UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 18, 2015
Sanchez Production Partners LP
(Exact name of registrant as specified in its charter)
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Delaware |
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001-33147 |
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11-3742489 |
(State or other jurisdiction of incorporation) |
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(Commission File Number) |
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(IRS Employer Identification No.) |
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1000 Main Street, Suite 3000 Houston, TX |
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77002 |
(Address of principal executive offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (713) 783-8000
None
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 7.01Regulation FD.
In connection with Sanchez Production Partners LP’s (the “Partnership”) previously-announced execution of an At Market Issuance Sales Agreement with MLV & Co. LLC dated April 17, 2015, legal opinions of the Partnership’s counsel are attached to this Form 8-K as Exhibits 5.1 and 8.1 in connection with the closing thereunder.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit |
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Description |
5.1 |
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Legal Opinion of Andrews Kurth LLP |
8.1 |
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Tax Opinion of Andrews Kurth LLP |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SANCHEZ PRODUCTION PARTNERS LP
By: Sanchez Production Partners GP LLC, its general partner |
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Date: May 18, 2015 |
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By: |
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/s/ Charles C. Ward |
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Charles C. Ward Chief Financial Officer and Secretary |
EXHIBIT INDEX
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Exhibit Number |
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Description |
5.1 |
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Legal Opinion of Andrews Kurth LLP |
8.1 |
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Tax Opinion of Andrews Kurth LLP |
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600 Travis, Suite 4200 Houston, Texas 77002 713.220.4200 Phone 713.220.4285 Fax andrewskurth.com |
May 18, 2015
Sanchez Production Partners LP
1000 Main Street, Suite 3000
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as special counsel to Sanchez Production Partners LP, a Delaware limited partnership (the “Issuer”), in connection with the offering, from time to time, of common units representing limited partner interests in the Partnership having an aggregate offering price of up to $18,600,000 (the “Common Units”), on terms to be determined at the time of the offering thereof, pursuant to a registration statement on Form S-3 (File No. 333-202575) (the “Registration Statement”), filed with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on March 6, 2015 and declared effective by the SEC on March 16, 2015. A prospectus supplement dated May 18, 2015, which together with the prospectus filed with the Registration Statement (the “Base Prospectus”) constitute the “Prospectus,” will be filed with the SEC on May 18, 2015 pursuant to Rule 424(b) promulgated under the Securities Act.
In arriving at the opinions expressed below, we have examined (i) the Certificate of Limited Partnership of the Issuer (the “Formation Certificate”), (ii) the Agreement of Limited Partnership of the Issuer, as amended (the “Partnership Agreement” and collectively with the Formation Certificate, the “Issuer Organizational Documents”), (iii) the Registration Statement, (iv) the Prospectus, (v) the At Market Issuance Sales Agreement dated April 17, 2015 by and between the Issuer and MLV & Co. LLC (the “Sales Agreement”) and (vi) originals or copies certified or otherwise identified to our satisfaction of such other instruments and other certificates of public officials, officers and representatives of the Issuer and such other persons as we have deemed appropriate as a basis for the opinions expressed below.
In rendering the opinions expressed below, we have assumed and have not verified (i) the genuineness of the signatures on all documents that we have examined, (ii) the legal capacity of all natural persons, (iii) the authenticity of all documents supplied to us as originals and (iv) the conformity to the authentic originals of all documents supplied to us as certified, photostatic or faxed copies. In conducting our examination of documents, we have assumed the power, corporate or other, of all parties thereto other than the Issuer to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and the due execution and delivery by such parties of such documents and that, except as set forth in the numbered opining paragraphs below, to the extent such documents purport to constitute agreements, such documents constitute valid and binding obligations of
Sanchez Production Partners LP
May 18, 2015
Page 2
such parties. We have also assumed that all Common Units will be issued and sold in the manner described in the Prospectus and in accordance with the terms of the Sales Agreement.
