SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934
Sanchez Midstream Partners LP
(Name of Issuer)
Stonepeak Catarina Holdings, LLC
SP Common Equity Subsidiary LLC
Stonepeak Texas Midstream Holdco LLC
Stonepeak Catarina Upper Holdings LLC
Stonepeak Infrastructure Fund (Orion
AIV) LP
Stonepeak Associates LLC
Stonepeak GP Holdings LP
Stonepeak GP Investors LLC
Stonepeak GP Investors Manager LLC
Michael Dorrell
Trent Vichie
Sanchez Midstream Partners LP
Sanchez Midstream Partners GP LLC
(Name of Person Filing Statement)
Common Units Representing Limited Partner
Interests
(Title of Class of Securities)
79971C201
(CUSIP Numbers of Class of Securities)
Adrienne Saunders
General Counsel
c/o Stonepeak Infrastructure Partners
55 Hudson Yards
550 W. 34th St., 48th Floor
New York, NY 10001
(212) 907-5100
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Charles C. Ward
Chief Financial Officer
Sanchez Midstream Partners GP LLC
1360 Post Oak Blvd., Suite 2400
Houston, Texas 77056
(713) 783-8000
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on Behalf of the Filing Person)
Copies to:
George J. Vlahakos
Sidley Austin LLP
1000 Louisiana Street, Suite 5900
Houston, Texas 77002
(713) 495-4522
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Philip M. Haines
Hunton Andrews Kurth LLP
600 Travis, Street 4200
Houston, Texas 77002
(713) 220-4200
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This statement
is filed in connection with (check the appropriate box):
a.
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¨
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The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under
the Securities Exchange Act of 1934.
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b.
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¨
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The filing of a registration statement under the Securities Act of 1933.
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c.
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¨
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A tender offer.
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d.
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x
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None of the above.
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Check
the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies:
¨
Check
the following box if the filing is a final amendment reporting the results of the transaction: ¨
Calculation of Filing Fee
Transaction value*
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Amount of filing fee**
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$9,244,293.00
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$1,008.55
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*
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Estimated for purposes of calculating the amount of the filing fee only. The amount assumes
the purchase of all outstanding common units representing limited partner interests (the “Common Units”) of
Sanchez Midstream Partners LP (“SNMP”) not owned by Stonepeak Catarina Holdings, LLC (“Stonepeak”)
and its affiliates at a purchase price of $0.62 per Common Unit, net to the seller in cash, which is equal to the price which
would be paid if Stonepeak caused the exercise of the limited call right described in this Transaction Statement on Schedule
13E-3, including the exhibits attached hereto. On December 8, 2020, 19,953,880 Common Units were outstanding of which
5,043,730 are owned by Stonepeak and its affiliates. Accordingly, this calculation assumes the purchase of 14,910,150 Common
Units, the maximum number of Common Units that may be acquired in the transactions.
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**
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The amount of the filing fee is calculated in accordance with Rule 0-11 of the Securities
Exchange Act of 1934, as amended, and Fee Rate Advisory #1 for Fiscal Year 2021 issued by the Securities and Exchange Commission,
equals $109.10 per million dollars of the transaction value.
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¨
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Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which
the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule
and the date of its filing.
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Amount Previously Paid: n/a
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Filing Party: n/a
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Form or Registration No.: n/a
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Date Filed: n/a
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Introduction
This Transaction Statement
on Schedule 13E-3 (as amended from time to time, this “Transaction Statement”), together with the exhibits hereto,
is being jointly filed with the United States Securities and Exchange Commission (the “SEC”) pursuant to Section 13(e) of
the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by (i) Stonepeak Catarina Holdings,
LLC, a Delaware limited liability company (“Stonepeak Catarina” and, together with its subsidiaries, other than
SNMP (as defined herein) “Stonepeak”), SP Common Equity Subsidiary LLC, a Delaware limited
liability company, Stonepeak Texas Midstream Holdco LLC, a Delaware limited liability company, Stonepeak Catarina Upper Holdings
LLC, a Delaware limited liability company, Stonepeak Infrastructure Fund (Orion AIV) LP, a Delaware limited partnership, Stonepeak
Associates LLC, a Delaware limited liability company, Stonepeak GP Holdings LP, a Delaware limited partnership, Stonepeak GP Investors
LLC, a Delaware limited liability company, Stonepeak GP Investors Manager LLC, a Delaware limited liability company, Michael Dorrell,
a citizen of the United States of America, and Trent Vichie, a citizen of the United States of America, (ii) Sanchez Midstream
Partners GP LLC, a Delaware limited liability company and the general partner of SNMP (the “General Partner”),
and (iii) Sanchez Midstream Partners LP, a Delaware limited partnership (“SNMP”).
