referred to in this Agreement collectively as the "Parties". Capitalized terms used in this Agreement but not otherwise defined in this Agreement shall have the respective meanings given to such terms in the Membership Interest Purchase Agreement, dated as of October 25, 2023, by and between Assignor and Assignee (together with all exhibits and schedules attached to the Membership Interest Purchase Agreement, the "Purchase Agreement"). RECITALS WHEREAS, pursuant to the Purchase Agreement, Assignee agreed to purchase from Assignor, and Assignor agreed to sell to Assignee, all of the Equity Interests (the "Interests") of Cureton Front Range LLC, a Delaware limited liability company (the "Company"), subject to and in accordance with the terms and conditions of the Purchase Agreement; and WHEREAS, in order to effectuate the sale, conveyance, transfer, assignment and delivery of the Interests to Assignee, Assignor and Assignee are executing and delivering this Agreement as of the Closing. AGREEMENT NOW, THEREFORE, in consideration of the promises, agreements and covenants contained in the Purchase Agreement and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows: 1. Assignment. Assignor irrevocably sells, assigns, transfers, conveys and delivers to Assignee, its successors and assigns, and Assignee purchases, accepts and assumes from Assignee, the Interests, free and clear of all Liens (other than Liens arising under applicable securities Laws or created by or on behalf of the Assignee or any of its Affiliates), in each case, subject to and in accordance with the terms and conditions of the Purchase Agreement. 2. Substitution as Member. From and after the Closing, Assignee shall be substituted for Assignor as sole member of the Company with respect to the Interests, and Assignor shall be withdrawn from the Company as a member and cease to have or exercise any right or power as a member of the Company. 3. General Provisions. (a) Assignment. Subject to Section 9.1 (Assignment) of the Purchase Agreement, this Agreement shall be binding upon, inure to the benefit of, and be enforceable by, the Parties and their respective successors and permitted assigns. Any purported assignment not permitted under this Section 3(a) shall be null and void. (b) Conflict. This Agreement is delivered pursuant to, and is made subject to, the terms and conditions of the Purchase Agreement. Notwithstanding anything to the contrary contained in this Agreement, nothing in this Agreement shall in any way limit or expand any rights or remedies of any party to the Purchase Agreement under the Purchase Agreement or any of the representations, warranties, covenants or agreements made in the Purchase Agreement. In the event of a conflict or inconsistency between the terms of this Agreement and the terms of the Purchase Agreement, the terms of the Purchase Agreement shall control to the extent of such conflict. (c) Governing Law and Dispute Resolution. This Agreement and the performance of the transactions and obligations of the Parties under this Agreement will be governed by and shall be construed and enforced in accordance with the Law of the State of Delaware, without regard to the conflicts of law principles of such state. The provisions of Section 9.6(b) through (c) of the Purchase Agreement (Consent to Jurisdiction; Waiver of Jury Trial) are incorporated into this Agreement by reference, mutatis mutandis. (d) Severability. If any term or other provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal or incapable of being enforced by any rule of law or public policy, all other terms, provisions and conditions of this Agreement shall nevertheless remain in full force and effect. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible to the fullest extent permitted by applicable law in an acceptable manner to the end that the transactions contemplated by this Agreement are fulfilled to the extent possible. (e) Amendment. This Agreement may be amended, superseded or canceled only by a written instrument duly executed by each Party, specifically stating that it amends, supersedes or cancels this Agreement. Any of the terms of this Agreement may be waived only in writing by that Party specifically stating that it waives a term or condition of this Agreement. No waiver by a Party of any one or more conditions or defaults by the other in performance of any of the provisions of this Agreement shall operate or be construed as a waiver of any future conditions or defaults, whether of a like or different character, nor shall the waiver constitute a continuing waiver unless otherwise expressly provided in writing. (f) Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall together constitute one and the same instrument. This Agreement may be executed and delivered by email in portable document format (.pdf), and delivery of the executed signature page by such method will be deemed to have the same effect as if the original signature had been delivered to the other Parties. [Signature pages follow.] DocuSign Envelope ID: 2269DFFB-1524-4C06-A592-2920C16F86A5 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above. ASSIGNOR: CURETON INTERMEDIATE HOLDCO, LLC