|
Adrienne Saunders
General Counsel c/o Stonepeak Infrastructure Partners 55 Hudson Yards 550 W. 34th St., 48th Floor New York, NY 10001 (212) 907-5100 |
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Charles C. Ward Chief Financial Officer Sanchez Midstream Partners GP LLC 1360 Post Oak Blvd., Suite 2400 Houston, Texas 77056 (713) 783-8000 |
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George J. Vlahakos
Sidley Austin LLP 1000 Louisiana Street, Suite 5900 Houston, Texas 77002 (713) 495-4522 |
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Philip M. Haines
Hunton Andrews Kurth LLP 600 Travis, Street 4200 Houston, Texas 77002 (713) 220-4200 |
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| a. | | | ☐ | | | The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the Securities Exchange Act of 1934. | |
| b. | | | ☐ | | | The filing of a registration statement under the Securities Act of 1933. | |
| c. | | | ☐ | | | A tender offer. | |
| d. | | | ☒ | | | None of the above. | |
| | | |||
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Transaction value*
|
| |
Amount of filing fee**
|
|
|
$9,244,293.00
|
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$1,008.55
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|
| Amount Previously Paid: $1,008.55 | | | Filing Party: Stonepeak Catarina Holdings, LLC et al. | |
| Form or Registration No.: Schedule 13e-3 (File No. 005-82227) | | | Date Filed: December 11, 2020 | |
| Date: December 28, 2020 | | |
SP COMMON EQUITY SUBSIDIARY LLC
|
| |||
| | | | By: | | | STONEPEAK CATARINA HOLDINGS, LLC, its sole member | |
| | | | By: | | | STONEPEAK TEXAS MIDSTREAM HOLDCO LLC, its managing member | |
| | | | 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 |
|
| | | | STONEPEAK CATARINA HOLDINGS, LLC | | |||
| | | | By: | | | STONEPEAK TEXAS MIDSTREAM HOLDCO LLC, its managing member | |
| | | | 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 |
|
| | | | 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 |
|
| | | | STONEPEAK CATARINA UPPER HOLDINGS LLC | | |||
| | | |
By:
|
| | STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP, its managing member | |
| | | |
By:
|
| | STONEPEAK ASSOCIATES LLC, its general partner | |
| | | |
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 |
|
| | | | STONEPEAK INFRASTRUCTURE FUND (ORION AIV) LP | | |||
| | | |
By:
|
| | STONEPEAK ASSOCIATES LLC, its general partner | |
| | | |
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 |
|
| | | | STONEPEAK ASSOCIATES LLC | | |||
| | | |
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 |
|
| | | | STONEPEAK GP HOLDINGS LP | | |||
| | | |
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 |
|
| | | | STONEPEAK GP INVESTORS LLC | | |||
| | | |
By:
|
| | STONEPEAK GP INVESTORS MANAGER LLC, its managing member | |
| | | |
By:
|
| |
/s/ Michael Dorrell
Name: Michael Dorrell
Title: Managing Member |
|
| | | | STONEPEAK TEXAS MIDSTREAM HOLDCO LLC | | |||
| | | |
By:
|
| | STONEPEAK ASSOCIATES LLC, its managing member | |
| | | |
By:
|
| |
/s/ Michael Dorrell
Name: Michael Dorrell
Title: Managing Member |
|
| | | | STONEPEAK GP INVESTORS MANAGER LLC | | |||
| | | |
By:
|
| |
/s/ Michael Dorrell
Name: Michael Dorrell
Title: Managing Member |
|
| | | |
By:
|
| |
/s/ Michael Dorrell
Name: Michael Dorrell
|
|
| | | |
By:
|
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/s/ Trent Vichie
Name: Trent Vichie
|
|
| | | | SANCHEZ MIDSTREAM PARTNERS LP | | |||
| | | |
By:
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| | Sanchez Midstream Partners GP LLC, its general partner | |
| | | |
By:
|
| |
/s/ Charles C. Ward
Name: Charles C. Ward
Title: Chief Financial Officer and Secretary |
|
| | | | SANCHEZ MIDSTREAM PARTNERS GP LLC | | |||
| | | |
By:
|
| |
/s/ Charles C. Ward
Name: Charles C. Ward
Title: Chief Financial Officer and Secretary |
|
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Page
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High
|
| |
Low
|
| |
Cash Distribution
per Common Unit(1) |
| |||||||||
