8-K

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): March 30, 2016

Sanchez Production Partners LP

(Exact name of registrant as specified in its charter)

Delaware	001-33147	11-3742489
(State or other jurisdiction of	(Commission	(IRS Employer
incorporation)	File Number)	Identification No.)

1000 Main Street, Suite 3000
Houston, TX	77002
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code: (713) 783-8000

(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:

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02Results of Operations and Financial Condition.

On March 30, 2016, Sanchez Production Partners LP (the “Partnership”) issued a press release announcing its fourth quarter financial results. A copy of the press release is furnished as a part of this Current Report on Form 8-K as Exhibit 99.1.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing.

Item 7.01Regulation FD.

On March 30, 2016, the Partnership posted an investor presentation on its website.  A copy of this presentation is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information in this Item shall not be deemed “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Exhibit
99.1	Press Release, dated March 30, 2016
99.2	Investor Presentation

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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.

	SANCHEZ PRODUCTION PARTNERS LP
	By:  Sanchez Production Partners GP LLC, its general partner
Date: March 31, 2016	By:	/s/ Charles C. Ward
		Charles C. Ward
		Chief Financial Officer

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Exhibit Index

Exhibit No.	Exhibit
99.1	Press Release, dated March 30, 2016
99.2	Investor Presentation

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EX-99.1

Exhibit 99.1

News Release

General Inquiries:  (877) 847-0008
www.sanchezpp.com

Sanchez Production PartnersReports

FourthQuarter and Full Year 2015 Results

HOUSTON--(Marketwired)--March 30, 2015--Sanchez Production Partners LP (NYSE MKT:  SPP)  (“SPP” or the “Partnership”) today reported fourth quarterand full year 2015 results.  Highlights from the report include:

· A transformative year during which the Partnership successfully closed and financed two transactions valued at approximately $430 million, including the acquisition of the Western Catarina midstream assets from Sanchez Energy Corporation (NYSE: SN) (“Sanchez Energy”) for approximately $345 million, which closed in October 2015 (the “Western Catarina Midstream Transaction”);

· Acash distribution of $0.4060 per unit ($1.624 per unit annualized) related to fourth quarter 2015 activity, which represents a 1.5% increase over the Partnership’s third quarter 2015 distribution;

· Total revenue of $26.1 million during the fourth quarter 2015, which includes revenue from midstream sales of $11.7 million during the quarter;  

· Full year 2015 production of 1,428 MBOE, which includes net oil and liquids production for the full year 2015 of 1,180 barrels per day, an increase of approximately 21% compared to full year 2014 oil and liquids production;

· Adjusted EBITDA for the fourth quarter 2015 of approximately $12.0 million, which compares to $3.7 million in the third quarter 2015 (after adjustments for non-recurring items), and $25.8 million for the full year 2015 (after adjustments for non-recurring items), which compares to full year 2014 Adjusted EBITDA of $25.4 million (after adjustments for non-recurring items); and

· An updated base case 2016 forecast shows the Partnership’s Adjusted EBITDA ranging from $54 million to $60 million, with common unit distribution coverage of 2.3x at the midpoint of this range.

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Management Commentary

"Despite a number of significant headwinds, we executed a plan to transform SPP in 2015 and exited the year with a well-positioned master limited partnership and arguably one of the most compelling investment opportunities in the energy space,”  said Gerald F. Willinger, Chief Executive Officer of SPP’s general partner. 

“On the heels of completing a challenging conversion process, we successfully closed and financed two significant transactions in 2015.  The first involved the acquisition of escalating working interests in producing assets in the Eagle Ford Shale from Sanchez Energy for approximately $85 million.  The second involved the acquisition of Western Catarina midstream assets from Sanchez Energy for approximately $345 million.  The Western Catarina Midstream Transaction resulted in a step-change in our business model and an asset base that is expected to generate approximately 60% of its Adjusted EBITDA from midstream activities this year.  As a resultof these transactions, we successfully restructured the Partnership’s balance sheet, expanded our bank group and hedging capabilities, developed a  strategic relationship with Stonepeak Infrastructure Partners, and initiated our first distribution on common units in November 2015.  With the contribution of the Western Catarina Midstream Transactionbeginning to impact our operating results in the fourth quarter 2015, we then increased our distribution by 1.5% in February of this year.”

"As we close the books on 2015, we are excited about the opportunities that lie ahead.  Given our liquidity position, the strength of our balance sheet, distress in the industry stemming from lower commodity prices, and a right of first offer and line of sight to $800 million in assets owned by Sanchez Energy, we see significant opportunities to grow the Partnership over time.  We believe our results in 2015 are a testament to the benefits of strong sponsorship and a committed team.  Building on these results, we currently forecast Adjusted EBITDA to range between $54 million and $60 million in 2016.  At the midpoint of this range, we  currently project common unit distribution coverage of 2.3x, which is quite good relative to what we see across our sector.We look forward to meeting new challenges this year, and in the years ahead, always with an eye toward creating value for our unitholders.”

Operating and Financial Results

The Partnership’s revenue totaled $26.1 million during the fourth quarter 2015.   Included in total revenue for the fourth quarter 2015 is revenue from midstream sales of $11.7 million and revenue from production activities totaling $5.5 million.  The balance of the Partnership’s fourth quarter 2015 total revenue came from hedge settlements ($5.8 million) and gains on mark-to-market activities ($3.1 million), which is a non-cash item.  For the full year 2015, the Partnership’s revenue totaled $68.4 million.

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The Partnership’s fourth quarter 2015production totaled336 MBOE for average net production of 3,650 BOE per day during the quarter.  Net oil and liquids production for the fourth quarter 2015, which accounted for approximately 31% of the Partnership’s total production during the quarter, was 1,149 barrels per day, which was down approximately 12% from the third quarter 2015.  For the full year 2015, the Partnership produced 1,428 MBOE, a decrease of approximately 5% compared to full year 2014 production.  Net oil and liquids production for the full year 2015 was 1,180 barrels per day, an increase of approximately 21% compared to full year 2014 results.

Operating expenses during the fourth quarter 2015 totaled $12.7 million, which includes $2.2 million in operating expenses related to midstream activities, $5.1 million in operating expenses related to production activities, and general and administrative expenses totaling $5.4 million. Operating expenses related to production activities during the fourth quarter 2015, which include lease operating expenses, production taxes, and cost of sales, averaged  $15.10 per BOE in the fourth quarter 2015, which compares to operating expenses of $15.74 per BOE in third quarter 2015 and $16.95 per BOE in the fourth quarter 2014.  For the full year 2015, operating expenses averaged $15.67 per BOE, which compares to operating expenses of $17.03 per BOE for the full year 2014.  General and administrative expenses during the fourth quarter 2015, excluding non-cash items related to unit-based compensation and asset management fees, totaled $4.5 million.  For the full year 2015, general and administrative expenses, excluding non-cash items related to unit-based compensation and asset management fees, totaled $22.7 million.  After adjustments for $8.7 million in non-recurring items related to employee severance ($4.4 million), litigation ($0.3 million), conversion to a limited partnership ($0.3 million), and transaction closings ($3.7 million), general and administrative expenses for the full year 2015 totaled $14.0 million.  This compares to $14.2 million for the full year 2014, which includesan adjustment of $1.0 million for a non-recurring item related to the conversion during 2014.

