Each one in plain English, with the numbers worked through for a shareholder.
27 Jan 2017capital raising announcement▼ BadMajor
The partnership settled a dispute with Stonepeak over how its preferred units were being adjusted, issuing more units to close it. Fourteen months in, the terms of the preferred were already contested - a preview of a relationship that dominated the next seven years.
22 Nov 2016asset acquisition disposition● NeutralMajor
The partnership closed its purchase of 50% of Carnero Processing from Sanchez Energy, paying about $55.5 million in cash and assuming about $24.5 million of remaining commitments. It also closed the Eagle Ford and Palmetto Field wells purchase for $25.6 million in cash after $1.4 million of adjustments.
22 Nov 2016capital raising announcement▲ GoodMajor
The partnership sold 6.55 million units publicly at $11.00 to help pay for the Carnero processing stake - its only genuine public equity raise under Sanchez ownership.
What it means for a shareholder
6.5m new shares at $11.00 to raise about $72.0m. That's 60% dilution: every existing holder's slice gets 60% smaller. If you held $1,000 of shares (91 at the issue price), your slice goes from 0.00205% to 0.000828% of the company. To keep it you'd need 134 more shares - about $1,474 at the issue price.
Amended filing for three agreements dated October 6, 2016, all with Sanchez Energy affiliates, continuing the pattern of buying assets from Sanchez Energy. The partnership agreed to buy Sanchez Energy's 50% of Carnero Processing, LLC (a gas processing plant under construction in La Salle County, Texas; the other 50% is owned by Targa) for about $47.7 million plus about $32.3 million of remaining capital commitments. It also agreed to buy oil and gas properties for $27.0 million ($24.9 million cash after $2.1 million of adjustments): working interests in 23 Eagle Ford wells and 11 Palmetto Field wells, expected to add about 700 Boe/d in 2017, with Sanchez Energy's own estimate of about 1,800 MBoe of proved reserves under SEC rules. It also obtained an option on a ground lease at Point Comfort, Texas for $1.00 if exercised, plus $250,000 if a marine crude storage terminal is built. Both purchases depend on the partnership obtaining financing and were expected to close in Q4 2016. The amendment only adds reserve information and updates the expected closing date.
The partnership agreed to buy half of Carnero Processing - a cryogenic gas plant under construction in La Salle County - from Sanchez Energy for $47.7 million plus $32.3 million of remaining construction commitments. A third midstream purchase from the same related seller inside eighteen months.
19 July 2016asset acquisition disposition● NeutralMajor
The sale of substantially all operated Oklahoma and Kansas wells to Gateway closed on July 15, 2016 for $7,120, with the buyer taking on the plugging and abandonment costs. The partnership kept its operated Osage County assets and its non-operated interests in Oklahoma and Kansas.
6 July 2016asset acquisition disposition● NeutralMajor
Another purchase from its controlling shareholder: Carnero Gathering bought from Sanchez Energy for about $37 million plus $7.4 million of assumed commitments. The partnership keeps buying midstream from the company that also supplies its volumes.
The partnership agreed to sell substantially all its operated Oklahoma and Kansas wells - the old Cherokee Basin business - to Gateway Resources for $7,120. Not a typo: the assets were worth less than the liabilities attached to them, and the buyer was effectively paid to take the plugging obligations away.
14 Oct 2015asset acquisition disposition● NeutralMajor
Catarina Midstream closed, together with a fifteen-year agreement under which Sanchez Energy must send all its Catarina production through the system. Stonepeak got two board seats, the right to appoint all three independent directors if its preferred is not redeemed by the end of 2021, and standstill protections. Both halves matter: the partnership's revenue now depends on one customer, and its governance now depends on one preferred holder.
The transformative deal: the partnership agreed to buy the Catarina gathering system from Sanchez Energy for $345.8 million, funded almost entirely by selling $350 million of new Class B preferred units to a single institutional buyer, Stonepeak. It converts the partnership from a marginal producer into a midstream business - and hands an infrastructure fund a claim ahead of every common unitholder.
A $100 million programme to dribble units into the market through MLV was put in place - continuous dilution as a funding source, at a partnership whose units were already thinly traded.
