0000905148-17-000121.txt : 20170127 0000905148-17-000121.hdr.sgml : 20170127 20170127170831 ACCESSION NUMBER: 0000905148-17-000121 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20170125 FILED AS OF DATE: 20170127 DATE AS OF CHANGE: 20170127 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sanchez Production Partners LP CENTRAL INDEX KEY: 0001362705 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 113742489 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 MAIN STREET STREET 2: SUITE 3000 CITY: HOUSTON STATE: TX ZIP: 77002 BUSINESS PHONE: (713) 756-2775 MAIL ADDRESS: STREET 1: 1000 MAIN STREET STREET 2: SUITE 3000 CITY: HOUSTON STATE: TX ZIP: 77002 FORMER COMPANY: FORMER CONFORMED NAME: Sanchez Production Partners LLC DATE OF NAME CHANGE: 20141006 FORMER COMPANY: FORMER CONFORMED NAME: Constellation Energy Partners LLC DATE OF NAME CHANGE: 20060808 FORMER COMPANY: FORMER CONFORMED NAME: Constellation Energy Resources LLC DATE OF NAME CHANGE: 20060515 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Vichie Trent D CENTRAL INDEX KEY: 0001550764 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 17554595 MAIL ADDRESS: STREET 1: 717 5TH AVE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak GP Investors Manager LLC CENTRAL INDEX KEY: 0001656524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 17554597 BUSINESS ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak GP Holdings LP CENTRAL INDEX KEY: 0001656526 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 17554599 BUSINESS ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak Infrastructure Fund (Orion AIV) LP CENTRAL INDEX KEY: 0001656528 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 17554601 BUSINESS ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak Catarina Upper Holdings LLC CENTRAL INDEX KEY: 0001656529 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 17554602 BUSINESS ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak GP Investors LLC CENTRAL INDEX KEY: 0001656525 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 17554598 BUSINESS ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak Associates LLC CENTRAL INDEX KEY: 0001656527 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 17554600 BUSINESS ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Dorrell Michael B. CENTRAL INDEX KEY: 0001550758 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 17554596 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE STREET 2: 14TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak Catarina Holdings LLC CENTRAL INDEX KEY: 0001656530 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 17554603 BUSINESS ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 717 FIFTH AVENUE, 25TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 4 1 form4.xml X0306 4 2017-01-25 0001362705 Sanchez Production Partners LP SPP 0001656530 Stonepeak Catarina Holdings LLC 717 FIFTH AVENUE, 25TH FLOOR NEW YORK NY 10022 true 0001656529 Stonepeak Catarina Upper Holdings LLC 717 FIFTH AVENUE, 25TH FLOOR NEW YORK NY 10022 true 0001656528 Stonepeak Infrastructure Fund (Orion AIV) LP 717 FIFTH AVENUE, 25TH FLOOR NEW YORK NY 10022 true 0001656527 Stonepeak Associates LLC 717 FIFTH AVENUE, 25TH FLOOR NEW YORK NY 10022 true 0001656526 Stonepeak GP Holdings LP 717 FIFTH AVENUE, 25TH FLOOR NEW YORK NY 10022 true 0001656525 Stonepeak GP Investors LLC 717 FIFTH AVENUE, 25TH FLOOR NEW YORK NY 10022 true 0001656524 Stonepeak GP Investors Manager LLC 717 FIFTH AVENUE, 25TH FLOOR NEW YORK NY 10022 true 0001550758 Dorrell Michael B. 717 FIFTH AVENUE 25TH FLOOR NEW YORK NY 10022 true 0001550764 Vichie Trent D 717 5TH AVE 25TH FLOOR NEW YORK NY 10022 true Class B Preferred Units 2017-01-25 4 J 0 1704446 A Common Units 1704446 31000887 D These Class B Preferred Units (the "Preferred Units") were issued as partial consideration for the Settlement Agreement entered into by and between Stonepeak Catarina Holdings LLC and the Issuer, effective January 25, 2017, as described in the current report on Form 8-K filed by the Issuer on January 27, 2017, and pursuant to which it was agreed that the "Class B Preferred Purchase Price" (as defined in the Second Amended and Restated Agreement of Limited Partnership of the Issuer) for the Preferred Units would be $11.29. The Preferred Units are convertible into Common Units at any time, at the holder's election, and have no expiration date. Each Preferred Unit is currently convertible into one Common Unit. On December 6, 2016, pursuant to Section 5.10(g) of the Second Amended and Restated Agreement of Limited Partnership of the Partnership (the "Partnership Agreement"), the Issuer effected a split of the Preferred Units, resulting in Stonepeak Catarina Holdings LLC holding an additional 9,851,996 Preferred Units. These Preferred Units are owned directly by Stonepeak Catarina Holdings LLC, and indirectly by 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 and Trent Vichie. Stonepeak Catarina Upper Holdings LLC is the managing member of Stonepeak Catarina Holdings LLC. Stonepeak Infrastructure Fund (Orion AIV) LP is the managing member of Stonepeak Catarina Upper Holdings LLC. Stonepeak Associates LLC is the general partner of Stonepeak Infrastructure Fund (Orion AIV) LP. Stonepeak GP Holdings LP is the sole member of Stonepeak Associates LLC. Stonepeak GP Investors LLC is the general partner of Stonepeak GP Holdings LP. Stonepeak GP Investors Manager LLC is the managing member of Stonepeak GP Investors LLC. Each of Michael Dorrell and Trent Vichie serve as a managing member of Stonepeak GP Investors Manager LLC. Each Reporting Person disclaims beneficial ownership of the Preferred Units except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of the Preferred Units for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. Exhibit 99.1: Additional Signatures /s/ Michael Dorrell 2017-01-27 /s/ Trent Vichie 2017-01-27 EX-99.1 2 efc17-084_ex991.htm
Exhibit 99.1
 
STONEPEAK CATARINA HOLDINGS LLC
 
 
 
 
 
 
 
By: STONEPEAK CATARINA UPPER HOLDINGS LLC, its managing member
By:  STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP, its managing member
By: STONEPEAK ASSOCIATES LLC, its general partner
By: STONEPEAK GP HOLDINGS LP, its sole member
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       Date: 01/27/2017
 
 
 
 
 
STONEPEAK CATARINA UPPER HOLDINGS LLC
 
 
 
 
 
 
 
By:  STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP, its managing member
By: STONEPEAK ASSOCIATES LLC, its general partner
By: STONEPEAK GP HOLDINGS LP, its sole member
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       Date: 01/27/2017
 
 
 
 
 
STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP
 
 
 
 
 
 
 
By: STONEPEAK ASSOCIATES LLC, its general partner
By: STONEPEAK GP HOLDINGS LP, its sole member
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       Date: 01/27/2017
 
 
 
 
 
STONEPEAK ASSOCIATES LLC
 
 
 
 
 
 
 
By: STONEPEAK GP HOLDINGS LP, its sole member
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       Date: 01/27/2017
 
 
 
 
 
 

 
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       Date: 01/27/2017
 
 
 
 
 
STONEPEAK GP INVESTORS LLC
 
 
 
 
 
 
 
By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
 
 
 
By:
/s/ Michael Dorrell
 
 
 
 
Name: Michael Dorrell        
Title: Managing Member       Date: 01/27/2017
 
 
 
 
 
STONEPEAK GP INVESTORS MANAGER LLC
 
 
 
 
 
 
 
By:
/s/ Michael Dorrell
 
 
 
 
Name: Michael Dorrell        
Title: Managing Member       Date: 01/27/2017