Adjusted EBITDA for the fourth quarter 2015 was approximately $12.0 million, which compares to $3.7 million in the third quarter 2015 after adjustments for non-recurring items in the third quarter 2015 related to litigation ($0.3 million) and the Western Catarina Midstream Transaction ($3.1 million), which closed in October 2015.  For the full year 2015, Adjusted EBITDA was $17.0 million before adjustments for non-recurring items and $25.8 million after $8.7 million in adjustments for non-recurring items related to employee severance, litigation, conversion to a limited partnership, and transaction closings.  This compares to Adjusted EBITDA for the full year 2014of $25.4 million aftera  $1.0 million adjustment for a non-recurring item related to the conversion.

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On a GAAP basis, the Partnership recorded a  net loss of $44.5 million for the fourth quarter 2015 and a  net loss of $137.0 million for the full year 2015.  Included in the net loss for the fourth quarter 2015 are expenses related to asset impairments totaling $41.1 million and a loss on embedded derivative expense, related to accounting for the Class B preferred units, of $10.0 million, which are not cash items.  Included in the net loss for the full year 2015 are expenses related to asset impairments totaling $125.7 million and the loss on embedded derivative expense of $10.0 million, which are non-cash items.

The Partnership’s capital spending during the fourth quarter 2015 totaled approximately $2.7 million.  For the full year 2015, the Partnership’s capital spending totaled approximately $4.0 million.

Credit Facility and Hedging Update

As of March 30, 2016, the Partnership has $109 million in debt outstanding under its credit facility, which has a borrowing base of $200 million.  The Partnership’s borrowing base is scheduled for redetermination by the lenders in the second quarter 2016.

For the period Jan.  1, 2016 through Dec. 31, 2016, the Partnership has hedged approximately 4.1 Bcf of its natural gas production at an effective NYMEX fixed price of approximately $4.14 per Mcf and approximately 441 MBbl of its crude oil production at an effective NYMEX fixed price of approximately $73.82per barrel.

COMMON UNITS

The Partnership had3,031,051 common units issued and outstanding as of March 30, 2016.

On Oct. 15, 2015, the Partnership notified the holders of its Class A preferred units of its election to convert the Class A preferred units pursuant to the terms of the partnership agreement effective March 31, 2016.  As a result, the Partnership’s issued and outstanding common unit count will increase by 1,169,441 common units upon conversion of the Class A preferred units on March 31, 2016.

On Nov. 12, 2015, the Partnership announced that the board of directors of its general partner approved a plan pursuant to which the Partnership may, from time to time, repurchase common units of SPP in open market or private transactions for an aggregate amount not to exceed $10 million.  Since implementing the plan in November 2015, the Partnership has repurchased approximately 0.4 million common units in open market transactions, for an aggregate amount (including transaction fees) of approximately $5.2 million.  The Partnership will cancel and retire 42,665 common units on March 31, 2016 in conjunction with the ongoing administration of the unit repurchase program.

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DISTRIBUTIONS

On Feb.  9, 2016, the Partnership declared a fourth quarter 2015 cash distribution on its common units of $0.4060 per unit ($1.6240 per unit annualized), which represents a 1.5% increase over the Partnership’s third quarter 2015 cash distribution on common units.  The Partnership also declared a fourth quarter 2015 paid-in-kind distribution of 2.5% on its Class A preferred units and a fourth quarter 2015 prorated cash distribution of $0.3815 per unit on its Class B preferred units.  The distributions were paid on Feb. 29, 2016 to holders of record on Feb. 19, 2016.

2016 FORECAST

In conjunction with reporting fourth quarter and full year 2015 results, the Partnershipupdated its 2016 forecast, originally published Nov. 12, 2015, to reflect current assumptions, market conditions, and commodity pricing.

Based on hedges in place and forward prices as of Dec. 31, 2015, the Partnership’s“base case forecast” estimates that 2016 Adjusted EBITDA will range from $54 million to $60 million, providing Distributable Cash Flow (“DCF”) of $13.5million to $19.5 million in 2016.  Based on these forecast results, and a  common unit count that includes conversion of the Class A preferred units to common units effective March 31, 2016,  the Partnership currently projects common unit distribution coverage will range from 1.9x to 2.8x, or 2.3x at the midpoint of the Partnership’s 2016 DCF forecast.

The Partnership’s base case forecast excludes contribution of the Mid-Continent assets, which have been targeted for divestiture.  No incremental asset acquisitions or divestitures are included in the Partnership’s base case forecast.  The base case forecast also assumes no additional units are repurchased in the open market under the Partnership’s $10 million unit repurchase program.

Conference Call Information

The Partnershipwill host a conference call at 10:00 a.m. (CDT) on Thursday, March 31, 2016 to discuss fourth quarter and full year 2015 results. 

To participate in the conference call, analysts, investors, media and the public in the U.S. may dial (888) 849-8924 shortly before 10:00 a.m. (CDT).  The international phone number is (773) 756-4804.  The conference password is PARTNERS.

A replay will be available beginning approximately one hour after the end of the call by dialing (866) 365-4157 or (203) 369-0224 (international).  A live audio webcast of the conference call and the earnings

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release will be available on the Partnership’s website (www.sanchezpp.com) under the Investor Relations page.  The call will also be recorded and archived on the site.

About the Partnership

Sanchez Production Partners LP (NYSE MKT: SPP) is a publicly-traded limited partnership focused on the acquisition, development, ownership and operation of midstream and other energy production assets.  The Partnership owns an oil and natural gas gathering and processing system located in the Eagle Ford Shale in Dimmit and Webb Counties, Texas.  The Partnership also currently owns producing reserves in the Eagle Ford Shale in South Texas, the Gulf Coast region of Texas and Louisiana, and across several basins in Oklahoma and Kansas.  The Partnership announced in March 2015 that is exploring the possible divestiture of its assets and operations in Oklahoma and Kansas.

Additional Information

Additional information about SPP can be found in the Partnership’s documents on file with the U.S. Securities and Exchange Commission  (www.sec.gov) and in the “Investor Presentation” available on the Partnership’s website(www.sanchezpp.com).  

The Partnershipanticipates that it will file its2015Form 10-Kwith the U.S. Securities Exchange Commissionon or about March 30, 2016.