This Transaction Statement
relates to the execution of a letter agreement, dated November 16, 2020 (the “Common Unit PIK Distribution Agreement”),
pursuant to which Stonepeak Catarina, SNMP and the General Partner agreed that future quarterly distributions on the Class C
Preferred Units representing limited partner interests in SNMP (“Class C Preferred Units”) are payable,
at Stonepeak Catarina’s election, in common units representing limited partner interests in SNMP (“Common Units”)
(any such quarterly distribution that is paid in Common Units, a “Common Unit PIK Distribution”) in lieu of
a quarterly distribution paid in kind with additional Class C Preferred Units (such additional units, “Class C
Preferred PIK Units”). Stonepeak Catarina agreed to receive the quarterly distribution on its Class C Preferred
Units with respect to the third quarter of 2020 (the “Third Quarter Common Unit PIK Distribution”) in Common
Units, subject to certain conditions.
As of December 8,
2020, there were 19,953,880 outstanding Common Units, and Stonepeak owned (i) 5,043,730 Common Units, representing approximately
25.3% of the outstanding Common Units, (ii) all of the issued and outstanding Class C Preferred Units, (iii) a warrant
(the “Warrant”) that entitles Stonepeak Catarina to receive junior securities of SNMP (including Common Units)
representing 10% of all junior securities deemed outstanding when exercised, (iv) the non-economic general partner interest
in SNMP and (v) all of SNMP’s incentive distribution rights. Following (x) the Third Quarter Common Unit PIK Distribution,
Stonepeak will own 27,318,599 Common Units (32,118,948 Common Units assuming the full exercise of the Warrant following the Third
Quarter Common Unit PIK Distribution), representing approximately 64.7% (68.3% assuming the full exercise of the Warrant following
the Third Quarter Common Unit PIK Distribution) of the outstanding Common Units.
At any time Stonepeak
holds more than 80% of the outstanding Common Units, whether as a result of Common Unit PIK Distributions, the exercise of the
Warrant or other acquisition of Common Units, which could occur as early as the first quarter of 2021 (based on the price per Common
Unit as of the date of this Transaction Statement), and completes the Stonepeak LCR Transfer (as defined herein), Stonepeak will
be able to cause the General Partner or a controlled affiliate of the General Partner to exercise the limited call right (the “limited
call right”) provided for in Section 15.1 of the Third Amended and Restated Agreement of Limited Partnership of
SNMP (the “Partnership Agreement”) to purchase all outstanding Common Units (other than Common Units held by
the General Partner or its controlled affiliates), at a price per Common Unit determined pursuant to Section 15.1 of the Partnership Agreement. As
of the date of this Transaction Statement, the General Partner and its controlled affiliates do not own any Common Units.
The Common Unit PIK
Distributions, the potential exercise of the Warrant and, if exercised, the exercise of the limited call right are referred to
in this Transaction Statement as the “Transactions.”
As of the date
of this Transaction Statement, Stonepeak has not acquired any Common Units pursuant to the Common Unit PIK Distribution
Agreement, has not exercised the Warrant and has not caused the exercise of the limited call right. However, the execution of
the Common Unit PIK Distribution Agreement may be deemed to constitute a step towards one or more transactions that may
constitute a “Rule 13e-3 transaction” under the rules and regulations of the SEC pursuant to the
Exchange Act. Accordingly, no Common Unit PIK Distribution will occur until at least 30 days after the initial filing with
the SEC of this Transaction Statement. This Transaction Statement is being provided to holders of Common Units (“Common
Unitholders”) in order to satisfy the requirements of Rule 13e-3 in connection with the Common Unit PIK
Distribution Agreement.
Attached hereto as
Exhibit (a)(3) is a Disclosure Statement (the “Disclosure Statement”) that provides disclosure concerning
the Transactions. All information in the Disclosure Statement is hereby expressly incorporated by reference in answer to all items
in this Transaction Statement and is supplemented by the information specifically provided herein, except as otherwise set forth
below.
