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): June 25, 2020

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units representing limited partner
interests	SNMP	NYSE American

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 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; transfer of listing.

As previously disclosed, on April 3, 2020, Sanchez Midstream Partners LP (the “Partnership”) received notice (the “Notice”) from the NYSE American LLC (the “Exchange”) that the Partnership is below compliance with certain of the Exchange’s continued listing standards as set forth in Part 10 of the NYSE American Company Guide (the “Company Guide”). The Notice stated that the Exchange’s review of the Partnership showed that the Partnership is below compliance with Section 1003(a)(i) of the Company Guide, specifically because the Partnership reported partners’ capital of less than $2,000,000 as of December 31, 2019 and had net losses in two of its three most recent fiscal years.

On May 4, 2020, the Partnership submitted a plan of compliance to the Exchange addressing how it intends to regain compliance with Section 1003(a)(i) of the Company Guide by October 3, 2021. On June 25, 2020, the Partnership received a letter from the Exchange stating that the Partnership’s compliance plan has been accepted and that the Partnership has been granted a plan period through October 3, 2021.

By October 3, 2021, the Partnership must either be in compliance or must have made progress that is consistent with the plan during the plan period. Failure to meet the requirements to regain compliance could result in the initiation of delisting proceedings.

The Partnership’s common units representing limited partner interests in the Partnership will continue to be listed on the Exchange while the Partnership attempts to regain compliance with the listing standards noted above by the targeted completion date of October 3, 20201, subject to the Partnership’s compliance with other continued listing requirements of the Exchange.

Item 8.01Other Events.

On June 29, 2020, the Partnership issued a press release discussing the matters disclosed in Item 3.01 above. A copy of the press release is included herewith as Exhibit 99.1 and the information in the press release is incorporated by reference into this Item 8.01.

In accordance with General Instruction B.2 of Form 8-K, the information provided under this Item 8.01 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

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Item 9.01Financial Statements and Exhibits.

(d) Exhibits. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

Exhibit No.	Exhibit
99.1	Press Release, dated June 29, 2020

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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 MIDSTREAM PARTNERS LP
	By: Sanchez Midstream Partners GP LLC, its general partner
Date: June 30, 2020	By:	/s/ Charles C. Ward
		Charles C. Ward
		Chief Financial Officer and Secretary

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EX-99.1

Exhibit 99.1

Press Release

General Inquiries: (713) 783-8000
www.sanchezmidstream.com

NYSE American Approves SNMP’s

Plan to Regain Compliance

HOUSTON--(GLOBE NEWSWIRE)-- June 29, 2020--Sanchez Midstream Partners LP (NYSE American: SNMP) (“SNMP” or the “Partnership”) today announced that on June 25, 2020, the NYSE American LLC (the “Exchange”) notified the Partnership that it has accepted the Partnership’s plan to regain compliance with the Exchange’s continued listing standards.

As previously disclosed, on April 3, 2020, the Partnership received a letter from the Exchange stating that the Partnership was below compliance with Section 1003(a)(i) of the Exchange’s continued listing standards, specifically because the Partnership reported partners’ capital of less than $2,000,000 as of December 31, 2019 and had net losses in two of its three most recent fiscal years.

The Partnership submitted a compliance plan to the Exchange on May 4, 2020 advising the Exchange how the Partnership plans to regain compliance with the Exchange’s continued listing standards by October 3, 2021. The Exchange has reviewed and accepted the plan and the Partnership has been granted a targeted completion date of October 3, 2021 to implement its plan and regain compliance.

If the Partnership is not in compliance with the continued listing standards by October 3, 2021, or if it does not make progress consistent with the plan during the plan period, the Exchange may initiate delisting proceedings as appropriate. The Partnership intends to regain compliance with the Exchange’s continued listings standards by such date; however, there is no assurance the Partnership will be able to accomplish this.

About the Partnership

Sanchez Midstream Partners LP (NYSE American: SNMP) is a growth-oriented publicly-traded limited partnership focused on the acquisition, development, ownership and operation of midstream and other energy-

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related assets in North America. The Partnership has ownership stakes in oil and natural gas gathering systems, natural gas pipelines and natural gas processing facilities, all located in the Western Eagle Ford in South Texas.

Additional Information

Additional information about SNMP can be found in our documents on file with the SEC which are available on our website at www.sanchezmidstream.com and on the SEC’s website at www.sec.gov.

Forward-Looking Statements

This press release contains, and our officers and representatives may from time to time make, “forward–looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to a number of risks and uncertainties and other factors that are difficult to predict, many of which are beyond management's control.  These risks and uncertainties include, but are not limited to: the resolution of the pending Chapter 11 bankruptcy of Sanchez Energy Corporation and certain of its subsidiaries and its impact on the Partnership’s business, results of operations and financial condition; and the Partnership’s ability to comply with the plan and return to compliance with the Exchange’s continued listing standards prior to Oct. 3, 2021. An extensive list of factors that can affect future results are discussed in SNMP’s most recent Annual Report on Form 10-K and any updates to those risk factors set forth in the Partnership’s Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. The Partnership’s filings with the SEC are available on its website at www.sanchezmidstream.com and on the SEC’s website at www.sec.gov. The forward-looking statements speak only as of the date made, and other than as required by law, the Partnership undertakes no obligation 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

ir@sanchezmidstream.com

(877) 847-0009

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