Based upon and subject to the foregoing, and subject also to the limitations and other assumptions and qualifications set forth below, we are of the opinion that:
2. When the Common Units have been issued and delivered in accordance with the terms of the Sales Agreement, the Common Units will be validly issued, fully paid (to the extent required under the Partnership Agreement) and non-assessable, except as such non-assessability may be affected by the following: (a) if a court were to determine that the right or exercise of the right provided under the Partnership Agreement by the holders of Common Units (the “Limited Partners”) of the Issuer as a group (i) to remove or replace the general partner of the Issuer, (ii) to approve certain amendments to the Partnership Agreement or (iii) to take certain other actions under the Partnership Agreement pursuant to which a Limited Partner “participates in the control” of the Issuer’s business for purposes of Section 17-303 of the Delaware Revised Uniform Limited Partnership Act, as amended (the “Delaware LP Act”), then such Limited Partner could be held personally liable for the Issuer’s obligations under the laws of Delaware, to the same extent as the general partner of the Issuer with respect to persons who transact business with the Issuer and reasonably believe that such Limited Partner is a general partner and (b) Sections 17-303, 17-607 and 17-804 of the Delaware LP Act. |
We express no opinion other than as to the federal laws of the United States of America and the Delaware Act (which is deemed to include the applicable provisions of the Delaware Constitution and reported judicial opinions interpreting those laws). We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K to be filed on the date hereof and to the reference to this firm under the heading “Legal Matters” in the Prospectus. In giving these consents, we do not admit that we are “experts” under the Securities Act, or the rules and regulations of the SEC issued thereunder.
Very truly yours,
/s/ Andrews Kurth LLP
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Andrews Kurth LLP 600 Travis, Suite 4200 Houston, Texas 77002 +1.713.220.4200 Phone +1.713.220.4285 Fax andrewskurth.com |
Austin Beijing Dallas Dubai Houston London New York Research Triangle Park The Woodlands Washington, DC |
May 18, 2015
Sanchez Production Partners LP
Sanchez Production Partners GP LLC
1000 Main Street, Suite 3000
Houston, Texas 77002
Ladies and Gentlemen:
We have acted as special counsel to Sanchez Production Partners LP, a Delaware limited partnership (the “Partnership”), in connection with the registration of the offer and sale (the “Offering”) from time to time pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Act”), of common units representing limited partner interests in the Partnership (the “Common Units”). We have also participated in the preparation of a prospectus supplement dated May 18, 2015 (the “Prospectus Supplement”) and the prospectus (the “Prospectus”) forming a part of the registration statement on Form S-3, filed with the Securities and Exchange Commission and declared effective on March 16, 2015 (Registration No. 333-202575, the “Registration Statement.
In connection therewith, we have participated in the preparation of the discussion set forth in the Prospectus under the caption, “Material U.S. Federal Income Tax Consequences,” as modified by the statements in the Prospectus Supplement under the caption, “Material Tax Considerations” (the “Discussion”). The statements in the Discussion, insofar as such statements purport to constitute summaries of United States federal income tax law and regulations or legal conclusions with respect thereto, subject to the qualifications and assumptions stated in the Discussion and the limitations and qualifications set forth herein, constitute our opinion as to the material United States federal income tax consequences for purchasers of the Common Units pursuant to the Offering.
This opinion letter is limited to the matters set forth herein, and no opinions are intended to be implied or may be inferred beyond those expressly stated herein. Our opinion is rendered as of the date hereof, and we assume no obligation to update or supplement this opinion or any matter related to this opinion to reflect any change of fact, circumstances, or law after the date
Sanchez Production Partners LP
May 18, 2015
Page 2
hereof. In addition, our opinion is based on the assumption that the matter will be properly presented to the applicable court.
Furthermore, our opinion is not binding on the Internal Revenue Service or a court. In addition, we must note that our opinion represents merely our best legal judgment on the matters presented and that others may disagree with our conclusion. There can be no assurance that the Internal Revenue Service will not take a contrary position or that a court would agree with our opinion if litigated.
We hereby consent to the filing of this opinion as an exhibit to a Current Report on Form 8-K of the Partnership and to the references to our firm and this opinion contained in the Discussion. In giving this consent, we do not admit that we are included in the category of persons whose consent is required under Section 7 of the Act or under the rules and regulations of the Securities Exchange Commission relating thereto, with respect to any part of the Registration Statement, including this exhibit to the Current Report on Form 8-K.
Very truly yours,
/s/ Andrews Kurth LLP
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