By: [DoeuSigned by: � lT t= 4 BO EC7G9AEA... Name: Cares T. Beecherl Title: President and Chief Executive Officer [Signature Page to Assignment Agreement] DocuSign Envelope ID: 8821050E-5207-4722-B8F7-D14C34C6ED55 ASSIGNEE: WILLIAMS FIELD SERVICES GROUP, LLC DoauSipned by: DD0CC7D444A84DC... Name: Chad Zamarin Title: Executive Vice President Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF 'CURETON FRONT RANGE LLC", CHANGING ITS NAME FROM "CURETON FRONT RANGE LLC" TO 'WILLIAMS FRONT RANGE, LLC", FILED IN THIS OFFICE ON THE FIFTH DAY OF DECEMBER, A.D. 2023, AT 2:11 O'CLOCK P.M. 6478787 8100 SR# 20234137699 You may verify this certificate online at corp.delaware.gov/authver.shtml Page 1 Authentication: 204753511 Date: 12-07-23 STATE OF DELAWARE CERTIFICATE OF AMENDMENT 1. Name of Limited Liability Company: Cureton Front Range LLC 2. The Certificate of Formation of the limited liability company is hereby amended as follows: 1. The name of the company is Williams Front Range, LLC IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 30th day of November , AD. 2023 By: ,t, L (.-{ I Authorized Person(s) Name: Cheryl L. Mahon Print or Type State of Delaware Secretary of State Division of Corporations Delivered O:11 PM12/05/2023 FILED 02:11 PM 12/05/2023 1 SR 20234137699 - File Number 6478787 Delaware The First State Page 1 I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF "CURETON GILCREST, LLC", CHANGING ITS NAME FROM "CURETON GILCREST, LLC" TO "WILLIAMS GILCREST, LLC", FILED IN THIS OFFICE ON THE FIFTH DAY OF DECEMBER, A.D. 2023, AT 2:15 O'CLOCK P.M. 6460473 8100 SR# 20234137702 You may verify this certificate online at corp.delaware.gov/authver.shtml Authentication: 204739675 Date: 12-06-23 STATE OF DELAWARE CERTIFICATE OF AMENDMENT 1. Name of Limited Liability Company: Cureton Gilcrest, LLC 2, The Certificate of Formation of the limited liability company is hereby amended as follows: 1. The name of the company is Williams Gilcrest, LLC IN WITNESS WHEREOF, the undersigned have executed this Certificate on the 30th day of November , A.D. 2023 B L !!/1" -- Authorized Person(s) Name: Cheryl L. Mahon Print or Type State of Delaware Secretary of State Division of Corporations Delivered 02:15 PM 12/05/2023 FILED 02:15 PM 12/05/2023 SR 20234137702 - File Number 6460473 -Filed Document must be filed electronically. Paper documents are not accepted. Fees & forms are subject to change. For more information or to print copies of filed documents, visit www.coloradosos.gov. Colorado Secretary of State Date and Time: 12/13/2023 01:58 PM ID Number: 20171539368 Document number: 20238292870 Amount Paid: $10.00 ABOVE SPACE FOR OFFICE USE ONLY Statement of Change Changing the True Name filed pursuant to §7-90-305.5, and if applicable, §7-90-804 of the Colorado Revised Statutes (C.R.S.) 1. For the entity, its ID number and assumed entity name are ID number 20171539368 (Colorado Secretary of Stare ID number) Assumed entity name 2. The true name is Cureton Front Range LLC 3. The document number of the filed document being changed is 20171539368 4. The true name has changed. 5. The true name, as changed, is Williams Front Range, LLC 6. The assumed entity name (if applicable) is 7.❑This document contains additional information as provided by law. 8. (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date) (If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.) The delayed effective date and, if applicable, time of this document is/are (mm/ddyyyy hour: minute am/pm) Notice: Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the CHANGE_TRUE Page 1 of 2 Rev. 9/08/2017 individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered. 9. The true name and mailing address of the individual causing the document Mahon to be delivered for filing are (La.) Cheryl L. (I,rst) One Williams Center (Middle) (Suffix) (Street name and number or Yost Office Box information) Tulsa OK 74172 (City) Uflii`d States(PostaU'ipCode) (Province - if applicable) (Country - if not US) (/f the following statement applies, adopt the statement by marking the box and include an attachment.) ❑This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing. Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user's legal, business or tax advisor(s). CHANGE_TRUE Page 2 of 2 Rev. 9/08/2017 -Fr1 e d Document must be filed electronically. Paper documents are not accepted. Fees & forms are subject to change. For more information or to print copies of filed documents, visit www.coloradosos.gov. Colorado Secretary of State Date and Time: 12/13/2023 02:01 PM ID Number: 20221019765 Document number: 20238292883 Amount Paid: $10.00 ABOVE SPACE FOR OFFICE USE ONLY Statement of Change Changing the True Name filed pursuant to §7-90-305.5, and if applicable, §7-90-804 of the Colorado Revised Statutes (C.R.S.) 1. For the entity, its ID number and assumed entity name are ID number 20221019765 (Colorado Secretary of State !D number) Assumed entity name 2. The true name is Cureton Gilcrest, LLC 3. The document number of the filed document being changed is 20221019765 4. The true name has changed. 5. The true name, as changed, is Williams Gilcrest, LLC 6. The assumed entity name (if applicable) is 7.