0000905148-20-001235.txt : 20201127 0000905148-20-001235.hdr.sgml : 20201127 20201127131634 ACCESSION NUMBER: 0000905148-20-001235 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20201117 FILED AS OF DATE: 20201127 DATE AS OF CHANGE: 20201127 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Stonepeak Texas Midstream Holdco LLC CENTRAL INDEX KEY: 0001833393 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33147 FILM NUMBER: 201354359 BUSINESS ADDRESS: STREET 1: 550 WEST 34TH STREET STREET 2: 48TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10001 BUSINESS PHONE: 212-907-5100 MAIL ADDRESS: STREET 1: 550 WEST 34TH STREET STREET 2: 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 3 1 form3.xml X0206 3 2020-11-17 0 0001362705 Sanchez Midstream Partners LP SNMP 0001833393 Stonepeak Texas Midstream Holdco LLC 550 WEST 34TH STREET 48TH FLOOR NEW YORK NY 10001 true true See Remarks Common Units 4650439 I See Footnotes Common Units 393291 I See Footnotes Class C Preferred Units 36474436 I See Footnotes Warrant 0 Common Units 2325364 I See Footnotes This amount includes 140,647 Common Units that are subject to vesting. These Common Units are owned directly by SP Common Equity Subsidiary LLC ("SPCE Sub"). Stonepeak Catarina Holdings LLC ("Stonepeak Catarina") is the sole member of SPCE Sub. These Common Units, Class C Preferred Units and Warrant are owned directly by Stonepeak Catarina. Stonepeak Texas Midstream Holdco LLC is the managing member of Stonepeak Catarina. Stonepeak Catarina Upper Holdings LLC is the majority owner member of Stonepeak Texas Midstream Holdco LLC. Stonepeak Infrastructure Fund (Orion AIV) LP is the managing member of Stonepeak Catarina Upper Holdings LLC. Stonepeak Associates LLC is the managing member of Stonepeak Texas Midstream Holdco LLC and 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 Mr. Dorrell and Mr. Vichie serve as a managing member of Stonepeak GP Investors Manager LLC. The Class C Preferred Units have the same voting rights as the holders of the Common Units but are not convertible into Common Units. The Warrant may be exercised at any time and from time to time during the period beginning on August 2, 2019 and ending on the later of the seventh anniversary of such date and the date thirty days after the date on which all of the Class C Preferred Units have been redeemed for a number of Junior Securities (which includes equity interests of the Issuer and its general partner that rank junior to the Class C Preferred Units, including, but not limited to, Common Units) equal to 10% of the then-outstanding applicable class of Junior Securities as of the exercise date. No purchase price will be payable in connection with the exercise of the Warrant. Each Reporting Person disclaims beneficial ownership of the securities reported herein 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 such securities 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, the Reporting Person may be deemed to be a director-by-deputization by virtue of Stonepeak Catarina'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, are members of the Board. In addition, Michael Bricker and John Steen also serve as members of the Board. See Exhibit 99.1 2020-11-27 EX-99.1 2 efc20-886_ex991.htm
Exhibit 99.1


STONEPEAK TEXAS MIDSTREAM HOLDCO LLC

By: STONEPEAK ASSOCIATES LLC, its managing member
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: 11/27/2020