Item 1. Summary Term Sheet.
Item 1001 of Regulation M-A
The information set
forth in the Disclosure Statement under “Summary Term Sheet” is incorporated herein by reference.
Item 2. Subject Company Information.
Item 1002 of Regulation M-A
(a) The
information set forth in the Disclosure Statement under “The Transactions—Certain Information Concerning SNMP”
is incorporated herein by reference.
(b) The
exact title and class of the subject equity securities is “Common Units Representing Limited Partner Interests.” As
of December 8, 2020, there were 19,953,880 outstanding Common Units.
(c) The
information set forth in the Disclosure Statement under “The Transactions—Price Range of Common Units; Distributions
on Common Units” is incorporated herein by reference.
(d) The
information set forth in the Disclosure Statement under “The Transactions—Price Range of Common Units; Distributions
on Common Units” is incorporated herein by reference.
(e) None.
(f) The
information set forth in Disclosure Statement under “Special Factors—Background of the Transactions” is
incorporated herein by reference.
Item 3. Identity and Background of Filing
Person.
Item 1003(a)-(c) of Regulation
M-A
(a) The
information set forth in the Disclosure Statement under “Special Factors—Certain Relationships Between Stonepeak
and SNMP,” “The Transactions—Certain Information Concerning the Stonepeak Filing Entities,”
“The Transactions—Certain Information Concerning SNMP” and “Schedule A—Directors and Executive
Officers of the General Partner” is incorporated herein by reference.
(b) The
information set forth in the Disclosure Statement under “The Transactions—Certain Information Concerning the Stonepeak
Filing Entities” and “The Transactions—Certain Information Concerning SNMP” is incorporated
herein by reference.
(c) The
information set forth in the Disclosure Statement under “The Transactions—Certain Information Concerning the Stonepeak
Filing Entities,” “The Transactions—Certain Information Concerning SNMP” and “Schedule
A—Directors and Executive Officers of the General Partner” is incorporated herein by reference.
Item 4. Terms of the Transaction.
Item 1004(a) and (c)-(f) of
Regulation M-A
(a) The
information set forth in the Disclosure Statement under “Summary Term Sheet—What are the material terms of the Common
Unit PIK Distribution Agreement?,” “Summary Term Sheet—What are the United States federal income tax consequences
of having Common Units purchased as a result of the Limited Call Right?,” “The Transactions—The Common
Unit PIK Distribution Agreement,” “The Transactions—Warrant Exercise,” “The Transactions—Limited
Call Right” and “The Transactions—Material United States Federal Income Tax Consequences” is
incorporated herein by reference.
(c) The
information set forth in the Disclosure Statement under “Special Factors—Purposes of and Reasons for the Transactions;
Consideration of Alternatives; Plans for SNMP After the Transactions,” and “The Transactions—Appraisal
Rights; “Going-Private” Rules” is incorporated herein by reference.
(d) The
information set forth in the Disclosure Statement under “The Transactions—Appraisal Rights; “Going-Private”
Rules” is incorporated herein by reference.
(e) The
information set forth in the Disclosure Statement under “The Transactions—Certain Information Concerning the Stonepeak
Filing Entities” is incorporated herein by reference.
(f) Not
applicable.
Item 5. Past Contacts, Negotiations
and Agreements.
Item 1005(a)-(c) and
(e) of Regulation M-A
(a) The
information set forth in the Disclosure Statement under “Special Factors—Background of the Transactions,”
“Special Factors—Transactions and Arrangements Concerning the Common Units,” “Special Factors—Interests
of Certain Persons in the Common Unit PIK Distributions and the Exercise of the Limited Call Right,” and “Special
Factors—Certain Relationships Between Stonepeak and SNMP” is incorporated herein by reference.
(b) The
information set forth in the Disclosure Statement under “Special Factors—Background of the Transactions,”
“Special Factors—Transactions and Arrangements Concerning the Common Units,” “Special Factors—Interests
of Certain Persons in the Common Unit PIK Distributions and the Exercise of the Limited Call Right,” and “Special
Factors—Certain Relationships Between Stonepeak and SNMP” is incorporated herein by reference.
(c) The
information set forth in the Disclosure Statement under “Special Factors—Background of the Transactions”
and “Special Factors—Certain Relationships Between Stonepeak and SNMP” is incorporated herein by reference.
