As filed with the Securities and Exchange Commission on March 6, 2015
Registration No. 333-202526
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Sanchez Production Partners LP
(Exact name of registrant as specified in its charter)
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Delaware |
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1311 |
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11-3742489 |
(State or other jurisdiction of
incorporation or organization) |
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(Primary Standard Industrial
Classification Code Number) |
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(I.R.S. Employer
Identification Number) |
1000 Main Street, Suite 3000
Houston, Texas 77002
(713) 783-8000
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
Stephen R. Brunner
President, Chief Executive Officer and Chief Operating Officer
Sanchez Production Partners GP LLC
1000 Main Street, Suite 3000
Houston, Texas 77002
(713) 783-8000
(Name,
address, including zip code, and telephone number, including area code of agent for service)
Copies to:
G. Michael OLeary
Scott L. Olson
Andrews
Kurth LLP
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4200
Approximate
date of commencement of proposed sale of the securities to the public: Not applicable.
If the securities being registered on this
form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following
box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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¨ (Do not check if a smaller reporting company) |
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Smaller reporting company |
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x |
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting
this transaction:
Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender
Offer) ¨
Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender
Offer) ¨
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-202526) (the Registration
Statement) is being filed pursuant to Rule 414 of the Securities Act of 1933, as amended (the Securities Act), by Sanchez Production Partners LP, a Delaware limited partnership (Sanchez LP), as the successor issuer to
Sanchez Production Partners LLC, a Delaware limited liability company (Sanchez LLC), following the statutory conversion of Sanchez LLC from a limited liability company to a limited partnership. Pursuant to the conversion, each common
unit of Sanchez LLC was converted into one common unit of Sanchez LP.
Sanchez LP expressly adopts the Registration Statement as its own
registration statement for all purposes under the Securities Act and the Securities Exchange Act of 1934, as amended (the Exchange Act). The securities registered under the Registration Statement may include newly issued securities,
securities held in treasury by Sanchez LP or securities held by Sanchez LPs subsidiaries.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 20. |
Indemnification of Directors and Officers |
Sanchez LP
Subject to any terms, conditions or restrictions set forth in the agreement of limited partnership of Sanchez LP, Section 17-108 of the
Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against any and all claims and demands whatsoever. Sanchez LP will generally indemnify
officers, directors and affiliates of its general partner to the fullest extent permitted by the law against all losses, claims, damages or similar events.
Sanchez Production Partners GP LLC
Subject to any terms, conditions or restrictions set forth in the limited liability company agreement of Sanchez Production Partners GP LLC,
Sanchez LPs general partner, Section 18-108 of the Delaware Limited Liability Company Act empowers a Delaware limited liability company to indemnify and hold harmless any member or manager or other person from and against any and all
claims and demands whatsoever.
Under the limited liability agreement of our general partner, in most circumstances, Sanchez LPs
general partner will indemnify the following persons, to the fullest extent permitted by law, from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including reasonable legal fees and expenses), judgments,
fines, penalties, interest, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative:
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any person who is or was an affiliate of Sanchez LPs general partner; |
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any person who is or was a member, director, officer, fiduciary or trustee of Sanchez LPs general partner; |
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any person who is or was an officer, member, partner, director, employee, agent or trustee of Sanchez LPs general partner or any affiliate of Sanchez LPs general partner, or any affiliate of any such person;
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any person who is or was serving at the request of Sanchez LPs general partner or any affiliate of Sanchez LPs general partner as a director, officer, employee, member, partner, agent, fiduciary or trustee
of another person (provided, that such person is not providing, on a fee-for-services basis, trustee, fiduciary or custodial services); and |
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any person designated by Sanchez LPs general partner. |
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Sanchez LPs general partner will purchase insurance covering its officers and directors
against liabilities asserted and expenses incurred in connection with their activities as officers and directors of Sanchez LPs general partner or any of its direct or indirect subsidiaries.
Insofar as indemnification for liabilities arising under the Securities may be permitted to directors, officers or persons controlling the
registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.