Year Ended December 31, 2018: | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 13.00 | | | | | $ | 10.10 | | | | | $ | 0.4508 | | |
Second Quarter
|
| | | | 13.25 | | | | | | 10.50 | | | | | | 0.4508 | | |
Third Quarter
|
| | | | 12.15 | | | | | | 6.55 | | | | | | 0.1500 | | |
Fourth Quarter
|
| | | | 8.50 | | | | | | 1.27 | | | | | | 0.1500 | | |
Year Ended December 31, 2019: | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 3.60 | | | | | $ | 1.59 | | | | | $ | 0.1500 | | |
Second Quarter
|
| | | | 3.12 | | | | | | 1.92 | | | | | | — | | |
Third Quarter
|
| | | | 2.33 | | | | | | 0.36 | | | | | | — | | |
Fourth Quarter
|
| | | | 0.41 | | | | | | 0.22 | | | | | | — | | |
Year Ended December 31, 2020: | | | | | | | | | | | | | | | | | | | |
First Quarter
|
| | | $ | 0.59 | | | | | $ | 0.15 | | | | | $ | — | | |
Second Quarter
|
| | | | 0.64 | | | | | | 0.28 | | | | | | — | | |
Third Quarter
|
| | | | 0.39 | | | | | | 0.26 | | | | | | — | | |
Fourth Quarter (through December 18, 2020)
|
| | | | 1.60 | | | | | | 0.28 | | | | | | —(2) | | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended December 31,
|
| ||||||||||||
(in thousands of dollars, except per unit data)
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Statements of Operations: | | | | | | | | | | | | | | | | | | | |
Total revenues
|
| | | $ | 45,033 | | | | | $ | 76,649 | | | | | $ | 83,610 | | |
Total operating expenses
|
| | | | 65,681 | | | | | | 96,491 | | | | | | 70,173 | | |
Net income (loss)
|
| | | | (88,575) | | | | | | (51,142) | | | | | | 15,691 | | |
Net income (loss) attributable to common unit holders – basic
|
| | | | (88,575) | | | | | | 27,676 | | | | | | (23,592) | | |
Net income (loss) attributable to common unit holders – diluted
|
| | | | (88,575) | | | | | | 24,432 | | | | | | (23,592) | | |
Net income (loss) per unit | | | | | | | | | | | | | | | | | | | |
Common units – basic
|
| | | $ | (4.62) | | | | | $ | 1.46 | | | | | $ | (1.55) | | |
Common units – diluted
|
| | | $ | (4.62) | | | | | $ | 1.23 | | | | | $ | (1.55) | | |
| | |
Nine Months Ended
September 30, |
| |
Year Ended December 31,
|
| ||||||||||||
(in thousands of dollars, except per unit data)
|
| |
2020
|
| |
2019
|
| |
2018
|
| |||||||||
Cash distributions declared per common unit
|
| | | $ | — | | | | | $ | — | | | | | $ | — | | |
Balance Sheets: | | | | | | | | | | | | | | | | | | | |
Oil and natural gas properties and equipment, net
|
| | | $ | 125,144 | | | | | $ | 155,228 | | | | | $ | 198,334 | | |
Total assets
|
| | | | 366,268 | | | | | | 414,440 | | | | | | 486,685 | | |
Long-term debt, net of debt issuance costs
|
| | | | —(1) | | | | | | 109,437 | | | | | | 178,582 | | |
Total partners’ (deficit)
|
| | | | (123,594) | | | | | | (35,800) | | | | | | (64,620) | | |
|
SEC Filing Fee
|
| | | $ | 1,009 | | |
|
Printing and Mailing Expenses
|
| | | | 100,000 | | |
|
Legal and Accounting Fees and Expenses
|
| | | | 500,000 | | |
|
Paying Agent for Limited Call Right
|
| | | | 5,000 | | |
|
Miscellaneous Expenses
|
| | | | 5,000 | | |
|
Total
|
| | | $ | 611,009 | | |
|
Name
|
| |
Title
|
| |
Present Occupation or Employment, Five-Year
Employment History and Address |
|
Alan S. Bigman | | |
Director
|
| | Mr. Bigman currently serves as an independent non-executive director and chairman of the audit committee of a $1.5 billion dollar privately held chemicals company. His extensive board experience also includes Basell Polyolefins, an international chemical producer and predecessor of LyondellBasell, where he served as a non-executive director before his appointment as Chief Financial Officer, and Svyazinvest, then Russia’s largest telecom company, as well as several others. Mr. Bigman’s executive experience includes fourteen years in positions with Access Industries, a privately-held, U.S.