Related Party Transactions | 12. RELATED PARTY TRANSACTIONS We are controlled by our general partner. The sole member of our general partner is Manager, which has no officers. In May 2014, we entered into the Services Agreement with Manager pursuant to which Manager provides services that we require to operate our business, including overhead, technical, administrative, marketing, accounting, operational, information systems, financial, compliance, insurance, professionals, acquisition, disposition and financing services. In connection with providing services under the Services Agreement, Manager receives compensation consisting of: (i) a quarterly fee equal to 0.375% of the value of our properties other than our assets located in the Mid-Continent region, (ii) reimbursement for all allocated overhead costs as well as any direct third-party costs incurred and (iii) for each asset acquisition, asset disposition and financing, a fee not to exceed 2% of the value of such transaction. Each of these fees, not including the reimbursement of costs, is paid in cash unless Manager elects for such fee to be paid in our equity. The Services Agreement has a ten-year term and will be automatically renewed for additional one-year terms unless either Manager or the Partnership provides notice of termination to the other with at least 180 days’ notice. During the six months ended June 30, 2017, we expensed approximately $4.4 million to Manager pursuant to the Services Agreement. Manager utilizes Sanchez Oil & Gas Corporation (“SOG”), to provide the services under the Services Agreement. In May 2014, we entered into a Contract Operating Agreement with SOG pursuant to which SOG either provides services to operate, develop and produce our oil and natural gas properties or engages a third-party operator to do so, other than with respect to our properties in the Mid-Continent Region. We also have entered into the Geophysical Seismic Data Use License Agreement with SOG pursuant to which SOG provides us a non-exclusive, royalty-free license to use seismic, geophysical and geological information relating to our oil and natural gas properties that is proprietary to SOG and not restricted by agreements that SOG has with landowners or seismic data vendors. SOG, headquartered in Houston, Texas, is a private full-service oil and natural gas company engaged in the exploration and development of oil and natural gas primarily in the South Texas and onshore Gulf Coast areas on behalf of its affiliates. The Chairman of the board of directors of our general partner, the President and Chief Operating Officer of our general partner, Eduardo A. Sanchez, one of our directors, along with their immediate family members Ana Lee Sanchez Jacobs and Antonio R. Sanchez, Jr., collectively, either directly or indirectly, own a majority of the equity interests of SOG. In addition, Antonio R. Sanchez, Jr. is a member of the board of directors of SOG, and such other individuals, as well as Ana Lee Sanchez Jacobs, are officers of SOG. In October 2015, the Partnership entered into a Firm Gathering and Processing Agreement with Sanchez Energy for an initial term of 15 years under which production from approximately 35,000 acres in Dimmit County and Webb County, Texas is dedicated for gathering by Catarina Midstream, LLC (the “Gathering Agreement”). In addition, for the first five years of the Gathering Agreement, SN Catarina will be required to meet a minimum quarterly volume delivery commitment of 10,200 barrels per day of crude oil and condensate and 142,000 Mcf per day of natural gas, subject to certain adjustments. On June 30, 2017, the Gathering Agreement was amended to add an incremental infrastructure fee to be paid by SN Catarina based on water that is delivered through the gathering system through March 31, 2018. As of June 30, 2017, and December 31, 2016, the Partnership had a net receivable from related parties of $4.8 million and $6.0 million, respectively, which are included in “Accounts receivable – related entities” in the condensed consolidated balance sheets. As of June 30, 2017, and December 31, 2016, the Partnership also had a net payable to related parties of $14.8 million and $7.0 million, respectively. The net receivables/payable as of June 30, 2017, and December 31, 2016 consist primarily of revenues receivable from oil and natural gas production and transportation, offset by costs associated with that production and transportation, development of gathering and transportation assets and obligations for general and administrative costs. In July 2016, we acquired 50% of the outstanding membership interests in Carnero Gathering from SN Midstream