Securities Exchange Act of 1934
February 19, 2015
Response of the Office of Chief Counsel
Division of Corporation Finance
Sanchez Production Partners LLC
Incoming letter dated February 10, 2015
Based on the facts presented, the Division's views are as follows. Capitalized terms have the same meanings as defined in your letter.
- The Conversion will constitute a "succession" for purposes of Rule 12g-3(a) under the Exchange Act.
- Sanchez LP may take into account the Company's reporting history under the Exchange Act in determining its eligibility to use Form S-3. The Company's reporting history under the Exchange Act may also be used in determining whether Sanchez LP "meets the requirements for use of Form S-3" within the meaning of Form S-4 and "satisfies the registrant requirements for use of
Form S-3" within the meaning of Form S-8.
- The Company's Exchange Act reporting history may be taken into account when determining Sanchez LP's compliance with the current public information requirements of Rule 144(c)(1) under the Securities Act.
- Average weekly reported trading volume in the Company SPP Common Units during the time periods specified by Rule 144(e)(1) under the Securities Act may be taken into account in determining the limitations on the amount of Sanchez Common Units that may be sold pursuant to Rule 144(e).
- The Division will not object if Sanchez LP, as successor to the Company, does not file new registration statements under the Securities Act for ongoing offerings of securities covered by the Registration Statements, provided that Sanchez LP adopts the Registration Statements by filing post-effective amendments pursuant to Rule 414 under the Securities Act.
Our positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.
Michael J. Reedich
The Incoming Letter is in Acrobat format.