Each one in plain English, with the numbers worked through for a shareholder.
10 Dec 2014business combination● Neutral
Amendment No. 4 to the conversion registration statement, filed December 10, 2014. Terms are unchanged from earlier versions. The one visible difference is that the special meeting is now stated as taking place in 2015 (previously 2014), though the exact date is still blank. This implies the vote has slipped into 2015 (inference from the year change); approval remains pending.
Amendment No. 2 to the Schedule 13E-3, filed December 10, 2014. Unlike the earlier version filed by the company alone, it now lists Sanchez Oil & Gas Corporation, SP Holdings, Sanchez Energy Partners I, LP, Antonio R. Sanchez III and Gerald F. Willinger as additional filing persons alongside the company. This makes the Sanchez parties formal co-filers on the conversion. The conversion terms are unchanged and it cross-references the proxy statement/prospectus, now amended through Amendment No. 4, which is still preliminary.
Amendment No. 3 to the conversion registration statement, filed November 17, 2014. The conversion terms are the same as before: one-for-one common units, Class A units to 2% of the new common units, Class Z unit cancelled, Sanchez Oil & Gas affiliates becoming general partner and receiving incentive distribution rights. The board of managers, on the conflicts committee's recommendation, recommends a vote FOR. The special meeting date is still blank, so approval remains pending.
Amendment No. 1 to the Schedule 13E-3 for the planned conversion of Sanchez Production Partners LLC into Sanchez Production Partners LP. Terms are unchanged: one-for-one common units, Class A units converted to common units equal to 2% of the total, Class Z unit cancelled, and Sanchez Oil & Gas affiliates becoming general partner and holder of incentive distribution rights. It mostly cross-references the proxy statement/prospectus, which it says has now been amended through Amendment No. 3, and is still in preliminary form. This continues the pending vote; no new financial terms are stated in the text provided.
Raging Capital Master Fund, Ltd, Raging Capital Management, LLC, William C. Martin disclosed a new substantial Evolve Transition Infrastructure LP shareholding (14.50% of votes).
PostRock Energy Corporation, Constellation Energy Partners Management, LLC, White Deer Energy L.P, White Deer Energy TE L.P, White Deer Energy FI L.P, Edelman & Guill Energy L.P, Edelman & Guill Energy Ltd, Thomas J. Edelman, Ben A. Guill reported a Evolve Transition Infrastructure LP shareholding of 1,398,795 shares (4.92% of votes) in a periodic institutional filing.
PostRock Energy Corporation, Constellation Energy Partners Management, LLC, White Deer Energy L.P, White Deer Energy TE L.P, White Deer Energy FI L.P, Edelman & Guill Energy L.P, Edelman & Guill Energy Ltd, Thomas J. Edelman, Ben A. Guill reported a Evolve Transition Infrastructure LP shareholding of 1,448,795 shares (5.09% of votes) in a periodic institutional filing.
Amendment No. 2 to the conversion registration statement, filed October 24, 2014, now under the new name Sanchez Production Partners LLC (formerly Constellation Energy Partners). Conversion terms are unchanged from earlier versions: one-for-one common units, Class A units to 2% of the new common units, Class Z unit cancelled, Sanchez Oil & Gas affiliates becoming general partner and receiving incentive distribution rights. The meeting date is still blank, so unitholder approval remains pending.
A Schedule 13E-3 was filed for the conversion, which is required because Sanchez-affiliated parties are on both sides of the deal. It mostly points back to the proxy statement/prospectus for details and shows the issuer renamed Sanchez Production Partners LLC. It states no special provision was made to give unaffiliated unitholders access to company files or paid counsel or appraisal services. Transaction value is given as $73,745,198, based on 29,322,146 units at $2.515.
Amendment No. 1 to the conversion registration statement, filed September 26, 2014. The terms described are the same as the original filing: one-for-one common unit conversion, Class A units to 2% of the new common units, Class Z unit cancelled, and Sanchez Oil & Gas affiliates becoming general partner and holder of incentive distribution rights. The special meeting date is still blank. Only the risk factor page reference (page 16 vs 15) and the document's page numbering visibly differ in the text provided.
PostRock Energy Corporation, Constellation Energy Partners Management, LLC, White Deer Energy L.P, White Deer Energy TE L.P, White Deer Energy FI L.P, Edelman & Guill Energy L.P, Edelman & Guill Energy Ltd, Thomas J. Edelman, Ben A. Guill reported a Evolve Transition Infrastructure LP shareholding of 1,825,000 shares (6.41% of votes) in a periodic institutional filing.