Item 21. |
Exhibits and Financial Statement Schedules |
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2.1 |
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Plan of Conversion (incorporated by reference to Annex A to Sanchez Production Partners LLCs Amendment No. 7 to Registration Statement on Form S-4 (File No. 333-198440) filed on January 26, 2015) |
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4.1 |
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Certificate of Conversion of Sanchez Production Partners LLC (incorporated by reference to Exhibit 4.1 to Sanchez Production Partners LPs Post-Effective Amendment No. 1 to Form S-4 (File No. 333-198440),
filed on March 6, 2015) |
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4.2 |
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Certificate of Limited Partnership of Sanchez Production Partners LP (incorporated by reference to Exhibit 4.2 to Sanchez Production Partners LPs Post-Effective Amendment No. 1 to Form S-4 (File
No. 333-198440), filed on March 6, 2015) |
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4.3 |
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Agreement of Limited Partnership of Sanchez Production Partners LP (incorporated by reference to Exhibit 4.3 to Sanchez Production Partners LPs Post-Effective Amendment No. 1 to Form S-4 (File
No. 333-198440), filed on March 6, 2015) |
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4.4 |
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Certificate of Formation of Sanchez Production Partners GP LLC (incorporated by reference to Exhibit 4.4 to Sanchez Production Partners LPs Post-Effective Amendment No. 1 to Form S-4 (File
No. 333-198440), filed on March 6, 2015) |
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4.5 |
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Limited Liability Company Agreement of Sanchez Production Partners GP LLC (incorporated by reference to Exhibit 4.5 to Sanchez Production Partners LPs Post-Effective Amendment No. 1 to Form S-4 (File
No. 333-198440), filed on March 6, 2015) |
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4.6 |
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Sanchez Production Partners LP Long-Term Incentive Plan (incorporated by reference to Exhibit 4.6 to Sanchez Production Partners LPs Post-Effective Amendment No. 1 to Form S-4 (File No. 333-198440), filed on
March 6, 2015) |
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5.1 |
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Opinion of Andrews Kurth LLP as to the legality of the securities (incorporated by reference to Exhibit 5.1 to Sanchez Production Partners LLCs Registration Statement on Form S-4 (File No. 333-202526), filed on
March 5, 2015) |
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8.1 |
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Tax Opinion of Andrews Kurth LLP (incorporated by reference to Exhibit 8.1 to Sanchez Production Partners LLCs Amendment No. 2 to Registration Statement on Form S-4 (File No. 333-198440), filed on
September 26, 2014) |
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23.1* |
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Consent of KPMG LLP |
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23.2* |
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Consent of Andrews Kurth LLP (included in opinion filed as Exhibit 5.1) |
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23.3* |
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Consent of Netherland, Sewell & Associates, Inc. |
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(1) |
The undersigned Registrant hereby undertakes to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) to include any prospectus required by
Section 10(a)(3) of the Securities Act of 1933, as amended (the Securities Act); (ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement (notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the Calculation of Registration Fee table in the effective
registration statement); and (iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
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(2) |
The undersigned Registrant hereby undertakes that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
(3) |
The undersigned Registrant hereby undertakes to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
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(4) |
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrants annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plans annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the registration statement will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the initial bona fide offering thereof.
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(5) |
The undersigned Registrant hereby undertakes as follows: that prior to any public reoffering of the securities registered hereunder through use of a proxy statement/prospectus which is a part of this registration
statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), the issuer undertakes that such reoffering proxy statement/prospectus will contain the information called for by the applicable registration form
with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other Items of the applicable form. |
(6) |
The Registrant undertakes that every prospectus (1) that is filed pursuant to the immediately preceding paragraph, or (2) that purports to meet the requirements of Section 10(a)(3) of the Securities Act
and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any
liability under the Securities Act of 1933, each such post-effective amendment will be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time will be deemed to be the
initial bona fide offering thereof. |
(7) |
The undersigned Registrant hereby undertakes to respond to requests for information that is incorporated by reference into the proxy statement/prospectus pursuant to Items 4, 10(b), 11 or 13 of this registration
statement on Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective
date of the registration statement through the date of responding to the request. |
(8) |
The undersigned Registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective. |
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(9) |
The undersigned registrant hereby undertakes to deliver or cause to be delivered with the prospectus, to each person to whom the prospectus is sent or given, the latest annual report to security holders that is
incorporated by reference in the prospectus and furnished pursuant to and meeting the requirements of Rule 14a-3 or Rule 14c-3 under the Securities Exchange Act of 1934; and, where interim financial information required to be presented by Article 3
of Regulation S-X are not set forth in the prospectus, to deliver, or cause to be delivered to each person to whom the prospectus is sent or given, the latest quarterly report that is specifically incorporated by reference in the prospectus to
provide such interim financial information. |
(10) |
The registrant undertakes to send to each limited partner at least on an annual basis a detailed statement of any transactions with the General Partner or its affiliates, and of fees, commissions, compensation and other
benefits paid, or accrued to the General Partner or its affiliates for the fiscal year completed, showing the amount paid or accrued to each recipient and the services performed. |
(11) |
The registrant undertakes to provide to the limited partners the financial statements required by Form 10-K for the first full fiscal year of operations of the partnership. |
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Registration Statement to be signed on its behalf by
the undersigned, thereunto duly authorized, in Houston, Texas, on the 6th day of March, 2015.
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SANCHEZ PRODUCTION PARTNERS LP |
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By: |
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Sanchez Production Partners GP LLC, |
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its general partner |
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By: |
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/s/ Stephen R. Brunner |
Name: |
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Stephen R. Brunner |
Title: |
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President, Chief Executive Officer and Chief Operating Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has
been signed by the following persons in the capacities and the dates indicated.