Non-GAAP Measures

We present Adjusted EBITDA in addition to our reported net income (loss) in accordance with GAAP in this news release.  We also provide our earnings forecast in terms of Adjusted EBITDA and Distributable Cash Flow.

Adjusted EBITDA is a non-GAAP financial measure that is defined as net income (loss) adjusted by interest (income) expense, net; income tax expense (benefit); depreciation, depletion and amortization; asset impairments; accretion expense; (gain) loss on sale of assets; (gain) loss from equity investment; unit-based compensation programs; unit-based asset management fees; (gain) loss on mark-to-market activities; and (gain) loss on embedded derivative.Distributable Cash Flow is defined as Adjusted EBITDA less cash interest expense; distributions on preferred units; and maintenance capital.

Adjusted EBITDA and Distributable Cash Flow are used as quantitative standards by our management and by external users of our financial statements such as investors, research analysts and others to assess the financial performance of our assets without regard to financing methods, capital structure or historical cost basis; the ability of our assets to generate cash sufficient to pay interest costs and support our indebtedness;

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and our operating performance and return on capital as compared to those of other companies in our industry, without regard to financing or capital structure.  Adjusted EBITDA and Distributable Cash Flow are not intended to represent cash flows for the period, nor are they presented as a substitute for net income, operating income, cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP.

We are unable to reconcile our forecast range of Adjusted EBITDA or Distributable Cash Flow to GAAP net income, operating income or net cash flow provided by operating activities because we do not predict the future impact of adjustments to net income (loss), such as (gains) losses from mark-to-market activities and equity investments or asset impairments due to the difficulty of doing so, and we are unable to address the probable significance of the unavailable reconciliation, in significant part due to ranges in our forecast impacted by changes in oil and natural gas prices and reserves which affect certain reconciliation items.

Forward-Looking Statements

This press release contains, and the officers and representatives of the Partnership and its general partner may from time to time make, statements that are considered forward–looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934.  These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which may include statements about our: business strategy; acquisition strategy; financial strategy; anticipated effects of transactions; timing or ability to make, maintain and grow distributions; the ability of our customers to meet their drilling and development plans on a timely basis or at all and perform under gathering and processing agreements;future operating results, including our forecast of Adjusted EBITDA and Distributable Cash Flow; future capital expenditures; and plans, objectives, expectations, forecasts, outlook and intentions.  All of these types of statements, other than statements of historical fact included in this press release, are forward-looking statements.   In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” the negative of such terms or other comparable terminology.

The forward-looking statements contained in this press release are largely based on our expectations, which reflect estimates and assumptions made by our management.  These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors.  Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control.  In addition, management’s assumptions about future events may

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prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this press release are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur.  Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors listed in the “Risk Factors” section in our filings with the U.S.Securities and Exchange Commission and elsewhere in those filings.  The forward-looking statements speak only as of the date made, and other than as required by law, we do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise.  These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

PARTNERSHIP CONTACT

Charles C. Ward

Chief Financial Officer

Sanchez Production Partners GP LLC

(877)  847-0009

(Operating and Financial Highlights Follow)

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Sanchez Production Partners LP
Operating Statistics

	Three Months Ended Dec. 31,		Year Ended Dec. 31,
	2015	2014	2015	2014
Net Production in MBOE:
Total production (MBOE)	336	374	1,428	1,509
Average daily production (BOE/D)	3,650	4,063	3,913	4,133
Average Sales Price per BOE:
BOE Net realized price, including hedges (1)	$ 34.27	$ 36.98	$ 35.18	$ 41.05
BOE Net realized price, excluding hedges (2)	$ 17.05	$ 27.77	$ 20.92	$ 36.00

(1) Excludes impact of mark-to-market gains (losses)

(2) Excludes all hedges, the impact of mark-to-market gains (losses).

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Sanchez Production Partners LP
Condensed Consolidated Statements of Operations

	Three Months Ended Dec. 31,		Year Ended Dec. 31,
	2015	2014	2015	2014
	($ in thousands)		($ in thousands)
Oil, liquids, and gas sales	$ 11,264	$ 14,499	$ 51,923	$ 65,043
Gathering and transportation sales	11,725	-	11,725	-
Gain on mark-to-market activities	3,109	17,547	4,780	12,229
Total revenues	26,098	32,046	68,428	77,272
Operating expenses:
Lease operating expenses	4,536	5,414	19,988	21,012
Gathering and transportation operating expenses	2,176	-	2,176	-
Cost of sales	126	289	595	1,487
Production taxes	396	637	1,792	3,200
General and administrative	5,440	3,557	26,109	16,499
Loss on sale of assets	-	246	(111)	223
Depreciation, depletion and amortization	5,486	4,327	14,536	17,533
Asset impairments (1)	41,062	5,187	125,726	5,424
Accretion expense	317	153	1,099	604
Total operating expenses	59,539	19,810	191,910	65,982
Other expenses:
Interest expense	1,767	507	4,207	2,076
Loss on embedded derivatives	9,982	-	9,982	-
Other expense (income)	(718)	(69)	(670)	(289)
Total expenses, net	70,570	20,248	205,429	67,769
Income (loss) before income taxes	(44,472)	11,798	(137,001)	9,503
Income tax expense	52	-	55	-
Net income (loss)	(44,524)	11,798	(137,056)	9,503
Less:
Preferred unit paid-in-kind distributions	(456)	-	(1,425)	-
Preferred unit dividends	(7,418)	-	(7,418)
Preferred unit amortization	(7,424)		(8,919)
Net income (loss) attributable to common unitholders	$ (59,822)	$ 11,798	$ (154,818)	$ 9,503
Adjusted EBITDA	$ 11,961	$ 4,753	$ 17,049	$ 24,432
Net income (loss) per unit prior to conversion (2)
Class A units - Basic	$ -	$ 0.49	$ (0.38)	$ 0.25
Class B units - Basic	$ -	$ 0.40	$ (0.31)	$ 0.33
Class A units - Diluted	$ -	$ 0.49	$ (0.38)	$ 0.25
Class B units - Diluted	$ -	$ 0.40	$ (0.31)	$ 0.33
Weighted Average Units Outstanding prior to conversion (2)
Class A units - Basic	-	48,451	48,451	76,326
Class B units - Basic	-	2,864,819	2,879,163	2,843,159
Class A units - Diluted	-	48,451	48,451	76,326
Class B units - Diluted	-	2,874,902	2,879,163	2,853,241
Net income (loss) per unit after conversion (2)
Common units - Basic and Diluted	$ (19.95)	$ -	$ (50.10)	$ -
Weighted Average Units Outstanding after conversion (2)
Common units - Basic	2,999,194	-	3,071,587	-

(1) 2015 amounts include $1,866 of exploration costs related to impairment of unproved property.