-based industrial group, and in senior positions with its portfolio companies. From June 1996 to March 1998, Mr. Bigman was Senior Vice President of Access Industries, overseeing strategic investments. From March 1998 until September 2003, Mr. Bigman served as Vice President and Director of Corporate Finance of Tyumen Oil Company (TNK), a major Russian oil and gas producer and refiner, where he raised over $5 billion to finance the growth of the company from its privatization in 1997 through a sale of a 50% stake to British Petroleum (BP) in 2003, creating TNK-BP, a $20 billion joint venture. From 2003 to 2004, he served as Vice President and Director of Corporate Finance for SUAL, a large Russian aluminum smelter, where he reorganized the finance function and executed strategic merger transactions. From September 2004 until December 2005, Mr. Bigman rejoined Access Industries as Senior Vice President. In January 2006, Mr. Bigman was appointed Chief Financial Officer of Basell Polyolefins, an international chemicals company based in The Netherlands, where he served through 2007 and co-led the acquisition of Lyondell to create one of the largest global chemical | |
Name
|
| |
Title
|
| |
Present Occupation or Employment, Five-Year
Employment History and Address |
|
| | | | | | companies. In January 2008 Mr. Bigman was appointed Chief Financial Officer of LyondellBasell Industries, the successor company to Basell Polyolefins and Lyondell. LyondellBasell’s US operations filed for bankruptcy in January 2009. Mr. Bigman continued to serve as Chief Financial Officer until August 2009, and worked for the company in a project role through March 2010. From 2011 through 2012, he served on a project basis as Director, Capital Markets and M&A of KCAD Deutag, an oilfield services company based in Aberdeen, UK, where he was responsible for reorganizing and staffing the company’s finance, corporate development and tax functions. | |
Michael Bricker | | |
Director
|
| | Mr. Bricker is an Investment Principal at Stonepeak and has been with Stonepeak since 2017. Mr. Bricker currently serves as a member of the Operating Committee for Whistler Pipeline, a greenfield natural gas pipeline, and Oryx Midstream Services LLC, the owner and operator of a crude oil pipeline system, both located in the Permian Basin. Prior to joining Stonepeak, Mr. Bricker was an investment professional for First Reserve Energy Infrastructure Fund, a private equity firm that focuses on energy infrastructure investments. Mr. Bricker started his career as an Analyst in Citigroup’s oil and gas investment banking group. Mr. Bricker holds a Master in Professional Accounting with a Minor in Finance, graduating with high honors from the University of Texas at Austin. | |
Jack Howell | | |
Director
|
| | Mr. Howell is a Senior Managing Director at Stonepeak and a member of Stonepeak’s Executive Committee. Mr. Howell has been with Stonepeak since 2015. Prior to joining Stonepeak, Mr. Howell covered the oil and gas sector for Davidson Kempner, a hedge fund that focuses on distressed investments, from 2014 to 2015. Prior to Davidson Kempner, Mr. Howell worked for Denham Capital, an energy-focused private equity firm from 2011 to 2014. Mr. Howell started his career as an Analyst in Credit Suisse’s oil and gas investment banking group. Mr. Howell holds a Bachelor of Arts degree in Plan II Honors and Business Economics, Phi Beta Kappa, from the University of Texas at Austin. | |
Richard S. Langdon | | |
Director
|
| | Mr. Langdon is currently the Executive Vice President and Chief Financial Officer of Altamont Energy LLC, a privately held exploration and production company. Mr. Langdon previously served as the President and Chief Executive Officer of Badlands Energy, Inc., a privately held exploration and production company (“Badlands Energy”), and its publicly traded predecessor entity, Gasco Energy, | |
Name
|
| |
Title
|
| |
Present Occupation or Employment, Five-Year
Employment History and Address |
|