for cash consideration of approximately $37.0 million, and the assumption of approximately $7.4 million of remaining capital commitments to Carnero Gathering. In addition, the Partnership is required to pay SN Midstream a monthly earnout based on gas received from SN Catarina at Carnero Gathering’s receipt points, as well as gas delivered and processed at the Raptor Gas Processing Facility for other producers. The remaining 50% of the membership interests are owned by an affiliate of Targa. Carnero Gathering operates a gas gathering pipeline in the Western Eagle Ford in South Texas that interconnects with the Raptor Gas Processing Facility. The Partnership made capital contributions to Carnero Gathering totaling $8.1 million between July 5, 2016, and June 30, 2017. See further discussion of the transaction in Note 3, “Acquisitions and Divestitures .” In October 2016, the Partnership entered into a Purchase and Sale Agreement (the “Lease Option Purchase Agreement”) with Sanchez Energy and SN Terminal, LLC (the “SNT”), pursuant to which SNT granted and conveyed to the Partnership an option to acquire a ground lease (the “Lease Option”) to which SNT is a party for a tract of land leased from the Calhoun Port Authority in Point Comfort, Texas. In addition, if Sanchez Energy or any of its affiliates have entered into an option to engage in the construction of or participation in a Project (as defined below) and/or receive the benefit of an acreage dedication from an affiliate of the Sanchez Energy relating to a Project, then such option and/or acreage dedication will also be assigned to us, if we exercise the Lease Option. The Partnership will pay SNT $1.00 if the Lease Option is exercised, along with $250,000 if the Partnership or any of its affiliates elects to construct, own or operate a marine crude storage terminal on or within five miles of the Point Comfort lease or participates as an investor in the same, within five miles thereof (a “Project”). In November 2016, in conjunction with our public offering of common units, the Partnership entered into a Common Unit Purchase Agreement with SN UR Holdings, LLC (the “Purchaser”), a wholly-owned subsidiary of Sanchez Energy, whereby we issued to the Purchaser 2,272,727 common units for proceeds of approximately $25.0 million. See further discussion of the transaction in Note 3, “Acquisitions and Divestitures .” In November 2016, we acquired 50% of the outstanding membership interests in Carnero Processing from SN Midstream for cash consideration approximately $55.5 million and the assumption of approximately $24.5 million of remaining capital commitments to Carnero Processing. The Partnership made capital contributions to Carnero Processing totaling $14.1 million between November 22, 2016 and June 30, 2017. Also in November 2016, the Partnership consummated a Purchase and Sale Agreement with SN Cotulla Assets, LLC and SN Palmetto, LLC, each a wholly-owned subsidiary of Sanchez Energy, to purchase working interest in 23 producing Eagle Ford Shale wellbores located in Dimmit and Zavala counties in South Texas as well as escalating working interests in an additional 11 producing wellbores in the Palmetto Field in Gonzales, Texas for approximately $24.2 million. See further discussion of the transactions in Note 3, “Acquisitions and Divestitures .” Sanchez Energy is an independent exploration and production company focused on the acquisition and development of U.S. onshore unconventional oil and natural gas resources, with a current focus on the Eagle Ford Shale in South Texas where it has assembled approximately 356,000 net acres. The Chairman of the board of directors of our general partner, Antonio R. Sanchez, III, is Sanchez Energy’s Chief Executive Officer and a member of its board of directors. A member of the board of directors of our general partner, Eduardo A. Sanchez, is the President of Sanchez Energy. The President and Chief Operating Officer of our general partner, Patricio D. Sanchez, who is also a member of the board of directors of our general partner, is an Executive Vice President of Sanchez Energy. Antonio R. Sanchez, Jr., the father of Antonio R. Sanchez, III, Eduardo A. Sanchez, and Patricio D. Sanchez, is the Executive Chairman of the board of directors of Sanchez Energy. Antonio R. Sanchez, Jr., Antonio R. Sanchez, III, Patricio D. Sanchez and Eduardo A. Sanchez beneficially own approximately 7.4%, 3.1%, 0.8% and 1.6%, respectively, of Sanchez Energy’s shares outstanding as of June 30, 2017. Sanchez Energy indirectly, through one of its wholly owned subsidiaries, beneficially owns approximately 15.6% of the outstanding common units of SNMP. |