(e) The
information set forth in the Disclosure Statement under “Special Factors—Background of the Transactions,”
“Special Factors—Transactions and Arrangements Concerning the Common Units,” “Special Factors—Interests
of Certain Persons in the Common Unit PIk Distributions and the Exercise of the Call Right,” and “Special Factors—Certain
Relationships Between Stonepeak and SNMP” is incorporated herein by reference.
Item 6. Purposes of the Transaction
and Plans or Proposals.
Item 1006(b) and
(c)(1)-(8) of Regulation M-A
(b) The
information set forth in the Disclosure Statement under “Summary Term Sheet—Is this the first step in a “going-private”
transaction?,” “Special Factors—Certain Effects of the Common Unit PIK Distributions and the Exercise
of the Limited Call Right,” “Special Factors—Purposes of and Reasons for the Transactions; Consideration
of Alternatives; Plans for SNMP After the Transactions,” and “The Transactions—Possible Effects of the
Transactions on the Market for Common Units; Stock Exchange Listing; Registration under the Exchange Act” is incorporated
herein by reference.
(c)(1) The
information set forth in the Disclosure Statement under “Special Factors—Purposes of and Reasons for the Transactions;
Consideration of Alternatives; Plans for SNMP After the Transactions; Consideration of Alternatives,” and “The
Transactions—Possible Effects of the Transactions on the Market for Common Units; Stock Exchange Listing; Registration
under the Exchange Act” is incorporated herein by reference.
(c)(2) The
information set forth in the Disclosure Statement under “Special Factors—Purposes of and Reasons for the
Transactions; Consideration of Alternatives; Plans for SNMP After the Transactions; Consideration of Alternatives,”
and “The Transactions—Possible Effects of the Transactions on the Market for Common Units; Stock Exchange
Listing; Registration under the Exchange Act” is incorporated herein by reference.
(c)(3) The
information set forth in the Disclosure Statement under “Special Factors—Purposes of and Reasons for the Transactions;
Consideration of Alternatives; Plans for SNMP After the Transactions; Consideration of Alternatives,” and “The
Transactions—Possible Effects of the Transactions on the Market for Common Units; Stock Exchange Listing; Registration
under the Exchange Act” is incorporated herein by reference.
(c)(4) The
information set forth in the Disclosure Statement under “Special Factors—Purposes of and Reasons for the Transactions;
Consideration of Alternatives; Plans for SNMP After the Transactions; Consideration of Alternatives,” and “The
Transactions—Possible Effects of the Transactions on the Market for Common Units; Stock Exchange Listing; Registration
under the Exchange Act” is incorporated herein by reference.
(c)(5) The
information set forth in the Disclosure Statement under “Special Factors—Purposes of and Reasons for the Transactions;
Consideration of Alternatives; Plans for SNMP After the Transactions; Consideration of Alternatives,” and “The
Transactions—Possible Effects of the Transactions on the Market for Common Units; Stock Exchange Listing; Registration
under the Exchange Act” is incorporated herein by reference.
(c)(6) The
information set forth in the Disclosure Statement under “The Transactions—Possible Effects of the Transactions on
the Market for Common Units; Stock Exchange Listing; Registration under the Exchange Act” is incorporated herein by
reference.
(c)(7) The
information set forth in the Disclosure Statement under “The Transactions—Possible Effects of the Transactions on
the Market for Common Units; Stock Exchange Listing; Registration under the Exchange Act” is incorporated herein by
reference.
(c)(8) The
information set forth in the Disclosure Statement under “Summary Term Sheet—Is this the first step in a “going-private”
transaction?,” “Special Factors—Certain Effects of the Common Unit PIK Distributions and the Exercise
of the Limited Call Right,” and “The Transactions— Possible Effects of the Transactions on the Market
for Common Units; Stock Exchange Listing; Registration under the Exchange Act” is incorporated herein by reference.
Item 7. Purposes, Alternatives, Reasons
and Effects.
Item 1013 of Regulation
M-A
(a) The
information set forth in the Disclosure Statement under “Summary Term Sheet,” “Special Factors—Background
of the Transactions,” and “Special Factors—Purposes of and Reasons for the Transactions; Consideration
of Alternatives; Plans for SNMP After the Transactions” is incorporated herein by reference.