| | | | | | Inc. (“Gasco”), from May 2013 to October 2018. Mr. Langdon also served as a director of Badlands Energy and its predecessor, Gasco since 2003. Badlands Energy filed for bankruptcy in August 2017. In addition to his Badlands Energy titles, Mr. Langdon also served as Debtor-in-Possession for Badlands Energy, Inc from August 2017 to October 2018. Mr. Langdon also currently serves on the board of directors, as chairman of the audit committee and as a member of the compensation committee of Gulfslope Energy, Inc., which capacities he has served in since March 2014. Mr. Langdon was the President and Chief Executive Officer of KMD Operating Company LLC (“KMD Operating”), a privately held production company, from November 2011 until December 2015 and Matris Exploration Company L.P., a privately held production company, from July 2004 until the merger of Matris Exploration into KMD Operating in November 2011, which merger was effective January 2011. Mr. Langdon also served as President and Chief Executive Officer of Sigma Energy Ventures, LLC, a privately held production company, from November 2007 until November 2013. From 1997 until 2002, Mr. Langdon served as Executive Vice President and Chief Financial Officer of EEX Corporation, a publicly traded exploration and production company that merged with Newfield Exploration Company in 2002. Prior to that, he held various positions with the Pennzoil Companies from 1991 to 1996, including Executive Vice President — International Marketing — Pennzoil Products Company; Senior Vice President — Business Development — Pennzoil Company; and Senior Vice President — Commercial & Control — Pennzoil Exploration & Production Company. | |
Steven E. Meisel | | |
Director
|
| | Mr. Meisel is Co-Chief Executive Officer of Discovery Midstream Holdings II (“Discovery II”). Prior to joining Discovery II, Mr. Meisel co-founded Discovery Midstream I in 2016, and grew a small greenfield G&P project into the premier system on the southern side of the DJ Basin. The asset was sold to Williams and KKR in August 2018 for $1.2B. Prior to Discovery I, Mr. Meisel served as Vice President of Business Development at Wildcat Midstream Partners, leading the commercial efforts in North Louisiana while also securing Wildcat’s Southern Midland Basin oil pipeline project. Prior to Wildcat, Mr. Meisel worked in various capacities for Regency Energy including corporate development, corporate finance and business development. Mr. Meisel started his career as an Analyst in | |
Name
|
| |
Title
|
| |
Present Occupation or Employment, Five-Year
Employment History and Address |
|
| | | | | | Southwest Securities investment banking group. Mr. Meisel has a Bachelor of Finance from the University of Kansas. | |
Antonio R. Sanchez III
|
| |
Director
|
| | Mr. Sanchez has been directly involved in the oil and gas industry for over 13 years. From 2011 to 2020, Mr. Sanchez served as the President & Chief Executive Officer of Sanchez Energy and as a member of Sanchez Energy’s board of directors. Sanchez Energy filed the Sanchez Energy Chapter 11 Case in August 2019. He was the President of SEP Management I, LLC and was a Managing Director of Sanchez Energy Partners I, LP until their dissolution in December 2016. In his capacities as a director and officer of these companies, Mr. Sanchez, III has managed all aspects of their daily operations, including exploration, production, finance, capital markets activities, engineering and land management. From 1997 to 1999, Mr. Sanchez, III was an investment banker specializing in mergers and acquisitions with J.P. Morgan Securities Inc. From 1999 to 2001, Mr. Sanchez, III worked in a variety of positions, including sales and marketing, product development and investor relations, at Zix Corporation, a publicly traded encryption technology company (NASDAQ: ZIXI). Mr. Sanchez, III was also a member of the board of directors of Zix Corporation from May 2003 to June 2014. | |
John T. Steen III | | |
Director (Chairman)
|
