Relationship with Sanchez Energy and Sanchez Oil & Gas

We believe that our relationship with Sanchez Energy Corporation (NYSE: SN) (“Sanchez Energy”) provides us with a strategic advantage and will continue to provide us with significant growth opportunities. As of March 31, 2017, Sanchez Energy owns approximately 16% of our outstanding common units.  Since March 2015, we have completed three midstream asset acquisitions and two working interest acquisitions from Sanchez Energy.  Pursuant to a right-of-first-offer, Sanchez Energy has agreed to offer us the right to acquire any midstream assets that it desires to sell.  However, Sanchez Energy is under no obligation to sell any assets to us or to accept any offer for its assets that we may choose to make.

We have a shared services agreement in place with SP Holdings, LLC (“Manager”), which in turn has a shared services agreement in place with Sanchez Oil & Gas Corporation (“SOG”).  SOG also has a shared services agreement in place with Sanchez Energy.  We believe that our relationships with Manager and SOG provide us with competitive advantages, including a cost-efficient means of operating our assets.  Manager is the sole member of our general partner and has an interest in us through its ownership of all of our incentive distribution rights.  Manager and SOG provide services that we require to operate our business, including overhead, technical, administrative, marketing, accounting, operational, information systems, financial, compliance, insurance, acquisition, disposition and financing services.  SOG has a senior management team that averages over 20 years of industry experience and employs over 300 full-time employees.  SOG also provides us a dedicated business development team that screens approximately 150 acquisition opportunities per year.  SOG was formed in 1972 and has drilled or participated in over 3,000 wells, directly and through joint ventures, and has successfully built and operated extensive midstream and gathering assets associated with its exploration and production assets.  Since Sanchez Energy’s initial public offering in December 2011, SOG has been responsible for executing on approximately $2.2 billion in total drilling and completion budgets and has assisted in closing approximately $3.4 billion in acquisitions.  Since its inception, SOG has cultivated relationships with mineral and surface rights owners in and around South Texas and other oil and natural gas basins in North America and has compiled an extensive technological database, including more than 8,500 square miles of 3D seismic data, more than 450,000 well logs, greater than 15,000 wells of electronic documents, as well as a fully integrated suite of the latest interpretive geological software. We plan to leverage SOG’s extensive expertise and experience to execute our business strategies.

While we believe that our relationships with Sanchez Energy, Manager and SOG are a significant strength, they are also a source of potential risks and conflicts. For more information, we encourage investors to read our documents on file with the SEC, which are available at: www.sec.gov.