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): July 17, 2017

Sanchez Midstream 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company [   ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

Item 2.01Completion of Acquisition or Disposition of Assets.

On July 17, 2017, Sanchez Midstream Partners LP (the “Partnership”) consummated the transaction contemplated by that certain Membership Interest Purchase and Sale Agreement (the “Purchase Agreement”), dated May 10, 2017, with Exponent Energy II LLC (as successor-in-interest to Exponent Energy LLC) (“Buyer”), which was previously disclosed in Item 5 of the Partnership’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 15, 2017.  Pursuant to the Purchase Agreement, the Seller sold to the Buyer, effective as of the closing date (the “Effective Time”), all of the Partnership’s equity interests in the entities that own the Partnership’s remaining operated oil and gas wells, leases and other associated assets and interests in Oklahoma for cash consideration of $5,500,000.  In addition, the Buyer assumed all obligations relating to the assets arising after the Effective Time and all plugging and abandonment costs relating to the assets arising prior to the Effective Time.

Item 8.01Other Events.

On July 17, 2017, the Partnership issued a press release regarding the transaction described in Item 2.01 above.  A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated herein by reference. 

Item 9.01Financial Statements and Exhibits.

Exhibit No.Description

99.1Press Release, dated July 17, 2017

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 MIDSTREAM PARTNERS LP
	By:  Sanchez Midstream Partners GP LLC, its general partner
Date: July 18, 2017	By:	/s/ Charles C. Ward
		Charles C. Ward
		Chief Financial Officer

EXHIBIT INDEX

Exhibit No.Description

99.1Press Release, dated July17, 2017

EX-99.1

News Release

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

Sanchez Midstream Partners Closes Sale of Its

Remaining Operated Oklahoma Production Assets

HOUSTON--(GLOBE NEWSWIRE)--July 17, 2017--Sanchez Midstream Partners LP (NYSE MKT: SNMP) (“SNMP” or the “Partnership”) today announced that the Partnership has closed the sale of its remaining operated production assets, which are located in Oklahoma. 

“The sale of our remaining operated production assets further reduces our exposure to a price-sensitive revenue stream and is consistent with our strategy of focusing on stable, fee-based midstream activities,” said Gerry Willinger, Chief Executive Officer of the general partner of SNMP.  “These Oklahoma production assets were initially offered for sale in March 2015 and are considered non-core to the business of SNMP.  Since we previously announced plans to sell the assets, they have been excluded from the reserves used to determine the borrowing base under our credit facility.  While we anticipate that the sale will have no impact on our borrowing base, we expect to use the proceeds from the sale to reduce debt outstanding under our credit facility.  The reduction in debt, together with lower overhead associated with operating the properties, improves our liquidity position at a time when the key components of our South Texas midstream strategy are coming together to create value for our unitholders.  These projects include our wholly-owned Seco Pipeline, which is expected to provide dry gas takeaway capacity from the Raptor Gas Processing Facility to premium natural gas markets in South Texas beginning later this month.”

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About the Partnership

Sanchez Midstream Partners LP (NYSE MKT: SNMP) is a publicly-traded limited partnership focused on the acquisition, development, ownership and operation of midstream and other energy related assets. The Partnership has ownership stakes in oil and natural gas gathering systems, natural gas pipelines, and a natural gas processing facility, all located in the Western Eagle Ford in South Texas.  For more information on the Partnership, please visit our website: www.sanchezmidstream.com.  

FORWARD-LOOKING STATEMENTS

This press release contains certain statements that are considered forward–looking statements within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934.  All statements, other than statements of historical fact, included in this press release are forward-looking statements.  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.

PARTNERSHIP CONTACT

Charles C. Ward

Chief Financial Officer

Sanchez Midstream Partners GP LLC

(877) 847-0009

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