(2) Amounts adjusted for 1-for-10 reverse split completed August 3, 2015. 

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Sanchez Production Partners LP
Condensed Consolidated Balance Sheets

	Dec. 31,	Dec. 31,
	2015	2014
	($ in thousands)
Current assets	$ 32,901	$ 27,300
Oil and natural gas properties, net of accumulated
depreciation, depletion, amortization and impairments	227,054	135,310
Other assets	213,436	10,637
Total assets	$ 473,391	$ 173,247
Current liabilities	$ 9,012	$ 6,893
Long-term debt	107,000	42,500
Other long-term liabilities	213,441	17,031
Total liabilities	329,453	66,424
Mezzanine equity	172,111	-
Members' equity	-	106,823
Partners' capital	(28,173)	-
Total members’ equity/partners' capital	(28,173)	106,823
Total liabilities and members’ equity/partners' capital	$ 473,391	$ 173,247

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Sanchez Production Partners LP
Reconciliation of Net Income (Loss) to
  Adjusted EBITDA

	Three Months Ended Dec. 31,		Year Ended Dec. 31,
	2015	2014	2015	2014
	($ in thousands)		($ in thousands)
Reconciliation of Net Income (Loss) to
Adjusted EBITDA:
Net income (loss)	$ (44,524)	$ 11,798	$ (137,056)	$ 9,503
Add:
Interest expense, net	1,767	507	4,207	2,076
Income tax expense	52	-	55	-
Depreciation, depletion and amortization	5,486	4,327	14,536	17,533
Asset impairments (2)	41,062	5,187	125,726	5,424
Accretion expense	317	153	1,099	604
(Gain) loss on sale of assets	-	246	(111)	223
Unit-based compensation programs	(9)	82	2,454	1,298
Unit-based asset management fees	937	-	937	-
Gain on mark-to-market activities	(3,109)	(17,547)	(4,780)	(12,229)
Loss on embedded derivatives	9,982	-	9,982	-
Adjusted EBITDA (1)	$ 11,961	$ 4,753	$ 17,049	$ 24,432
	Three Months Ended Sept. 30,
	2015	2014
	($ in thousands)
Reconciliation of Net Income (Loss) to
Adjusted EBITDA:
Net income	$ 7,795	$ 5,655
Add:
Interest expense, net	672	511
Income tax expense	3	-
Depreciation, depletion, amortization and exploration costs	2,851	4,836
Asset impairments	937	43
Accretion expense	265	151
Gain on sale of assets	2	-
Unit-based compensation programs	75	86
Gain on mark-to-market activities	(12,305)	(5,594)
Adjusted EBITDA (1)	$ 295	$ 5,688

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(1) Our Adjusted EBITDA should not be considered as an alternative to net income, operating income, cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Our Adjusted EBITDA excludes some, but not all, items that affect net income and operating income and these measures may vary among other companies. Therefore, our Adjusted EBITDA may not be comparable to similarly titled measures of other companies.

We define Adjusted EBITDA as net income (loss) plus:

-- interest (income) expense, net which includes:

  -- interest expense;

  -- interest  expense net (gain) loss on interest rate derivative contracts; and

  -- interest  (income);

-- income tax expense (benefit);

-- depreciation, depletion and amortization;

-- asset impairments;

-- accretion expense;

-- (gain) loss on sale of assets;

-- (gain) loss from equity investment;

-- unit-based compensation programs;

-- unit-based asset mananagement fees;

-- (gain) loss on mark-to-market activities; and

-- (gain) loss on embedded derivatives.

(2) 2015 amounts include $1,866 of exploration costs related to impairment of unproved property.

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EX-99.2

Quality Assets. Disciplined Management. Investor Presentation www.sanchezpp.com March 2016

Legal Disclaimers Forward-Looking Statements This presentation contains, and the officers and representatives of the Partnership and its general partner may from time to time make, statements that are considered forward–looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which may include statements about our: business strategy; acquisition strategy; financial strategy; ability to make, maintain and grow distributions; the ability of our customers to meet their drilling and development plans on a timely basis or at all and perform under gathering and processing agreements; future operating results, including our forecast of Adjusted EBITDA and Distributable Cash Flow; future capital expenditures; and plans, objectives, expectations, forecasts, outlook and intentions. All of these types of statements, other than statements of historical fact included in this presentation, are forward-looking statements. In some cases, forward-looking statements can be identified by terminology such as “may,” “will,” “could,” “should,” “expect,” “plan,” “project,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” the negative of such terms or other comparable terminology. The forward-looking statements contained in this presentation are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this presentation are not guarantees of future performance, and we cannot assure any reader that such statements will be realized or the forward-looking events and circumstances will occur. Actual results may differ materially from those anticipated or implied in the forward-looking statements due to factors listed in the “Risk Factors” section in our filings with the U.S. Securities and Exchange Commission (“SEC”) and elsewhere in those filings. The forward-looking statements speak only as of the date made, and other than as required by law, we do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf. Oil and Gas Reserves The SEC requires oil and gas companies, in filings with the SEC, to disclose “proved oil and gas reserves” (i.e., quantities of oil and gas that are estimated with reasonable certainty to be economically producible) and permits oil and gas companies to disclose “probable reserves” (i.e., quantities of oil and gas that are as likely as not to be recovered) and “possible reserves” (i.e., additional quantities of oil and gas that might be recovered, but with a lower probability than probable reserves). Investors are urged to consider closely the disclosure in Sanchez Production Partners’ Annual Report on Form 10-K for the most recent fiscal year. 2 © 2016 Sanchez Production Partners LP

Overview © 2016 Sanchez Production Partners LP

SPP’s Transformation Challenge:  Orphan MLP with no sponsor  Significant leverage with no ability to grow Asset base:  Legacy PDP production  Dominated by dry gas assets acquired in the 2007-08 timeframe Distributions:  Suspended in 2009    Production 100%  EV: ~ $70 MM (1) (As of 6/30/2013) Challenge met:  Sponsored partnership — Shared Services Agreement with SP Holdings, LLC; supported by the SOG operating platform — ROFO on significant, identified acquisition inventory  Executed transactions with SEPI and SN to deleverage and grow cash flows Asset base:  Fixed fee gathering and processing assets with long-term minimum volume commitments  Eagle Ford EWI and other Gulf Coast production assets  Other legacy production assets (Mid-Continent) Distributions:  An initial quarterly distribution per unit (“DPU”) of $0.4000 was paid in November 2015  A DPU of $0.4060, a 1.5% increase over the prior quarter, was paid in February 2016  Produ tion 40% Midstream 60%  EV: ~ $500 MM (1) (As of 12/31/2015)  4 (1) See Slide 12 (2) Reflects anticipated contribution to 2016 base case Adjusted EBITDA forecast (as updated 3/30/2016) before G&A expenses; See Slide 23 “SOG” refers to Sanchez Oil & Gas Corporation; “SN” refers to Sanchez Energy Corporation (NYSE: SN); “SEPI” refers to Sanchez Energy Partners I, LP, a SOG-operated private company © 2016 Sanchez Production Partners LP Adjusted EBITDA (2) The New Sanchez Production Partners ROFO on Significant, Identified Acquisition Inventory Closed First Midstream Transaction With SN (Oct-15) Closed First Production Transaction With SN (Mar-15) Converted from LLC to LP (Mar-15) Established Relationship With SOG (Aug-13) Adjusted EBITDA The Old SPP / Constellation Energy Partners Steps of the Transformation

