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Subsequent Events
9 Months Ended
Sep. 30, 2016
Subsequent Events  
Subsequent Events

18. SUBSEQUENT EVENTS

On October 31, 2016, the board of directors of the general partner of the Partnership declared cash distributions of $0.4246 per common unit and $0.45 per Class B preferred unit for the third quarter of 2016.  The distributions are payable on November 30, 2016 to unitholders of record on November 10, 2016.

On October 6, 2016, the Partnership entered into a Purchase and Sale Agreement with SN and SN Midstream to purchase all of SN Midstream issued and outstanding membership interests in Carnero Processing for total consideration of approximately $47.7 million, plus the assumption of approximately $32.3 million of remaining capital contribution commitments. The membership interests to be acquired constitute 50% of the outstanding membership interests in Carnero Processing, with the other 50% of the membership interests of Carnero Processing being owned by TPL SouthTex Processing Company LP. Carnero Processing is constructing a cryogenic gas processing facility located in La Salle County,Texas. Consummation of the Carnero Processing Transaction is subject to the satisfaction of customary closing conditions and is expected to close during the fourth quarter of 2016.

On October 6, 2016, SEP Holdings IV, LLC, a wholly-owned subsidiary of the Partnership, and the Partnership entered into a Purchase and Sale Agreement with SN Cotulla Assets, LLC and SN Palmetto, LLC, each a wholly-owned subsidiary of SN, to purchase oil and gas properties for total consideration of $27.0 million (the “Production Transaction”). After $2.1 million in normal and customary closing adjustments, consideration paid at closing is anticipated to consist of $24.9 million cash. Components of the acquisition include working interests in 23 producing Eagle Ford wellbores located in Dimmit and Zavala counties in South Texas together with escalating working interests in an additional 11 producing wellbores located in the Palmetto Field in Gonzales County, Texas. The transaction is expected to add approximately 700 Boe/d of production, on average, in 2017.  Based on SN’s estimation of the forward commodity pricing, as adjusted for estimated locational differences, as well as SN’s estimation of the future cost of services, as adjusted for estimated inflation, the estimated proved reserves from the producing wellbores is approximately 2,136 MBoe, of which 73% is oil, 13% natural gas liquids, and 14% natural gas.  Utilizing the Securities and Exchange Commission’s methodology for calculating reserves as set forth in Rule 4-10(a) of Regulation S-X (including based on an unweighted arithmetic average of the first-day-of-the-month price for each month within twelve months prior to the July 1, 2016 effective date of the transaction) results in estimated proved reserves from the producing wellbores of approximately 1,800 MBoe. Consummation of the Production Transaction is subject to the satisfaction of customary closing conditions and is expected to closing during the fourth quarter of 2016.

On October 6, 2016, the Partnership entered into a Purchase and Sale Agreement with SN and SN Terminal, LLC, a wholly-owned subsidiary of SN, pursuant to which the Partnership obtained an option to acquire a ground lease to which SN Terminal, LLC is a party for a tract of land leased from the Calhoun Port Authority in Point Comfort, Texas. In addition, if SN or any of its affiliates enter 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 SN relating to a Project, then such option and/or acreage dedication will also be assigned to the Partnership, if the Partnership exercises the Lease Option. The Partnership will pay SN Terminal, LLC $1.00 if the Lease Option is exercised, along with $250,000 if the Partnership or any other person affiliated with the Partnership constructs a marine crude storage terminal on the leased premises or within five miles thereof (a “Project”).