UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington,  D.C. 20549 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): April 3, 2020

 

Sanchez Midstream Partners LP

(Exact name of registrant as specified in its charter)

 

 

 

 

 

 

Delaware

001-33147

11-3742489

(State or other jurisdiction of

(Commission

(IRS Employer

incorporation)

File Number)

Identification No.)

 

 

 

 

 

 

1000 Main Street, Suite 3000

 

Houston, TX

77002

(Address of principal executive offices)

(Zip Code)

 

 

Registrant’s telephone number, including area code: (713) 783-8000

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Units representing limited partner

 

 

interests

SNMP

NYSE American

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. 

 

 

Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; transfer of listing.

On April 3, 2020, Sanchez Midstream Partners LP (the “Partnership”) received notice (the “Notice”) from NYSE American LLC (“Exchange”) that the Partnership is below compliance with certain of the Exchange’s continued listing standards as set forth in Part 10 of the NYSE American Company Guide (the “Company Guide”). The Notice provides that the Exchange’s review of the Partnership showed that the Partnership is below compliance with Section 1003(a)(i) of the Company Guide, specifically because the Partnership reported partners’ capital of less than $2,000,000 as of December 31, 2019 and had net losses in two of our three most recent fiscal years.

In connection with the Partnership’s non-compliance with Section 1003(a)(i) of the Company Guide, the Partnership must submit a plan (the “Plan”) by May 3, 2020 advising of actions that the Partnership has taken or will take to regain compliance with the continued listing standards by October 3, 2021.

As of the date hereof, the Partnership’s management is beginning its analysis regarding submission of the Plan to the Exchange by the May 3, 2020 deadline. If the Plan is accepted, the Partnership will be able to continue its listing during the Plan period and will be subject to periodic review, including quarterly monitoring for compliance with the Plan. If the Partnership does not submit the Plan, or the Plan is not accepted, or the Plan is accepted but the Partnership does not make progress consistent with the Plan during the Plan period, Exchange staff will initiate delisting proceedings as appropriate.

The Partnership is committed to preparing the Plan and undertaking actions to achieve compliance with the Exchange’s continued listing standards. There can be no assurance that the Partnership will be able to achieve compliance with the Exchange’s continued listing standards within the required time frame.  Other than required by federal law, the Partnership disclaims any intention to update this Current Report on Form 8-K for purposes of disclosing any action or response that the Partnership decides to take after the filing of this Current Report on Form 8-K.

Item 8.01Other Events.

On April 7, 2020, the Partnership issued a press release discussing the matters disclosed in Item 3.01 above. A copy of the press release is included herewith as Exhibit 99.1 and the information in the press release is incorporated by reference into this Item 8.01.

In accordance with General Instruction B.2 of Form 8-K, the information provided under this Item 8.01 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

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Item 9.01Financial Statements and Exhibits.

 

(d) Exhibits. In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.

 

 

 

Exhibit No.

Exhibit

 

 

99.1

Press Release, dated April 7, 2020

 

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SANCHEZ MIDSTREAM PARTNERS LP

 

 

 

 

 

 

 

By:  Sanchez Midstream Partners GP LLC,
its general partner

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Date: April 7, 2020

 

 

 

By:

/s/ Charles C. Ward

 

 

 

 

 

 

 

 

Charles C. Ward

 

 

 

 

 

 

 

 

Chief Financial Officer and Secretary

 

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SNMP 8-K Delisting 991

Exhibit 99.1

 

 

 

 

Press Release

 

 

General Inquiries:  (713) 783-8000
www.sanchezmidstream.com

 

Sanchez Midstream Partners Receives Notice from NYSE American Regarding Continued Listing Standard

 

 

HOUSTON--(GLOBE NEWSWIRE)--April 7, 2020--Sanchez Midstream Partners LP (NYSE American: SNMP) (“SNMP” or the “Partnership”) today announced that on April 3, 2020, the Partnership received a deficiency letter from NYSE American LLC (“NYSE American”) stating that the Partnership was below compliance with the NYSE American continued listing standard Section 1003(a)(i) of the NYSE American Company Guide, which requires SNMP to report partners’ capital of $2.0 million or more if it has also reported losses from continuing operations and/or net losses in two of its three most recent fiscal years.

The receipt of the deficiency letter has no immediate impact on the listing of the Partnership’s common units, which will continue to trade on NYSE American subject to the Partnership’s compliance with other continued listing standards of NYSE American.  In accordance with applicable NYSE American procedures, the Partnership must submit a plan by May 3, 2020 advising of actions it has taken or will take to regain compliance with the continued listing standard by Oct. 3, 2021.  The Partnership is currently evaluating its available options and intends to develop a plan to be submitted no later than May 3, 2020.

About the Partnership

Sanchez Midstream Partners LP (NYSE American: SNMP) is a growth-oriented publicly-traded limited partnership focused on the acquisition, development, ownership and operation of midstream and other energy-related assets in North America. The Partnership has ownership stakes in oil and natural gas gathering systems, natural gas pipelines and natural gas processing facilities, all located in the Western Eagle Ford in South Texas.

Additional Information

Additional information about SNMP can be found in our documents on file with the SEC which are available on our website at www.sanchezmidstream.com and on the SEC’s website at www.sec.gov.

 

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Forward-Looking Statements

This press release contains, and our officers and representatives may from time to time make, “forward–looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These forward-looking statements are subject to a number of risks and uncertainties and other factors that are difficult to predict, many of which are beyond management's control.  These risks and uncertainties include, but are not limited to: the resolution of the pending Chapter 11 bankruptcy of Sanchez Energy Corporation and certain of its subsidiaries and its impact on the Partnership’s business, results of operations and financial condition; the Partnership’s ability to prepare a plan to return to compliance with NYSE American continued listing standards; the acceptance of such plan by NYSE American; and the Partnership’s ability to comply with such plan and return to compliance with NYSE American continued listing standards prior to Oct. 3, 2021. An extensive list of factors that can affect future results are discussed in SNMP’s most recent Annual Report on Form 10-K and any updates to those risk factors set forth in the Partnership’s Quarterly Reports on Form 10-Q or Current Reports on Form 8-K. The Partnership’s filings with the SEC are available on its website at www.sanchezmidstream.com and on the SEC’s website at www.sec.gov. The forward-looking statements speak only as of the date made, and other than as required by law, the Partnership undertakes no obligation to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise.

 

PARTNERSHIP CONTACT

Charles C. Ward

Chief Financial Officer

ir@sanchezmidstream.com 

(877) 847-0009

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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