0000905148-20-001005.txt : 20200909 0000905148-20-001005.hdr.sgml : 20200909 20200909085025 ACCESSION NUMBER: 0000905148-20-001005 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200907 FILED AS OF DATE: 20200909 DATE AS OF CHANGE: 20200909 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: 201165603 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 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: 201165604 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 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: 201165605 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 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: 201165606 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 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: 201165607 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 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: 201165608 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 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: 201165609 BUSINESS ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 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: 201165610 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 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: 201165611 MAIL ADDRESS: STREET 1: 55 HUDSON YARDS STREET 2: 550 W. 34TH STREET, 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Sanchez Midstream 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: 1360 POST OAK BLVD STREET 2: SUITE 2400 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 713-783-8000 MAIL ADDRESS: STREET 1: 1360 POST OAK BLVD STREET 2: SUITE 2400 CITY: HOUSTON STATE: TX ZIP: 77056 FORMER COMPANY: FORMER CONFORMED NAME: Sanchez Production Partners LP DATE OF NAME CHANGE: 20150306 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 4 1 form4.xml X0306 4 2020-09-07 0001362705 Sanchez Midstream Partners LP SNMP 0001656530 Stonepeak Catarina Holdings LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true true See Remarks 0001656529 Stonepeak Catarina Upper Holdings LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true true See Remarks 0001656528 Stonepeak Infrastructure Fund (Orion AIV) LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true true See Remarks 0001656527 Stonepeak Associates LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true true See Remarks 0001656526 Stonepeak GP Holdings LP 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true true See Remarks 0001656525 Stonepeak GP Investors LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true true See Remarks 0001656524 Stonepeak GP Investors Manager LLC 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true true See Remarks 0001550758 Dorrell Michael B. 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true true See Remarks 0001550764 Vichie Trent D 55 HUDSON YARDS 550 W. 34TH STREET, 48TH FLOOR NEW YORK NY 10001 true true See Remarks Common Units 2020-09-07 4 P 0 4650439 A 4650439 I See Footnotes Common Units 393291 D This amount includes 140,647 Common Units that are subject to vesting On September 7, 2020, each of Stonepeak Catarina Holdings LLC ("Stonepeak Catarina"), SP Capital Holdings, LLC ("SP Capital") and SP Common Equity LLC ("SPCE") entered into a Contribution and Exchange Agreement (the "Agreement"), pursuant to which Stonepeak Catarina issued (i) to SP Capital 10,000 Class B Units in Stonepeak Catarina in exchange for SP Capital contributing to Stonepeak Catarina 100% of the membership interests in SP Holdings, LLC, the sole member of Sanchez Midstream Partners GP LLC, the general partner of the Issuer, and (ii) to SPCE 5,000 Class C Units in Stonepeak Catarina in exchange for SPCE contributing to Stonepeak Catarina 100% of the membership interests in SP Common Equity Subsidiary LLC ("SPCE Sub") (the "Transaction"). In connection with the Transaction, Antonio R. Sanchez, Jr. and certain affiliates of Antonio R. Sanchez, Jr. irrevocably committed to contribute 4,650,439 Common Units to SPCE Sub as partial consideration for units representing membership interests in SPCE. This amount includes 140,647 Common Units that are subject to vesting. Upon completion of this contribution, Stonepeak Catarina will become the sole member of SPCE Sub and will exercise voting and dispositive power over all of the Common Units held by SPCE Sub; however, SP Capital and SPCE each has the right to certain cash receipts from the Class C Preferred Units and Common Units beneficially owned by Stonepeak Catarina (including Common Units that will be contributed to SPCE Sub). These Common Units have been irrevocably committed to SPCE Sub. Upon completion of this contribution, Stonepeak Catarina will become the sole member of SPCE Sub. Stonepeak Catarina Upper Holdings LLC is the managing member of Stonepeak Catarina. 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 Common 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 Common Units for purposes of Section 16 of the Exchange Act, or for any other purpose. Exhibit 99.1: Additional Signatures. Solely for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed to be directors-by-deputization by virtue of Stonepeak Catarina Holdings LLC's contractual right to, based on its current ownership, designate two persons to serve on the board of directors of the General Partner of the Issuer (the "Board"). Jack Howell and Luke Taylor, each an employee of Stonepeak Catarina Holdings LLC, are members of the Board. In addition, in connection with the Transaction, the Reporting Persons appointed two additional employees - Michael Bricker and John Steen - to serve as members of the Board. /s/ Michael Dorrell 2020-09-09 /s/ Trent Vichie 2020-09-09 EX-99.1 2 efc20-716_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: 09/09/2020



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: 09/09/2020



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: 09/09/2020



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: 09/09/2020



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: 09/09/2020



STONEPEAK GP INVESTORS LLC
 
By: STONEPEAK GP INVESTORS MANAGER LLC, its managing member
By: /s/ Michael Dorrell
Name:  Michael Dorrell
Title:  Managing Member Date: 09/09/2020



STONEPEAK GP INVESTORS MANAGER LLC
 
By: /s/ Michael Dorrell
Name:  Michael Dorrell
Title:  Managing Member Date: 09/09/2020