2016 Forecast ( 1 ) Lo w Mid p o in t H ig h Base Case ( $ MM) A d ju sted EBI TD A $ 5 4 . 0 $ 5 7 . 0 $ 6 0 . 0 D istr ib u tab le Cash F lo w ( 2 ) Co mmo n Un it D istr ib u tio n s $ 1 3 . 5 $ 1 6 . 5 $ 1 9 . 5 $ 7 . 0 $ 7 . 0 $ 7 . 0 D istr ib u tio n Co ver ag e Ratio 1 . 9 x 2 . 3 x 2 . 8 x NOT E S: ( 1) D e v e l ope d usi ng the f ol l owi ng k e y a ssum pti ons: - - H e dg e s i n pl a c e a nd f or wa r d pr i c e s a s of 12/ 31/ 2015 E x c l ude s c ontr i buti on of the M i d-C onti ne nt a sse ts, whi c h ha v e be e n ta r g e te d f or di v e sti tur e No i nc r e m e nta l a sse t a c qui si ti ons or di v e sti tur e s No a ddi ti ona l c om m on uni t r e pur c ha se s - - ( 2) A dj uste d E B I T D A , l e ss: - - - C a sh i nte r e st e x pe nse of $3. 1 M M ; D i str i buti ons on C l a ss B Pr e f e r r e d Uni ts of $35. 0 M M ; a nd M a i nte na nc e c a pi ta l of $2. 4 M M 5 See also SPP Hedging Program, Slide 22; Non-GAAP Financial Measures, Slide 23 © 2016 Sanchez Production Partners LP

Investment Highlights © 2016 Sanchez Production Partners LP

SPP Investment Highlights Enterprise Value (1) ~ $500.0 MM Market Price $13.00/Unit (12/31/2015) (DE) $200 MM Assets 7 (1) See Slide 12 (2) Reflects anticipated contribution to 2016 base case Adjusted EBITDA forecast (as updated 3/30/2016) before G&A expenses; See Slide 23 © 2016 Sanchez Production Partners LP SOG Operating Platform 86.2% Class A ($17.4 MM Face) SP Holdings, LLC 100%13.8% Sanchez Production Partners GP LLC (DE) 100% GP Shared Services Agreement / IDRs Sanchez Production Partners LP (NYSE MKT: SPP) Credit Facility Borrowing Base Western Catarina Midstream Assets EFS/Gulf Coast Assets Mid-Continent Preferred Unitholders Class B ($350 MM Face) Sanchez Family, SOG & Insiders (LP Interests) Public Unitholders (LP Interests) Organizational Structure As of 12/31/2015 Adjusted EBITDA: –Midstream (2) 60% –Production (2) 40% As of 3/29/2015 Yield (Annualized)12.5% Visible Growth  Identified acquisition inventory of midstream and production assets with value > $0.8 billion  Growth profile supports distribution growth over time  Significant liquidity to fund growth Premier Asset Base With Stable Distributable Cash Flow  15 year fixed fee gathering agreement with minimum volume commitments  Well structured portfolio of production assets  Limited commodity price exposure through active hedging  Minimal capital requirements Well-Sponsored Partnership  Aligned with Sanchez Energy Corporation (“SN”) and Sanchez Oil & Gas Corporation (“SOG”)  Low cost operator with strategically located assets in a highly prolific and economic basin  ROFO on SN midstream assets stemming from continued development Capital Optimization Focus  Well-bore interests with flat production profile, no drilling requirements, no maintenance capital and no incremental G&A expense  Well-hedged, stable cash flow profile for rolling five year periods  Facilitates the cycling of capital to optimize the value of portfolio assets Conservative Financial Management  Target Debt / Adjusted EBITDA of < 3.0x  Target distribution coverage of 1.2x  Target borrowing base utilization of < 80%

Visible Growth 2012 2013 2014 2015 2016 and Beyond lead to growth and enhanced performance (May-14) Cash Flowing Assets Monetized Proceeds Reinvested Additional Stable Cash Flows increased 1.5% to (IPO Dec-06 as “CEP”) 8 * Sanchez Energy Partners I, LP, a SOG-operated private company © 2016 Sanchez Production Partners LP Yield/Distributions NYSE MKT: SPP CEP asset base managed without a sponsor; significant leverage with no ability to grow Business development relationship between SPP and SOG, a committed sponsor, initiated Shared Services Agreements executed and implemented; CEP (public LLC) is rebranded “SPP” LLC-LP conversion implemented with the overwhelming support of SPP’s unitholders (Mar-15) Quarterly DPU initiated at $0.4000/unit (Nov-15) Quarterly DPU $0.4060/unit (Feb-16) CEP Acquires Gulf Coast Assets from SEP I, LP* (Aug-13) SPP acquires Palmetto EWI assets from SN (Mar-15) SPP acquires Western Catarina Midstream assets from SN (Oct-15) Other targets with value > $0.8 B identified by SN (Ongoing) SN grows its Eagle Ford asset base, through the drill bit and acquisitions SN acquires Catarina assets from Shell Ongoing Eagle Ford development expected to Development/Growth NYSE: SN (IPO Dec-11)

Premier Asset Base Western Catarina Midstream Assets SPP Production Assets    Located in a dedication area covering approximately 35,000 net acres in Dimmit and Webb Counties, TX Gulf Coast non-operated assets acquired from Sanchez Energy Partners I, LP in 2013 Eagle Ford Shale (“EFS”) assets acquired from SN in 2015 Mid-Continent assets:    Includes over 150 miles of gathering    lines (4” to 12” diameter), compressors, tanks, vessels and other miscellaneous production equipment Supports production activities across SN’s Catarina asset Long-term fee-based throughput and gathering agreement with SN  ‒ Cherokee Basin operated and non-operated assets  ‒ Other non-operated assets, including Woodford Shale assets and Central Kansas Uplift assets  Houston,Texas Headquarters % Adjusted EBITDA (1) Total Proved Reserves (2) • EFS / Gulf Coast Assets (2) 60% N/A 40% 15,327 MBOE* 5,252 MBOE (95% PDP)* Targeted for Divestiture 9 (1) Reflects anticipated contribution to 2016 base case Adjusted EBITDA forecast (as updated 3/30/2016) before G&A expenses; See Slide 23 (2) As of 12/31/2015 based on forward prices © 2016 Sanchez Production Partners LP • Mid-Continent Assets (2) 10,075 MBOE (36% PDP)* Production Midstream Asset Base Sanchez Production Partners LP

