UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q /A
(Amendment No. 1)
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2015
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number 001-33147
Sanchez Production Partners LP
(Exact Name of Registrant as Specified in Its Charter)
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Delaware |
11-3742489 |
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(State of organization) |
(I.R.S. Employer Identification No.) |
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1000 Main Street, Suite 3000 Houston, Texas |
77002 |
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(Address of Principal Executive Offices) |
(Zip Code) |
Telephone Number: (713) 783-8000
none
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
☐ (Do not check if a smaller reporting company) |
Smaller reporting company |
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Common units outstanding as of August 13, 2015 : Approximately 3,149,551 units (subject to finalization of reverse split rounding).
Explanatory Note
This Amendment No. 1 on Form 10 ‑ Q/A amends the Quarterly Report on Form 10 ‑ Q of Sanchez Production Partners LP (the “Partnership”) for the quarter ended June 30, 2015 (the “Original Filing”), which was previously filed with the Securities and Exchange Commission on August 14, 2015. The Partnership is filing this Amendment No. 1 solely to file the correct document and replace the Exhibit 3.1 filed with the Original Filing, as such exhibit included in the Original Filing was never executed or effective.
Except as described above, this Amendment No. 1 does not amend any other information set forth in the Original Filing, and the Partnership has not updated disclosures included therein to reflect any events that occurred since the date of the Original Filing.
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**3.1— |
Amendment No. 1 to Limited Liability Company Agreement of Sanchez Production Partners GP LLC. |
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*10.1 — |
Amendment and Waiver of Third Amended and Restated Credit Agreement, dated as of August 12, 2015, between Sanchez Production Partners LP, the Lenders party thereto and Royal Bank of Canada, as Administrative Agent and as Collateral Agent. |
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*31.1 — |
Certification of Interim Chief Executive Officer of Sanchez Production Partners GP LLC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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*31.2 — |
Certification of Chief Financial Officer of Sanchez Production Partners GP LLC pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
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***32.1 — |
Certification of Interim Chief Executive Officer of Sanchez Production Partners GP LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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***32.2 — |
Certification of Chief Financial Officer of Sanchez Production Partners GP LLC pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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*101.INS— |
XBRL Instance Document |
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*101.SCH— |
XBRL Schema Document |
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*101.CAL— |
XBRL Calculation Linkbase Document |
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*101.LAB— |
XBRL Label Linkbase Document |
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*101.PRE— |
XBRL Presentation Linkbase Document |
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*101.DEF— |
XBRL Definition Linkbase Document |
* Previously filed as an exhibit to the Sanchez Production Partners LP’s Quarterly Report on Form 10-Q filed on August 14, 2015
** Furnished herewith
*** Previously furnished as an exhibit to the Sanchez Production Partners LP’s Quarterly Report on Form 10-Q filed on August 14, 2015
Pursuant to the requirements of the Securities Exchange Act of 1934, Sanchez Production Partners LP, the Registrant, has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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SANCHEZ PRODUCTION PARTNERS LP (REGISTRANT) BY: Sanchez Production Partners GP LLC, its general partner |
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Date: September 3 , 2015 |
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By |
/s/ Charles C. Ward |
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Charles C. Ward |
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Chief Financial Officer and Secretary |
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EXHIBIT INDEX
* Previously filed as an exhibit to the Sanchez Production Partners LP’s Quarterly Report on Form 10-Q filed on August 14, 2015
** Furnished herewith
*** Previously furnished as an exhibit to the Sanchez Production Partners LP’s Quarterly Report on Form 10-Q filed on August 14, 2015
TO
LIMITED LIABILITY COMPANY AGREEMENT
OF
SANCHEZ PRODUCTION PARTNERS GP LLC
This Amendment No. 1 to Limited Liability Company Agreement (as amended, restated, supplemented and otherwise modified from time to time, this “ Amendment ”) of Sanchez Production Partners GP LLC, a Delaware limited liability company (the “ Company ”), is made and entered into as of May 8 , 2015, by SP Holdings, LLC, a Delaware limited liability company (“ Holdings ”), as the sole Member of the Company .
RECITALS
WHEREAS , on March 2, 2015, Holdings entered into that certain Limited Liability Company Agreement of the Company (the “ Original LLC Agreement ”); and
WHEREAS , Holdings desires to amend the Original LLC Agreement as set forth herein;
NOW, THEREFORE , for and in consideration of the premises, the covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Holdings, as the sole Member of the Company, hereby enters into this Amendment in its entirety as follows:
1. Amendments .
a. Section 6.2(a)(iv) of the Original LLC Agreement is hereby amended and restated in its entirety to read as follows:
(iv) Any action required or permitted to be taken by the Board may be taken without a meeting if such action is evidenced in writing and signed by the Chairman of the Board and at least four (4) other members of the Board .
b . The Original LLC Agreement is hereby amended by deleting each of Section 6.2(d)(iii) and Section 6.2(d)(iv) therefrom.
2. Agreement in Effect . Except as hereby amended, the Original LLC Agreement shall remain in full force and effect.
3. Applicable Law . This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware , without regard to principles of conflicts of laws.
4. Severability . Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not
impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.
[SIGNATURE PAGE FOLLOWS]