(b) The
information set forth in the Disclosure Statement under “Special Factors—Background of the Transactions”
and “Special Factors—Purposes of and Reasons for the Transactions; Consideration of Alternatives; Plans for SNMP
After the Transactions” is incorporated herein by reference.
(c) The
information set forth in the Disclosure Statement under “Special Factors—Background of the Transactions”
and “Special Factors—Purposes of and Reasons for the Transactions; Consideration of Alternatives; Plans for SNMP
After the Transactions” is incorporated herein by reference.
(d) The
information set forth in the Disclosure Statement under “Summary Term Sheet,” “Summary Term Sheet—What
are the United States federal income tax consequences of having Common Units purchased as a result of the Limited Call Right?,”
“Special Factors—Background of the Transactions,” “Special Factors—Purposes of and Reasons
for the Transactions; Consideration of Alternatives; Plans for SNMP After the Transactions,” “The Transactions—Possible
Effects of the Transactions on the Market for Common Units; Stock Exchange Listing; Registration under the Exchange Act,”
“The Transactions—Material United States Federal Income Tax Consequences,” and “The Transactions—Appraisal
Rights; “Going-Private” Rules” is incorporated herein by reference.
Item 8. Fairness of the Transaction.
Item 1014 of Regulation
M-A
(a) The
information set forth in the Disclosure Statement under “Special Factors—The Position of Stonepeak and SNMP Regarding
the Fairness of the Common Unit PIK Distributions and, if Exercised, the Exercise of the Limited Call Right” is incorporated
herein by reference.
(b) The
information set forth in the Disclosure Statement under “Special Factors—The Position of Stonepeak and SNMP Regarding
the Fairness of the Common Unit PIK Distributions and, if Exercised, the Exercise of the Limited Call Right” is incorporated
herein by reference.
(c) The
information set forth in the Disclosure Statement under “Summary Term Sheet—Am I requested, required or entitled
to make any decisions in connection with the Transactions?” is incorporated herein by reference.
(d) The
information set forth in the Disclosure Statement under “Summary Term Sheet— Has Stonepeak negotiated, or sought
the approval of, the terms of the Common Unit PIK Distribution Agreement with SNMP, the board of directors of the General Partner
or a committee thereof?” is incorporated herein by reference.
(e) The
information set forth in the Disclosure Statement under “Summary Term Sheet— Has Stonepeak negotiated, or sought
the approval of, the terms of the Common Unit PIK Distribution Agreement with SNMP, the board of directors of the General Partner
or a committee thereof?” is incorporated herein by reference.
(f) The
information set forth in the Disclosure Statement under “Special Factors—The Position of Stonepeak and SNMP Regarding
the Fairness of the Common Unit PIK Distributions and, if Exercised, the Exercise of the Limited Call Right” is incorporated
herein by reference.
Item 9 of Schedule 13E-3. Reports, Opinions,
Appraisals and Negotiations.
Item 1015 of Regulation
M-A
(a) No
report, opinion or appraisal from an outside party that is materially related to the Rule 13e-3 transaction was received by
SNMP or any of its affiliates.
(b) Not
applicable.
(c) Not
applicable.
Item 10. Source and Amount of Funds
or Other Consideration.
Item 1007 of Regulation
M-A.
(a) The
information set forth in the Disclosure Statement under “Summary Term Sheet—Will Stonepeak have the financial resources
to pay for all of the Common Units that it will acquire if the limited call right is exercised?” and “The Transactions—Source
and Amount of Funds” is incorporated herein by reference.
(b) The
information set forth in the Disclosure Statement under “Summary Term Sheet—What are the material terms of the Common
Unit PIK Distribution Agreement?,” “Summary Term Sheet—Will Stonepeak have the financial resources to
pay for all of the Common Units that it will acquire if the limited call right is exercised?,” “The Transactions—The
Common Unit PIK Distribution Agreements,” and “The Transactions—Source and Amount of Funds”
is incorporated herein by reference.
(c) The
information set forth in the Disclosure Statement under “The Transactions—Fees and Expenses” is incorporated
herein by reference.
(d) The
information set forth in the Disclosure Statement under “The Transactions—Source and Amount of Funds”
is incorporated herein by reference.
Item 11. Interest in Securities of the
Subject Company.