Well-Sponsored Partnership Sanchez Oil & Gas Corporation (“SOG”) | 1972  Private operating platform with ~ 200 employees  Experienced management  Technical and operational expertise  Active business development Sanchez Energy Corporation (2) (NYSE: SN) | 2011 (IPO) Sanchez Production Partners (NYSE MKT: SPP) | 2006 (IPO) Right of First Offer  Structure: Public C-Corp  Enterprise Value: > $1.7 billion  Asset Focus: Oil resource focus  Eagle Ford Shale  Tuscaloosa Marine Shale  1P Reserves: 128 MMBOE (at 12/31/2015)  Production: 58,115 BOE/D (15Q4 Average)  Net Acres: ~ 200,000  Acquired $1.1 billion in assets since IPO  Credit Rating (Sr. Unsecured): B / Caa2 Structure: Publicly-traded limited partnership Enterprise Value: ~ $500 MM (3) Asset Focus: Stable cash producing assets  Gathering and processing midstream assets  Escalating working interests Integrated approach to visible growth Initial quarterly DPU of $0.4000 was paid in November 2015 A quarterly DPU of $0.4060, a 1.5% increase over the prior quarter, was paid in February 2016            10 (1) Covers operational and technical support and business development activities; includes allocation of G&A (2) Source: SN Corporate Presentation – February 2016; SN market data as of 2/23/2016 (3) See Slide 12 © 2016 Sanchez Production Partners LP Yield / Distributions Development / Growth Shared Services and Business Development Relationships (1) Operations and Technical Support

Capital Optimization Focus 1 4 Growth at SPP generates currency for SN’s future growth SN invests capital in development drilling and acquisitions Capital Deployed Perpetuates Growth Platform Produces growth in production, infrastructure and cash flow  Initial Cash Flow to SN Improves Credit Metrics Assets Divested Development/Growth Yield/Distributions Transaction Value Exchanged Optimizes Cost of Capital 3 Cash flows at SPP valued on yield  Ability to pay market price to SN while capturing economic uplift for SPP  Ability to show accretion 2 Assets sold to SPP Accelerates Cash Proceeds to SN Large inventory of mature cash producing assets fit best in the MLP model Provides Stable Cash Flows To SPP  11 © 2016 Sanchez Production Partners LP

Conservative Financial Management 6 / 3 0 / 2 0 1 3 ( 1 ) 1 2 / 3 1 / 2 0 1 5 ($ in 000’s unless noted) Cash & Cash Eq u ivalen ts $ 9,541 $ 6,571 Bor r owin g Cap acity = Borrowing Base - Debt Outstanding $ 21,000 $ 93,000 55,000 34,000 200,000 107,000 Total Liq u id ity = Borrowing Capacity + Cash & Equivalents $ 30,541 $ 99,571 21,000 9,541 93,000 6,571 Net D eb t = Debt Outstanding - Cash & Equivalents $ 24,459 $ 100,429 34,000 9,541 107,000 6,571 En ter p r ise V alu e = Market Capitalization, Common Units (2),(3) + Class A Preferred Units (4) + Class B Preferred Units + Net Debt $ 69,964 $ 514,768 44,595 910 - 24,459 46,084 18,255 350,000 100,429 12 (1) Quarter-end preceding SPP’s acquisition of Gulf Coast non-operated assets from Sanchez Energy Partners I, LP (2) Based on ~2.4 MM units outstanding at an $18.80/unit closing price of SPP on NYSE MKT (adjusted for the 1:10 reverse split effective 8/4/2015) as of 6/30/2013 (3) Based on ~3.2 MM units outstanding at a $14.22/unit closing price of SPP on NYSE MKT as of 12/31/2015 (4) Represents the value of contributed capital plus paid in kind distributions as of the date shown, valued at a $16.00/unit notional conversion price (as adjusted for the 1:10 reverse split effective 8/4/2015) © 2016 Sanchez Production Partners LP Net D eb t / En ter p r ise V alu e35%20%

Appendix I Escalating Working Interest Advantage © 2016 Sanchez Production Partners LP

EWI Case Study: Repeatable “Win/Win” Structure(1) $ 6.0 Eagle Ford wells are characterized by fast payback during a period of steep decline followed by a longer period of stable cash flow and low decline for the remaining life of the well Years 0 - 2 = ~ 40% of production and 60% of present value Years 2+ = ~ 60% of production and 40% of present value In this example, over the full life of the well the developer expects: NPV $4.1 MM IRR 67%  $ 5.0 $ 4.0 $ 3.0 $ 2.0  $ 1.0 $ 0.0 0 12 24 36 48 60 72 84 96 108 120 MMoonntths From the Seller’s perspective, monetization of a portion of the $ 6.0  well’s stable cash flow in an EWI structure enhances realized rates of return and provides capital for redeployment in the asset base In this example, the sale of the EWI results in: NPV $4.1 MM (unchanged) $ 5.0 $ 4.0  $ 3.0 $ 2.0  $ 1.0 $ 0.0 0 12 24 36 48 60 72 84 96 108 120 MMoonntthhss $ 6.0 From the MLP Buyer’s perspective, the purchase of an EWI, together with hedging (at closing) of the resulting “levelized” production from the asset, provides stable cash flow to support distributions over time while mitigating the need for maintenance capital  $ 5.0 $ 4.0 $ 3.0 $ 2.0 $ 1.0 $ 0.0 14 0 12 24 36 48 60 72 84 96 108 120 MMoonntths (1) Assumes initial well cost of $4.5 MM; Three year EWI sold in Year 2 at PV10; Flat price deck of $55/BBL and $3.50/MCFE; 25% NGL realization; Catarina type curve © 2016 Sanchez Production Partners LP Remaining PV ($mm) Cash Flow Remaining PV ($mm) Cash Flow Remaining PV ($mm) Cash Flow EWI Buyer Achieves Stable Cash Flow, Which Supports Distributions EWI – MLP Buyer’s Perspective IRR 89% EWI Seller Achieves Payback, Monetizes FCF For Redeployment, and Enhances IRR EWI – Seller’s Perspective PV10 CF t=0 Mo. $4.1 MM Typical Eagle Ford Well

