X0206 3 2020-11-17 0 0001362705 Sanchez Midstream Partners LP SNMP 0001833393 Stonepeak Texas Midstream Holdco LLC 550 WEST 34TH STREET 48TH FLOOR NEW YORK NY 10001 true true See Remarks Common Units 4650439 I See Footnotes Common Units 393291 I See Footnotes Class C Preferred Units 36474436 I See Footnotes Warrant 0 Common Units 2325364 I See Footnotes This amount includes 140,647 Common Units that are subject to vesting. These Common Units are owned directly by SP Common Equity Subsidiary LLC ("SPCE Sub"). Stonepeak Catarina Holdings LLC ("Stonepeak Catarina") is the sole member of SPCE Sub. These Common Units, Class C Preferred Units and Warrant are owned directly by Stonepeak Catarina. Stonepeak Texas Midstream Holdco LLC is the managing member of Stonepeak Catarina. Stonepeak Catarina Upper Holdings LLC is the majority owner member of Stonepeak Texas Midstream Holdco LLC. Stonepeak Infrastructure Fund (Orion AIV) LP is the managing member of Stonepeak Catarina Upper Holdings LLC. Stonepeak Associates LLC is the managing member of Stonepeak Texas Midstream Holdco LLC and the general partner of Stonepeak Infrastructure Fund (Orion AIV) LP. Stonepeak GP Holdings LP is the sole member of Stonepeak Associates LLC. Stonepeak GP Investors LLC is the general partner of Stonepeak GP Holdings LP. Stonepeak GP Investors Manager LLC is the managing member of Stonepeak GP Investors LLC. Each of Mr. Dorrell and Mr. Vichie serve as a managing member of Stonepeak GP Investors Manager LLC. The Class C Preferred Units have the same voting rights as the holders of the Common Units but are not convertible into Common Units. The Warrant may be exercised at any time and from time to time during the period beginning on August 2, 2019 and ending on the later of the seventh anniversary of such date and the date thirty days after the date on which all of the Class C Preferred Units have been redeemed for a number of Junior Securities (which includes equity interests of the Issuer and its general partner that rank junior to the Class C Preferred Units, including, but not limited to, Common Units) equal to 10% of the then-outstanding applicable class of Junior Securities as of the exercise date. No purchase price will be payable in connection with the exercise of the Warrant. Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Exchange Act, or for any other purpose. Exhibit 99.1: Additional Signatures. Solely for purposes of Section 16 of the Exchange Act, the Reporting Person may be deemed to be a director-by-deputization by virtue of Stonepeak Catarina's contractual right to, based on its current ownership, designate two persons to serve on the board of directors of the General Partner of the Issuer (the "Board"). Jack Howell and Luke Taylor, each an employee of Stonepeak Catarina, are members of the Board. In addition, Michael Bricker and John Steen also serve as members of the Board. See Exhibit 99.1 2020-11-27