Constellation Energy Partners LLC filed a registration statement to convert itself into a limited partnership called Sanchez Production Partners LP, under a plan dated August 25, 2014. Each common unit becomes one unit of the new partnership (29,322,146 units registered), Class A units become common units equal to 2% of the total, and the Class Z unit is cancelled. An affiliate of Sanchez Oil & Gas becomes general partner and another affiliate gets incentive distribution rights. Unitholders must vote to approve it. This formalises the Sanchez takeover of control that began with the 2014 shared services agreement.
PostRock Energy Corporation, Constellation Energy Partners Management, LLC, White Deer Energy L.P, White Deer Energy TE L.P, White Deer Energy FI L.P, Edelman & Guill Energy L.P, Edelman & Guill Energy Ltd, Thomas J. Edelman, Ben A. Guill reported a Evolve Transition Infrastructure LP shareholding of 2,289,100 shares (8.04% of votes) in a periodic institutional filing.
PostRock Energy Corporation, Constellation Energy Partners Management, LLC, White Deer Energy L.P, White Deer Energy TE L.P, White Deer Energy FI L.P, Edelman & Guill Energy L.P, Edelman & Guill Energy Ltd, Thomas J. Edelman, Ben A. Guill reported a Evolve Transition Infrastructure LP shareholding of 2,700,000 shares (9.51% of votes) in a periodic institutional filing.
PostRock Energy Corporation, Constellation Energy Partners Management, LLC, White Deer Energy L.P, White Deer Energy TE L.P, White Deer Energy FI L.P, Edelman & Guill Energy L.P, Edelman & Guill Energy Ltd, Thomas J. Edelman, Ben A. Guill reported a Evolve Transition Infrastructure LP shareholding of 3,300,000 shares (11.62% of votes) in a periodic institutional filing.
PostRock Energy Corporation, Constellation Energy Partners Management, LLC, White Deer Energy L.P, White Deer Energy TE L.P, White Deer Energy FI L.P, Edelman & Guill Energy L.P, Edelman & Guill Energy Ltd, Thomas J. Edelman, Ben A. Guill reported a Evolve Transition Infrastructure LP shareholding of 3,775,000 shares (13.29% of votes) in a periodic institutional filing.
PostRock Energy Corporation, Constellation Energy Partners Management, LLC, White Deer Energy L.P, White Deer Energy TE L.P, White Deer Energy FI L.P, Edelman & Guill Energy L.P, Edelman & Guill Energy Ltd, Thomas J. Edelman, Ben A. Guill reported a Evolve Transition Infrastructure LP shareholding of 4,400,000 shares (15.49% of votes) in a periodic institutional filing.
PostRock Energy Corporation, Constellation Energy Partners Management, LLC, White Deer Energy L.P, White Deer Energy TE L.P, White Deer Energy FI L.P, Edelman & Guill Energy L.P, Edelman & Guill Energy Ltd, Thomas J. Edelman, Ben A. Guill reported a Evolve Transition Infrastructure LP shareholding of 4,963,932 shares (17.48% of votes) in a periodic institutional filing.
SANCHEZ ENERGY PARTNERS I, LP, SEP MANAGEMENT I, LLC, SANCHEZ OIL & GAS CORPORATION, ANTONIO R. SANCHEZ, III, A. R. SANCHEZ, JR reported a Evolve Transition Infrastructure LP shareholding of 5,139,345 shares (18.06% of votes) in a periodic institutional filing.
The partnership handed its entire operation to SP Holdings, a Sanchez Oil & Gas affiliate, under a shared services agreement paying a quarterly fee based on asset value - the same external-management structure Sanchez Energy uses. The partnership no longer runs itself, and the manager is paid on size rather than returns.
SANCHEZ ENERGY PARTNERS I, LP, SEP MANAGEMENT I, LLC, SANCHEZ OIL & GAS CORPORATION, ANTONIO R. SANCHEZ, III, A. R. SANCHEZ, JR reported a Evolve Transition Infrastructure LP shareholding of 5,139,345 shares (18.10% of votes) in a periodic institutional filing.
PostRock Energy Corporation, Constellation Energy Partners Management, LLC, White Deer Energy L.P, White Deer Energy TE L.P, White Deer Energy FI L.P, Edelman & Guill Energy L.P, Edelman & Guill Energy Ltd, Thomas J. Edelman, Ben A. Guill reported a Evolve Transition Infrastructure LP shareholding of 5,503,956 shares (19.38% of votes) in a periodic institutional filing.