On April 15, 2015, the partnership privately sold 234,375 newly created Class A Preferred Units at $1.60 each, for gross proceeds of $375,000 to be used for general working capital. It also agreed to register the resale of the underlying common units, with liquidated damages if registration was late.
The first related-party purchase under Sanchez control: the partnership bought working interests in 59 Palmetto wellbores from Sanchez Energy for $85 million, paying $81.6 million cash and just over a million units, funded with a new credit agreement and a new class of preferred. Money flowing from the partnership to its controlling shareholder's other listed company, on terms no outside buyer negotiated.
Final amendment to the Schedule 13E-3 on the conversion, filed by the company, Sanchez Oil & Gas, SP Holdings, Sanchez Energy Partners I, Antonio R. Sanchez III and Gerald F. Willinger. It reports that unitholders approved the Plan of Conversion on March 6, 2015 and that the Certificate of Conversion was filed in Delaware that day, so the company is now a limited partnership. The old LLC common units will be deregistered on application to the SEC and are no longer listed on the NYSE MKT. This closes the conversion thread; existing units became units of the new partnership one for one.
The conversion into Sanchez Production Partners LP was completed on March 6, 2015, after the press release says all classes of unitholders approved it at a special meeting that day. This resolves the long-pending vote. Each common unit became one unit of the new partnership, trading under the same SPP ticker on the NYSE MKT from March 9, 2015. A Sanchez-owned general partner now manages the partnership, with its board appointed by SP Holdings, and the filing reports a change in control. SP Holdings received all incentive distribution rights and holds 59,562 common units (0.2%), while Sanchez Energy Partners I holds 5,951,800 common units (20.3%) after its Class A units converted and its Class Z unit was cancelled. No consideration was paid by the Sanchez parties. The 2009 incentive plan was restated as the Sanchez Production Partners LP Long-Term Incentive Plan, covering up to 15% of outstanding common units.
A short filing registering an additional 58,042 common units of the post-conversion partnership, on top of the 29,322,146 already registered, with a stated fee of $10 based on a $1.38 unit price on March 2, 2015. It says the original registration statement was declared effective on January 30, 2015. This is a housekeeping increase in registered units, not a change in the conversion terms.
Another Schedule 13E-3 amendment on the planned conversion, filed by the company, Sanchez Oil & Gas, SP Holdings, Sanchez Energy Partners I, Antonio R. Sanchez III and Gerald F. Willinger. It is labelled Amendment No. 4 and says the registration statement has been amended through Amendment No. 6; the filing's own numbering does not match the earlier Amendment No. 5 filed the same day, so treat this as a labelling inconsistency in the filings. It mostly cross-references the proxy statement/prospectus and states no new terms. The vote remains pending.
Amendment No. 7 to the conversion registration statement. 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, a Sanchez Oil & Gas affiliate becoming general partner and another receiving incentive distribution rights. The board still recommends voting FOR. The record date of February 4, 2015 is repeated, and the meeting date is still blank (2015), so approval remains pending.
Amendment No. 5 to the Schedule 13E-3 for the conversion, with the same filing persons as before (the company, Sanchez Oil & Gas, SP Holdings, Sanchez Energy Partners I, Antonio R. Sanchez III and Gerald F. Willinger). Terms are unchanged and it cross-references the proxy statement/prospectus, which it says has now been amended through Amendment No. 7 and is still preliminary. The vote is still pending.
Amendment No. 6 to the conversion registration statement. Terms are unchanged, but for the first time a record date is set: February 4, 2015 is the date for deciding which holders can vote at the special meeting. The meeting date itself is still blank (2015), so approval remains pending.
Amendment No. 3 to the Schedule 13E-3 for the planned conversion, filed by the company together with Sanchez Oil & Gas, SP Holdings, Sanchez Energy Partners I, Antonio R. Sanchez III and Gerald F. Willinger. Terms are unchanged, and it mostly cross-references the proxy statement/prospectus, which it says has now been amended through Amendment No. 5 and is still preliminary. This continues the pending vote.
Amendment No. 5 to the registration statement for converting the company 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, a Sanchez Oil & Gas affiliate becoming general partner and another receiving incentive distribution rights. The board still recommends voting FOR, and the meeting is still shown only as 2015 with the date blank, so approval remains pending.
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.
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.