Filing Details

Adrienne Saunders

General Counsel

c/o Stonepeak Infrastructure Partners

 55 Hudson Yards, 550 W. 34th St., 48th Floor

New York, NY 10001

 (Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

(Date of Event which Requires Filing of this Statement)

 

1.  This amount includes 1,918,809 Common Units that the Reporting Person currently has the right to acquire upon exercise of the Warrant (defined herein).

This Amendment No. 5 to Schedule 13D (“Amendment No. 5”) is being filed by the undersigned, pursuant to §240.13d-2(a), with respect to the Common Units (the “Common Units”) of Sanchez Midstream Partners LP (the “Issuer”) that the Reporting Persons are deemed to beneficially own.  The Issuer’s principal executive offices are located at 1000 Main Street, Suite 3000, Houston, Texas 77002.  This Amendment No. 5 amends and supplements the statement on the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on October 26, 2015, as amended by Amendment No. 1, filed with the SEC on January 27, 2017, Amendment No. 2, filed with the SEC on February 22, 2017, Amendment No. 3, filed with the SEC on May 31, 2017, and Amendment No. 4 filed with the SEC on February 4, 2019 (collectively the “Schedule 13D”).  Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Schedule 13D.   Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D.

 

SCHEDULE 13D

 

Page 13 of 17 Pages

 

In addition, the Board Representation and Standstill Agreement provides that until the date on which all Class C Preferred Units have been redeemed, the prior written consent of Stonepeak will be required for the Issuer and General Partner, or the Board, as applicable, among other things, to: (i) approve capital expenditures that exceed $5.0 million, in the aggregate, in a single year and any capital expenditure not in the ordinary course of business; (ii) approve any agreement or amendment to an agreement with any member of the Partnership Group (as defined in the Partnership Agreement), on the one hand, and the General Partner or Sanchez Energy Corporation (or its successor-in-interest to its business or assets) or any of their respective affiliates, on the other hand, that results in lower gathering rates currently in effect; (iii) approve total compensation of any officer (or any independent contractor performing officer functions) or director of the General Partner in amounts greater than ten percent (10%), in the aggregate, of the salaries approved in 2019 and the bonus approved for performance in 2018; (iv) approve any increases to the total compensation of any non-independent director of the General Partner or any member of the Partnership Group greater than the salary approved in 2019 and the bonus approved for performance in 2018; (v) approve any increase to the general and administrative expenses, other than certain expenses described in the Board Representation and Standstill Agreement, of the General Partner and the Partnership Group (taken as a whole) in amounts greater than ten percent (10%) in the aggregate of such expenses approved by the Board in January 2019; and (vi) any member of the Partnership Group having an amount of cash or cash equivalents in excess of $10 million, in the aggregate, at any time other than to pay dividends or distributions within the following 90 calendar days.

Lastly, the Board Representation and Standstill Agreement provides that the General Partner may not materially diminish the duties of the chief executive officer of the General Partner without the consent of the directors appointed by Stonepeak Catarina Holdings LLC. In addition, if at any time after August 2, 2022, the Issuer has a leverage ratio greater than 5.50 to 1.00, as calculated in the Board Representation and Standstill Agreement, Stonepeak Catarina Holdings LLC will have the ability to appoint a new chief executive officer of the General Partner until such time as such leverage ratio is less than or equal to 3.00 to 1.00. Such appointment right will terminate on the date on which Stonepeak Catarina Holdings LLC and its affiliates no longer hold any of the outstanding Class C Preferred Units.

The summary contained herein of the Board Representation and Standstill Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of the Board Representation and Standstill Agreement, which is included as Exhibit L to this Schedule 13D and is incorporated herein by reference.

Side Letter to Board Representation and Standstill Agreement

The summary contained herein of the side letter to the Board Representation and Standstill Agreement does not purport to be complete and is qualified in its entirety by reference to such document, which is included as Exhibit M to this Schedule 13D and is incorporated herein by reference.

Amended and Restated Registration Rights Agreement

SCHEDULE 13D

 

Page 15 of 17 Pages

 

 

	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

 

 

	By:	/s/ Michael Dorrell
	Name:	Michael Dorrell