Item 1008 of Regulation
M-A
(a) The
information set forth in Disclosure Statement under “Special Factors—Transactions and Arrangements Concerning the
Common Units” and “Schedule B—Ownership of Common Units by Stonepeak Catarina and Certain Related Persons”
is incorporated herein by reference.
(b) The
information set forth in Disclosure Statement under “Special Factors—Transactions and Arrangements Concerning the
Common Units” and “Schedule B—Ownership of Common Units by Stonepeak Catarina and Certain Related Persons”
is incorporated herein by reference.
Item 12 of Schedule 13E-3. The Solicitation
or Recommendation.
Item 1012(d) and
(e) of Regulation M-A
(d) Not
applicable.
(e) Not
applicable.
Item 13. Financial Statements.
Item 1010(a) and
(b) of Regulation M-A
(a) The
information set forth in the Disclosure Statement under “The Transactions—Certain Information Concerning SNMP”
is incorporated herein by reference. The financial statements of SNMP are also incorporated herein by reference to “Part II—Item
8—Financial Statements and Supplementary Data” of its Annual Report on Form 10-K for the year ended December 31,
2019 and “Part I—Item 1—Financial Statements (Unaudited)” of its Quarterly Report on Form 10-Q
for the quarter ended September 30, 2020.
(b) Pro
forma financial information is not material to Transactions.
(c) The
information set forth in the Disclosure Statement under “The Transactions—Certain Information Concerning SNMP—Summary
Consolidated Financial Information” is incorporated herein by reference.
Item 14. Persons/Assets Retained, Employed,
Compensated or Used.
Item 1009 of Regulation
M-A
(a) The
information set forth in the Disclosure Statement under “The Transactions—Fees and Expenses” is incorporated
herein by reference.
(b) The
information set forth in the Disclosure Statement under “Summary Term Sheet,” “Special Factors—Background
of the Transactions,” and “Special Factors—Interests of Certain Persons in the Common Unit PIK Distributions
and the Exercise of the Limited Call Right” is incorporated herein by reference.
Item 15. Additional Information.
Item 1011(b) and (c) of
Regulation M-A
(b) None.
(c) None.
Item 16 of Schedule 13E-3. Exhibits.
Item 1016(a)-(d), (f) and (g) of
Regulation M-A
Exhibit No.
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Description
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(a)(3)
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Disclosure Statement, dated December 10, 2020
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(b)
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None
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(c)
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None
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(d)(1)
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Letter Agreement, dated November 16, 2020, by and between Sanchez Midstream Partners LP, Sanchez Midstream Partners GP LLC and Stonepeak Catarina Holdings, LLC (filed as Exhibit 3.2 to Form 10-Q filed by Sanchez Midstream Partners LP on November 16, 2020, File No. 001-33147, and incorporated herein by reference)
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(d)(2)
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Amended and Restated Shared Services Agreement, dated as of March 6, 2015, between SP Holdings, LLC and Sanchez Production Partners LP (filed as Exhibit 10.1 to Form 10-Q filed by Sanchez Midstream Partners LP on May 15, 2015, File No. 001-33147, and incorporated herein by reference)
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(d)(3)
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Amended and Restated Board Representation and Standstill Agreement, dated August 2, 2019, by and among Sanchez Midstream Partners LP, Sanchez Midstream Partners GP LLC and Stonepeak Catarina Holdings LLC (filed as Exhibit 10.1 to Form 8-K filed by Sanchez Midstream Partners LP on August 5, 2019, File No. 001-33147, and incorporated herein by reference)
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(f)
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None
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(g)
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None
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and correct.
