December 17, 2020


Via Email
George J. Vlahakos
Sidley Austin LLP
1000 Louisiana Street, Suite 5900
Houston, TX 77002

       Re:     Sanchez Midstream Partners LP
               Schedule 13E-3 filed December 11, 2020
               Filed by Stonepeak Catarina Holdings, LLC et al.
               File No. 5-82227

Dear Mr. Vlahakos:

         The staff in the Office of Mergers and Acquisitions has conducted a
limited review of the
filing listed above. We have limited our review of your Schedule 13E-3 to those
issues we have
addressed in the comments below. In some of our comments, we may ask you to
provide us with
information so we may better understand your disclosure.

       Please respond to this letter by amending your filing, by providing the
requested
information, or by advising us when you will provide the requested response. If
you do not
believe our comments apply to your facts and circumstances or do not believe an
amendment is
appropriate, please tell us why in your response.

       After reviewing any amendment to your filing and the information you
provide in
response to these comments, we may have additional comments. Defined terms used
here have
the same meaning as in your filing.

Schedule 13E-3 filed December 11, 2020 - General

   1. We understand that you have appropriately filed this Schedule 13E-3 at
the first step in a
      series of transactions which may culminate in SNMP   s Common Units
becoming eligible
      for deregistration. However, the triggering event for deregistration
appears to be
      something that may happen in the future: the exercise of the limited call
right. Only if
      and when the limited call right is exercised will the price to be paid
per Common Unit be
      ascertainable, based on an average daily trading price formula in the
days before the call.
      Thus, the most material terms of the going private transaction, including
the price to be
      paid to unaffiliated Common Unit holders and the update to the fairness
determinations
      resulting from such price, will not be known until that time. Therefore,
we expect that if
      and when the limited call right is exercised, the filing persons will
amend and
 George J. Vlahakos, Esq.
Sidley Austin LLP
December 17, 2020
Page 2

         disseminate an updated disclosure document meeting the requirements of
Schedule 13E-3
         and Rule 13e-3, including the timing requirements of that Rule. Please
amend the
         document to explain this process. In addition, please allow sufficient
time for staff
         review of your revised Schedule 13E-3 if the limited call option is
exercised and you will
         buy out unaffiliated Common Unit holders.

   2. We note that the Disclosure Statement filed as Exhibit (a)(3) to the
Schedule 13E-3
      contains a date certain (December 10, 2020) rather than a placeholder.
Indicate in your
      response letter whether this document has already been disseminated to
shareholders, and
      if so, how you intend to handle the amendment filed in response to these
comments.

   3. It does not appear that the Disclosure Statement includes all of the
disclosure required by
      Schedule 13E-3 as to the Stonepeak Filing Entities other than Stonepeak
Catarina and
      SNMP. Refer for example to the disclosure in the Purpose and Reasons for
the
      Transaction section on page 8. Please revise generally to ensure that all
of the required
      disclosure is provided for each filing person, including the individuals
who filed this
      Schedule 13E-3.

Summary Term Sheet     Who are the parties to the Common Unit PIK Distribution
Agreement,
page 1

   4. Here or in a separate section of the Summary Term Sheet, explain the role
of the other
      Stonepeak Filing Entities in this transaction.

The Position of Stonepeak and SNMP Regarding the Fairness of the Common Unit
PIK
Distributions, and, If Exercised, the Exercise of the Limited Call Right, page
10

   5. Provide additional details about the    recent unsolicited non-binding
indication of interest
      received by the General Partner    referenced on pages 10 and 11 of the
Disclosure
      Statement. Your revised disclosure should describe all material terms,
including who
      made the proposal and in what context, and the response of the General
Partner to the
      indication of interest.

       We remind you that SNMP and the other filing persons on the Schedule
13E-3 are
responsible for the accuracy and adequacy of their disclosures in both filings,
notwithstanding
any review, comments, action or absence of action by the staff. Please contact
me at 202-551-
3263 with any questions.

                                                             Sincerely,

                                                             /s/ Christina
Chalk

                                                             Christina Chalk
                                                             Senior Special
Counsel
                                                             Office of Mergers
& Acquisitions