SPP Eagle Ford Acquisition Illustrated below, the SPP Eagle Ford Acquisition was structured to offset natural production declines, minimize maintenance capital requirements, and maintain more stable cash flows over the life of the asset for SPP The escalating working interests acquired from SN are expected to “levelize” production to SPP in years one through five Hedges covering a high percentage of production in years one through five, executed by SN, were novated to SPP at closing      SPP PDP PDP Total EWI Year = 1 2 3 4 5 15 * Factors shown exclude natural gas liquids production © 2016 Sanchez Production Partners LP MBOE Per Year H e dg e s a s a % of A c qui r e d I nte r e sts* 95. 0% 90. 0% 85. 0% 85. 0% 80. 0% A v g . Wor k i ng I nte r e st 18. 2% 26. 1% 33. 5% 40. 6% 47. 5% 47. 5% 47. 5% 47. 5% 47. 5% 47. 5% A v g . Ne t R e v e nue I nte r e st 13. 2% 18. 9% 24. 2% 29. 4% 34. 3% 34. 3% 34. 3% 34. 3% 34. 3% 34. 3% % PD P T ota l Shown A bov e 33. 1% 50. 7% 66. 2% 80. 9% 95. 0% 95. 0% 95. 0% 95. 0% 95. 0% 95. 0% SPP R e c e i v e s: 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024+ SN Retains SPP Owns Stable Cash Flow, Low Decline In this EWI structure (closed in Mar-15), SPP’s WI increases annually which, when applied to the production total, yields flat SPP production in EWI Years 1 - 5

SPP Eagle Ford Acquisition (Closed March 2015) Field Trend Type Curve Geology Producing Horizon 16 Source: Graphics from the SN Corporate Presentation – December 2014; Transaction details provided by SN and verified by SPP Note: All data shown is as of 3/31/2015, the date of transaction closing © 2016 Sanchez Production Partners LP LEF BUDA UEF Palmetto Well Characteristics EURs (MBOE)450 – 750 % Oil / Liquids75% / 89% Assets Included In Transaction Trend Eagle Ford Shale Field Palmetto Location (County) Gonzales County, TX Type Wellbore Interests Operator Marathon Well (Reserve) Type Producing (PDP Only) Well Count 59 Transaction Structure Escalating Working Interests Avg. WI / NRI – Year 1 18.3% / 13.2% Avg. WI / NRI – Years 5+ 47.5% / 34.3% Forecast Net Production , 2015 through 2019 ~1,000 BOE/D Producing HorizonsUpper Eagle Ford, Lower Eagle Ford Asset Mix, 2015-19 84.2% Oil/Liquids, 15.8% Natural Gas Asset Mix, Life Cycle 83.9% Oil/Liquids, 16.1% Natural Gas % PV10 Value Years 1 – 5 63.3%

Appendix II Western Catarina Midstream Transaction © 2016 Sanchez Production Partners LP

Catarina Overview 18 Source: SN Corporate Presentation – February 2016 © 2016 Sanchez Production Partners LP • 700+ Potential Locations • 600-1200 Mboe EUR • Extension into South Central Lower Eagle Ford Upper Eagle Ford • 150+ Potential Locations • 7 wells in stacked pilots drilled to date • High oil yields of 250 Bbl/MMcf Middle Eagle Ford • 500+ potential Locations • Large Stacked Pay Application • Production in line with LEF Type Curve

Western Catarina Midstream Asset Overview (ranging in diameter from 4” to 12”) which include: ~ 25,000 BBL storage capacity  delivered to Gardendale Terminal to Corpus Christi Kinder Morgan  (1) Covers ~ 85,000 net development acres © 2016 Sanchez Production Partners LP Western Catarina Dedicated Acreage Dedicated Acreage  ~ 35,000 acres (1) 19 Pipeline Assets  ~ 150 miles of gathering lines Facilities  Four main gathering and processing facilities,  Eight stabilizers (5,000 BBL/D)  NGL pressurized storage  ~ 18,000hp compression  ~ 300 MMCF/D dehydration capacity Interconnections  Crude oil:  Plains All American Pipeline header system  Connectivity to all four takeaway pipelines  Natural gas:  Southcross Energy  Energy Transfer  Enterprise Products  Targa Resources  Interconnections located at each of the four main processing facilities Capacity  Condensate: 40,000 BBL/D  Natural Gas: 200 MMCF/D  Gathering and processing assets originally constructed by Royal Dutch Shell as part of the infrastructure for the development of the Catarina Field  Development and construction of the assets were promulgated under rights embedded in the lease agreement  Pipeline capacity can be easily expanded through small compression projects at nominal costs (~$1 MM/year in growth capital planned) Asset Overview Asset Details

Western Catarina Midstream Transaction Buyer: Sanchez Production Partners LP (“SPP”)  Seller: SN Catarina, LLC, a wholly-owned subsidiary of Sanchez Energy Corp. (“SN”)  Purchase Price: ~ $345 MM  Effective Date: 10/14/2015  Closed: 10/14/2015  Assets: All of the issued and outstanding membership interests in Catarina Midstream, LLC, which owns ~ 150 miles of gathering lines, compressors, tanks, vessels and other gathering and processing infrastructure in Dimmit and Webb Counties, TX  Transaction Agreement: Purchase and Sale Agreement; includes right of first offer on additional midstream asset sales by SN  Gathering Agreement: Effective upon closing; 15 year term with fixed rates and a five year “Minimum Quarterly Quantity”  Dedicated Acreage: ~ 35,000 acres in Western Catarina, SN’s most active development area  Operations: Managed with the support of SOG since SN’s June 2014 acquisition  Financing Overview: Financed through a preferred equity raise with Stonepeak Infrastructure Partners and available cash with incremental new debt capacity reserved for future growth  20 © 2016 Sanchez Production Partners LP

Appendix III Other Information © 2016 Sanchez Production Partners LP

SPP Hedging Program SPP intends to hedge a high percentage of PDP for up to five years SPP’s hedge strategy primarily utilizes swaps and costless collars, as warranted by market conditions Hedges executed with SPP’s lenders and subject to limitations in SPP’s Credit Facility Hedges in place result in the following fixed price positions, which were in-the-money ~ $31 MM as of 12/31/2015:        22 (1) As of 12/31/2015 (2) NYMEX swaps NOTE: The Partnership accounts for derivatives using the mark-to-market accounting method © 2016 Sanchez Production Partners LP H e dg e Posi ti ons ( 1 )2016201720182019 Natural Gas Hedges(2) $/MMbtu4.143.523.583.62 MMbtu4,108,556296,048295,683277,888 Crude Hedges(2) $/Bbl73.8264.8065.4065.65 Bbl441,239213,003212,555199,768