Date: December 10, 2020
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SP COMMON EQUITY SUBSIDIARY LLC
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By:
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STONEPEAK CATARINA HOLDINGS, LLC, its sole member
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By:
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STONEPEAK TEXAS MIDSTREAM HOLDCO LLC, its managing member
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By:
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STONEPEAK ASSOCIATES LLC, its managing member
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By:
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STONEPEAK GP HOLDINGS LP, its sole member
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By:
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STONEPEAK GP INVESTORS LLC, its general partner
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By:
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STONEPEAK GP INVESTORS MANAGER LLC, its managing member
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By:
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/s/ Michael Dorrell
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Name: Michael Dorrell
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Title: Managing Member
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STONEPEAK CATARINA HOLDINGS, LLC
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By:
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STONEPEAK TEXAS MIDSTREAM HOLDCO LLC, its managing member
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By:
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STONEPEAK ASSOCIATES LLC, its managing member
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By:
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STONEPEAK GP HOLDINGS LP, its sole member
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By:
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STONEPEAK GP INVESTORS LLC, its general partner
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By:
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STONEPEAK GP INVESTORS MANAGER LLC, its managing member
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By:
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/s/ Michael Dorrell
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Name: Michael Dorrell
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Title: Managing Member
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STONEPEAK TEXAS MIDSTREAM HOLDCO LLC
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By:
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STONEPEAK ASSOCIATES LLC, its managing member
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By:
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STONEPEAK GP HOLDINGS LP, its sole member
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By:
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STONEPEAK GP INVESTORS LLC, its general partner
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By:
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STONEPEAK GP INVESTORS MANAGER LLC, its managing member
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By:
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/s/ Michael Dorrell
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Name: Michael Dorrell
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Title: Managing Member
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STONEPEAK CATARINA UPPER
HOLDINGS LLC
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By:
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STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP, its managing member
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By:
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STONEPEAK ASSOCIATES LLC, its general partner
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By:
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STONEPEAK GP HOLDINGS LP, its sole member
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By:
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STONEPEAK GP INVESTORS LLC, its general partner
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By:
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STONEPEAK GP INVESTORS MANAGER LLC, its managing member
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By:
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/s/ Michael Dorrell
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Name: Michael Dorrell
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Title: Managing Member
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STONEPEAK INFRASTRUCTURE
FUND (ORION AIV) LP
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By:
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STONEPEAK ASSOCIATES LLC, its general partner
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By:
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STONEPEAK GP HOLDINGS LP, its sole member
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By:
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STONEPEAK GP INVESTORS LLC, its general partner
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By:
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STONEPEAK GP INVESTORS MANAGER LLC, its managing member
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By:
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/s/ Michael Dorrell
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Name: Michael Dorrell
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Title: Managing Member
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STONEPEAK ASSOCIATES LLC
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By:
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STONEPEAK GP HOLDINGS LP, its sole member
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By:
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STONEPEAK GP INVESTORS LLC, its general partner
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By:
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STONEPEAK GP INVESTORS MANAGER LLC, its managing member
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By:
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/s/ Michael Dorrell
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Name:Michael Dorrell
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Title: Managing Member
|
|
STONEPEAK GP HOLDINGS LP
|
|
|
|
|
By:
|
STONEPEAK GP INVESTORS LLC, its general partner
|
|
By:
|
STONEPEAK GP INVESTORS MANAGER LLC, its managing member
|
|
By:
|
/s/ Michael Dorrell
|
|
|
Name: Michael Dorrell
|
|
|
Title: Managing Member
|
|
STONEPEAK GP INVESTORS LLC
|
|
|
|
|
By:
|
STONEPEAK GP INVESTORS MANAGER LLC, its managing member
|
|
By:
|
/s/ Michael Dorrell
|
|
|
Name: Michael Dorrell
|
|
|
Title: Managing Member
|
|
STONEPEAK TEXAS MIDSTREAM
HOLDCO LLC
|
|
|
|
|
By:
|
STONEPEAK ASSOCIATES LLC, its managing member
|
|
By:
|
/s/ Michael Dorrell
|
|
|
Name: Michael Dorrell
|
|
|
Title: Managing Member
|
|
STONEPEAK GP INVESTORS MANAGER
LLC
|
|
|
|
|
By:
|
/s/ Michael Dorrell
|
|
|
Name: Michael Dorrell
|
|
|
Title: Managing Member
|
|
By:
|
/s/ Michael Dorrell
|
|
|
Name: Michael Dorrell
|
|
By:
|
/s/ Trent Vichie
|
|
|
Name: Trent Vichie
|
|
Sanchez
Midstream Partners LP
|
|
|
|
|
By:
|
Sanchez Midstream Partners GP LLC, its general partner
|
|
By:
|
/s/ Charles C. Ward
|
|
|
Name: Charles C. Ward
|
|
|
Title: Chief Financial Officer and Secretary
|
|
Sanchez
Midstream Partners GP LLC
|
|
|
|
|
By:
|
/s/ Charles C. Ward
|
|
|
Name: Charles C. Ward
|
|
|
Title: Chief Financial Officer and Secretary
|
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