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Signature |
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Title |
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Date |
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/s/ Stephen R. Brunner
Stephen R. Brunner |
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President, Chief Executive Officer and
Chief Operating Officer
(Principal Executive Officer) |
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March 6, 2015 |
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/s/ Charles C. Ward
Charles C. Ward |
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Chief Financial Officer, Treasurer and
Secretary (Principal Financial
Officer and Principal Accounting Officer) |
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March 6, 2015 |
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/s/ Alan S. Bigman
Alan S. Bigman |
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Director |
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March 6, 2015 |
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/s/ Richard S. Langdon
Richard S. Langdon |
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Director |
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March 6, 2015 |
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/s/ G. M. Byrd Larberg
G. M. Byrd Larberg |
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Director |
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March 6, 2015 |
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/s/ Antonio R. Sanchez, III
Antonio R. Sanchez, III |
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Director |
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March 6, 2015 |
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/s/ Gerald P. Willinger
Gerald P. Willinger |
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Director |
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March 6, 2015 |
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EXHIBIT INDEX
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2.1 |
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Plan of Conversion (incorporated by reference to Annex A to Sanchez Production Partners LLCs Amendment No. 7 to Registration Statement on Form S-4 (File No. 333-198440) filed on January 26, 2015) |
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4.1 |
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Certificate of Conversion of Sanchez Production Partners LLC (incorporated by reference to Exhibit 4.1 to Sanchez Production Partners LPs Post-Effective Amendment No. 1 to Form S-4 (File No. 333-198440),
filed on March 6, 2015) |
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4.2 |
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Certificate of Limited Partnership of Sanchez Production Partners LP (incorporated by reference to Exhibit 4.2 to Sanchez Production Partners LPs Post-Effective Amendment No. 1 to Form S-4 (File
No. 333-198440), filed on March 6, 2015) |
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4.3 |
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Agreement of Limited Partnership of Sanchez Production Partners LP (incorporated by reference to Exhibit 4.3 to Sanchez Production Partners LPs Post-Effective Amendment No. 1 to Form S-4 (File No. 333-198440),
filed on March 6, 2015) |
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4.4 |
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Certificate of Formation of Sanchez Production Partners GP LLC (incorporated by reference to Exhibit 4.4 to Sanchez Production Partners LPs Post-Effective Amendment No. 1 to Form S-4 (File No. 333-198440),
filed on March 6, 2015) |
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4.5 |
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Limited Liability Company Agreement of Sanchez Production Partners GP LLC (incorporated by reference to Exhibit 4.5 to Sanchez Production Partners LPs Post-Effective Amendment No. 1 to Form S-4 (File
No. 333-198440), filed on March 6, 2015) |
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4.6 |
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Sanchez Production Partners LP Long-Term Incentive Plan (incorporated by reference to Exhibit 4.6 to Sanchez Production Partners LPs Post-Effective Amendment No. 1 to Form S-4 (File No. 333-198440), filed
on March 6, 2015) |
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5.1 |
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Opinion of Andrews Kurth LLP as to the legality of the securities (incorporated by reference to Exhibit 5.1 to Sanchez Production Partners LLCs Registration Statement on Form S-4 (File No. 333-202526), filed on
March 5, 2015) |
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8.1 |
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Tax Opinion of Andrews Kurth LLP (incorporated by reference to Exhibit 8.1 to Sanchez Production Partners LLCs Amendment No. 2 to Registration Statement on Form S-4 (File No. 333-198440), filed on
September 26, 2014) |
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23.1* |
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Consent of KPMG LLP |
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23.2* |
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Consent of Andrews Kurth LLP (included in opinion filed as Exhibit 5.1) |
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23.3* |
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Consent of Netherland, Sewell & Associates, Inc. |
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Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Unitholders of Sanchez Production Partners LP and Board of Directors of Sanchez Production Partners GP LLC:
We consent to the use of our report dated March 5, 2015, with respect to the consolidated balance sheet of Sanchez Production Partners LLC (formerly
Constellation Energy Partners LLC) as of December 31, 2014 and 2013, and the related consolidated statements of operations, changes in members equity, and cash flows for the years then ended incorporated herein by reference and to the
reference to our firm under the heading Experts in the prospectus.
/s/ KPMG LLP
Houston, Texas
March 6, 2015
Exhibit 23.3
CONSENT OF INDEPENDENT PETROLEUM ENGINEERS AND GEOLOGISTS
As independent petroleum engineers, we hereby consent to the incorporation by reference of our report dated February 3, 2015, included as
part of the consolidated financial statements of Sanchez Production Partners LLC as of December 31, 2014, which are incorporated by reference into the Post-Effective Amendment No. 1 to Registration Statement on Form S-4 (File No.
333-202526) of Sanchez Production Partners LP.
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NETHERLAND, SEWELL & ASSOCIATES, INC. |
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By: |
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/s/ Danny D. Simmons |
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Danny D. Simmons |
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President and Chief Operating Officer |
Houston, Texas
March 6, 2015
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