Non-GAAP Financial Measures Use of Non-GAAP Financial Measures – Historic Financials: EBITDA and Adjusted EBITDA are non-GAAP financial measures that are reconciled to their most comparable GAAP financial measure under Reconciliation of Non-GAAP Financial Measures in this presentation. The reconciliations are only intended to be reviewed in conjunction with the presentation to which they relate. EBITDA is defined as net income (loss) adjusted by interest (income) expense, net; income tax expense (benefit); depreciation, depletion and amortization; asset impairments; and accretion expense. Adjusted EBITDA is defined as EBITDA adjusted by (gain) loss on sale of assets; (gain) loss from equity investment; unit-based compensation programs; unit-based asset management fees; (gain) loss from mark-to-market activities; and (gain) loss on embedded derivative. Distributable Cash Flow is defined as Adjusted EBITDA less cash interest expense; distributions on preferred units; and maintenance capital. These financial measures are used as quantitative standards by our management and by external users of our financial statements such as investors, research analysts and others to assess the financial performance of our assets without regard to financing methods, capital structure or historical cost basis; the ability of our assets to generate cash sufficient to pay interest costs and support our indebtedness; and our operating performance and return on capital as compared to those of other companies in our industry, without regard to financing or capital structure. These financial measures are not intended to represent cash flows for the period, nor are they presented as a substitute for net income, operating income, cash flows from operating activities or any other measure of financial performance or liquidity presented in accordance with GAAP. Use of Non-GAAP Financial Measures – Forecast Financials: In addition to Adjusted EBITDA, we provide a forecast of Distributable Cash Flow in this presentation. Distributable Cash Flow is defined as Adjusted EBITDA less cash interest expense; distributions on preferred units; and maintenance capital. We are unable to reconcile our forecast range of Adjusted EBITDA or Distributable Cash Flow to GAAP net income, operating income or net cash flow provided by operating activities because we do not predict the future impact of adjustments to net income (loss), such as (gains) losses from mark-to-market activities and equity investments or asset impairments due to the difficulty of doing so, and we are unable to address the probable significance of the unavailable reconciliation, in significant part due to ranges in our forecast impacted by changes in oil and natural gas prices and reserves which affect certain reconciliation items. Summary of Non-GAAP Financial Measures : 23 © 2016 Sanchez Production Partners LP Non-GAAP Measure Slide(s) Where Used in Presentation Most Comparable GAAP Measure Slide Containing Reconciliations Adjusted EBITDA, EBITDA 5, 24 Net Income 25

Recent Financial Results 24 (1) Includes lease operating expenses, cost of sales and production taxes (2) Includes loss (gain) on asset sale and loss on embedded derivative, which are non-cash items (3) Includes accretion expense and asset impairments, which are non-cash items (4) Includes litigation charges of $0.3 MM, transaction charges of $1.2 MM, and out of period charges of $1.9 MM in 15Q3 See Reconciliation Items, Slide 25 © 2016 Sanchez Production Partners LP 1 5 Q 4 vs. 1 5 Q 3 ($ in 000’s unless noted) 1 5 Q 4 1 5 Q 3 P r o d u ctio n ( MBOE) 336 367 Oil and gas sales $ 11,264 $ 13,320 Midstream sales 11,725 - Gain (loss) on mark-to-market activities 3,109 12,305 Reven u e $ 26,098 $ 25,625 Operating expenses, production(1) 5,058 5,776 Operating expenses, midstream 2,176 - General and administrative expenses 5,440 7,376 Other (income) expense(2) 9,264 (50) EBI TD A $ 4,160 $ 12,523 DD&A(3) 46,865 4,053 Interest expense, net 1,767 672 Income tax expense 52 3 Net in co me ( lo ss) $ (44,524) $ 7,795 1 5 Q 4 vs. 1 4 Q 4 1 5 Q 4 1 4 Q 4 336 374 $ 11,264 $ 14,499 11,725 - 3,109 17,547 $ 26,098 $ 32,046 5,058 6,340 2,176 - 5,440 3,557 9,264 177 $ 4,160 $ 21,972 46,865 9,667 1,767 507 52 - $ (44,524) $ 11,798 A d ju sted EBI TD A , A s Rep o r ted $ 11,961 $ 295 A d d Back: No n - Recu r r in g I tems ( 4 ) - 3,406 Eq u als: A d ju sted EBI TD A Exclu d in g No n - Recu r r in g I tems $ 11,961 $ 3,701 $ 11,961 - $ 11,961 $ 4,753 - $ 4,753

Reconciliation Items 25 (1) Includes accretion expense and asset impairments (2) Includes $1.0 MM in charges related to the implementation of the Services Agreements in 14Q2; employee severance charges of $4.4 MM, transaction charges of $0.6 MM, conversion charges of $0.3 MM, and litigation charges of less than $0.1 MM in 15Q1; and litigation charges of $0.3 MM, transaction charges of $1.2 MM, and out of period charges of $1.9 MM in 15Q3; Excluding these non-recurring items in the quarterly results shown, 15Q1 Adjusted EBITDA was $4.9 MM and 15Q3 Adjusted EBITDA was $3.7 MM; Excluding these non-recurring items in year-to-date results, YTD 14Q4 Adjusted EBITDA was $25.4 MM and YTD 15Q4 Adjusted EBITDA was $25.8 MM © 2016 Sanchez Production Partners LP Re c o n c i l i a t i o n o f N e t I n c o m e ( L o s s ) t o A d j u s t e d E BI T D A ( $ i n 0 0 0 s ) N e t i n c o m e ( l o s s ) I n t e r e s t e x p e n s e , n e t I n c o m e t a x e x p e n s e D D & A ( 1 ) E BI T D A ( G a i n ) l o s s o n s a l e o f a s s e t s U n i t - b a s e d c o m p e n s a t i o n p r o g r a m s U n i t - b a s e d a s s e t m a n a g e m e n t f e e s ( G a i n ) l o s s o n m a r k - t o - m a r k e t a c t i v i t i e s L o s s o n e m b e d d e d d e r i v a t i v e A d j u s t e d E BI T D A ( 1 ) , ( 2 ) 1 4 Q 4 Y T D 1 4 Q 4 $ 11,798 $ 9,503 507 2,076 - - 9,667 23,561 $ 21,972 $ 35,140 246 223 82 1,298 - - (17,547) (12,229) - - $ 4,753 $ 24,432 1 5 Q 1 1 5 Q 2 1 5 Q 3 1 5 Q 4 Y T D 1 5 Q 4 $ (89,986) $ (10,341) $ 7,795 $ (44,524) $ (137,056) 646 1,122 672 1,767 4,207 - - 3 52 55 86,238 4,205 4,053 46,865 141,361 $ (3,102) $ (5,014) $ 12,523 $ 4,160 $ 8,567 (59) (54) 2 - (111) 1,992 396 75 (9) 2,454 - - - 937 937 732 9,902 (12,305) (3,109) (4,780) - - - 9,982 9,982 $ (437) $ 5,230 $ 295 $ 11,961 $ 17,049