❑This document contains additional information as provided by law. 8. (Caution: Leave blank if the document does not have a delayed effective date. Stating a delayed effective date has significant legal consequences. Read instructions before entering a date) (If the following statement applies, adopt the statement by entering a date and, if applicable, time using the required format.) The delayed effective date and, if applicable, time of this document is/are (mm/dd'yyyy hour: minute am/pm) Notice: Causing this document to be delivered to the secretary of state for filing shall constitute the affirmation or acknowledgment of each individual causing such delivery, under penalties of perjury, that the document is the individual's act and deed, or that the individual in good faith believes the document is the act and deed of the person on whose behalf the individual is causing the document to be delivered for filing, taken in conformity with the requirements of part 3 of article 90 of title 7, C.R.S., the constituent documents, and the organic statutes, and that the CHANGE_TRUE Page 1 of 2 Rev. 9/08/2017 individual in good faith believes the facts stated in the document are true and the document complies with the requirements of that Part, the constituent documents, and the organic statutes. This perjury notice applies to each individual who causes this document to be delivered to the secretary of state, whether or not such individual is named in the document as one who has caused it to be delivered. 9. The true name and mailing address of the individual causing the document Mahon Cheryl L. to be delivered for filing are (Last) One Williams Center (Middle) (Suffix) (Street name and number or Post Office Box information) Tulsa OK 74172 (OW U(llt6'd States(Pos`al 'p Code) (Province - if applicable) (Country - if not US) (If the following statement applies, adopt the statement by marking the box and include an attachment.) ❑This document contains the true name and mailing address of one or more additional individuals causing the document to be delivered for filing. Disclaimer: This form/cover sheet, and any related instructions, are not intended to provide legal, business or tax advice, and are furnished without representation or warranty. While this form/cover sheet is believed to satisfy minimum legal requirements as of its revision date, compliance with applicable law, as the same may be amended from time to time, remains the responsibility of the user of this form/cover sheet. Questions should be addressed to the user's legal, business or tax advisor(s). CH.1GE_TRUE Page 2 of 2 Rev. 9/08/2017 Primary Mailing Address ❑ New ✓❑ Change / Update Information Weld County Oil & Gas Energy Department Operator Registration Form Regional/Field Office (if Applicable) ❑ New ❑ Change / Update Information Legal Name of Company: Williams Front Range, LLC COGCC Operator Number: 10708 Primary Mailing Address Address: 4980 State Highway 374 Operations ❑ Upstream ❑✓ Midstream City Green River Primary Contact Name: Kristy L. Stoll Office Phone: 307-872-2816 Email: kristy.stoll@williams.com State WY Regional/Field Office (if Applicable) Address: NA city NA 482395 Primary Contact Phone:307-707-3314 Emergency Phone: 720-926-2914 state NA Zip NA Primary Contact Name: NA Primary Contact Phone: NA Office Phone: NA Emergency Phone: NA Email: NA Pursuant to Chapter 21, Article V and VI of the Weld County Code, companies conducting Oil and Gas Operations within Weld County, Colorado shall have a valid Operator Registration form on file with the Oil and Gas Energy Department. The applicant understands this registration grants the authority to conduct Oil and Gas Operations within Weld County. I hereby agree to be bound by the conditions set forth in Chapter 21, Article V and VI of the Weld County Code. Kristy L. Stoll Attorney -in -Fact Title RIO zoZ3 Date Weld County Oil & Gas Energy Department Operator Registration Form Primary Mailing Address Regional/Field Office (if Applicable) ❑ New ❑ New ✓❑ Change / Update Information ❑ Change / Update Information Legal Name of Company: Williams Gilcrest, LLC COGCC Operator Number: 10781 Primary Mailing Address Address: 4980 State Highway 374 Operations ❑ Upstream ❑✓ Midstream city Green River State WY Zip 82395 Primary Contact Name: Kristy L. Stoll Primary Contact Phone: 307-707-3314 Office Phone: 307-872-2816 Emergency Phone: 720-926-2914 Email: kristy.stoll@williams.com Regional/Field Office (if Applicable) Address: N/A city N/A State N/A Primary Contact Name: N/A Primary Contact Phone: N/A Office Phone: N/A Emergency Phone: N/A Email: N/A zip N/A Pursuant to Chapter 21, Article V and VI of the Weld County Code, companies conducting Oil and Gas Operations within Weld County, Colorado shall have a valid Operator Registration form on file with the Oil and Gas Energy Department. The applicant understands this registration grants the authority to conduct Oil and Gas Operations within Weld County. I hereby agree to be bound by the conditions set forth in Chapter 21, Article V and VI of the Weld County Code. Kristy L. Stoll Pri ted Name Signature Attorney -in -Fact Title J zJJ /Zoz3 Date Hello