| | Mr. Steen currently provides consulting services to the General Partner and its subsidiaries, including SNMP. Mr. Steen is currently a Senior Operating Partner with Stonepeak Infrastructure Partners and supports Stonepeak’s efforts in the midstream energy sector. Prior to joining Stonepeak, Mr. Steen was CEO of Paradigm Energy Partners (“Paradigm”), which focuses on oil and gas pipeline and storage assets in the Bakken Shale of North Dakota and the Eagle Ford Shale of South Texas. Prior to Paradigm, Mr. Steen worked as Vice President for Sage Midstream, as well as in various midstream business development capacities for Energy Transfer and LDH Energy. He is the Chairman of the Texas Racing Commission, which oversees all pari-mutuel wagering on horse and greyhound racing in the state. Mr. Steen also serves on the boards of Oryx Midstream Services LLC and King Ranch, Inc. He graduated cum laude from Vanderbilt University and received an MBA from the Wharton School as well as an MA in International Studies from the University of Pennsylvania. Mr. Steen is also a CFA charterholder. | |
Name
|
| |
Title
|
| |
Present Occupation or Employment, Five-Year
Employment History and Address |
|
Luke R. Taylor | | |
Director
|
| | Mr. Taylor has served as a Senior Managing Director with Stonepeak since August 2011 and serves as a member of Stonepeak’s Executive Committee. Mr. Taylor has been investing across the infrastructure space for over 15 years and sits on the boards of Lineage Logistics, Golar Power and Ironclad Energy Partners, and is a former director of Paradigm, Tidewater Holdings, Carlsbad Desalination Project, Casper Crude to Rail and Northstar Renewable Power. Prior to joining Stonepeak, Mr. Taylor was a Senior Vice President with Macquarie Capital based in New York. Mr. Taylor has a Bachelor of Commerce and a Master of Business | |
Charles Ward | | |
Chief Financial Officer
|
| | Mr. Ward was elected Chief Financial Officer and Secretary of the General Partner in March 2015. Mr. Ward previously served as Chief Financial Officer and Treasurer of Sanchez Production Partners LLC from March 2008 until its conversion to a limited partnership in March 2015 and Secretary from July 2014 until March 2015. Mr. Ward also served as a Vice President of Constellation Energy Commodities Group, Inc. from November 2005 until December 2008. Prior to that time, he was a Vice President of Enron Creditors Recovery Corp. from March 2002 to November 2005. | |
Gerald F. Willinger | | |
Director and Chief Executive Officer
|
| | Mr. Willinger was elected Chief Executive Officer of the General Partner in December 2015. Mr. Willinger has served as a Managing Director of Sanchez Capital Advisors, LLC since February 2010 and as Executive Vice President of Sanchez Oil & Gas Corporation since 2014. Mr. Willinger was also a co-founder, officer and director of Sanchez Resources from February 2010 to November 2017 when Sanchez Resources was acquired by Sanchez Energy Corporation. From 1998 to 2000, Mr. Willinger was an investment banker with Goldman, Sachs & Co. Mr. Willinger served in various private equity investment management roles at MidOcean Partners, LLC and its predecessor entity, DB Capital Partners, LLC, from 2000 to 2003 and at the Cypress Group, LLC from 2003 to 2006. Prior to joining Sanchez Capital Advisors, LLC, Mr. Willinger was a Senior Analyst for Silver Point Capital, LLC, a credit-opportunity fund, from 2006 to 2009. | |
Person
|
| |
Number
|
| |
Percentage of
Outstanding Common Units(1) |
| |
Securities
Transactions in Past 60 Days |
| |||||||||
Stonepeak Filing Entities(2)
|
| | | | 7,369,094 | | | | | | 33.1% | | | | | | — | | |
Alan S. Bigman
|
| | | | 77,254 | | | | | | * | | | | | | — | | |
Michael Bricker
|
| | | | — | | | | | | * | | | | | | — | | |
Jack Howell
|
| | | | — | | | | | | * | | | | | | — | | |
Richard S. Langdon
|
| | | | 81,827 | | | | | | * | | | | | | — | | |
Steven E. Meisel
|
| | | | — | | | | | | * | | | | | | — | | |
Antonio R. Sanchez III(3)
|
| | | | 35,320 | | | | | | * | | | | | | — | | |
Luke R. Taylor
|
| | | | — | | | | | | * | | | | | | — | | |
Charles Ward
|
| | | | 379,027 | | | | | | 1.7% | | | | | | — | | |
Gerald F. Willinger
|
| | | | 1,092,512 | | | | | | 4.9% | | | | | | — | | |
Stonepeak Filing Entities and listed individuals as a group
|
| | | | 9,035,034 | | | | | | 40.6% | | | | | | — | | |