Filed by Sabine Production Partners, LP
Pursuant to Rule 425 under the Securities Act of 1933
Subject Company: Sabine Royalty Trust
Commission File Number: 333-127203
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Sabine Production Partners, LP
HOME (SABINE PRODUCTION PARTNERS LOGO)
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THE PROPOSAL
- Tax-free conversion of Sabine Royalty Trust ("SRT") to conservatively
managed growth oriented vehicle, Sabine Production Partners, LP
("SPP")
- Occurs upon 50.1% vote of SRT unit holders
- Special cash distribution of $0.50 for every unit of SPP upon
conversion
THE REASON
- SRT production declining due to NO management
- SRT trustee prohibited from acting
THE STRATEGY
- Balanced and experienced management with company building history
- Acquisition of long-lasting producing properties
- Application of enhanced recovery techniques to improve financial
returns on acquired properties
UNIT HOLDERS
Unit holders with questions, please contact:
GEORGESON SHAREHOLDER COMMUNICATIONS, INC.
17 State Street
New York, NY 10004
(866) 729-6808
spp@gscorp.com
NOTICE
We have filed a registration statement (including a prospectus / proxy
statement) with the Securities and Exchange Commission for the proposed business
combination transaction described here. We urge you to read the prospectus /
proxy statement and the other related documents filed with the SEC because they
contain important information about us and the transaction. Get the prospectus /
proxy statement for free by clicking here or calling toll-free (800) 519-4866 or
(866) 729-6808; get the entire registration statement for free by visiting EDGAR
on the SEC website at www.sec.gov.
(C) 2006 Sabine Production Partners, LP
Sabine Production Partners, LP
HOME (SABINE PRODUCTION PARTNERS LOGO)
COMPANY PROFILE
PROPOSAL INFORMATION
LOCAL MEETING SCHEDULE
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COMPANY OVERVIEW
OUR GROWTH STRATEGY
(GRAPHIC)
Market Opportunity
Our Strategy Following the Transaction
Selective Acquisitions
Management of Operators
Utilization of Advanced Technical Capabilities
Focus on Operational Efficiency
Reliance on the Skill of Management
MARKET OPPORTUNITY
Based on materials and reports produced by an independent oil and gas research
firm, the U.S. energy and petroleum property acquisition and divestiture market
has averaged approximately $37.7 billion of annual transactions during the five
years ended December 31, 2004. Based on
UNIT HOLDERS
Unit holders with questions, please contact:
GEORGESON SHAREHOLDER COMMUNICATIONS, INC.
17 State Street
New York, NY 10004
(866) 729-6808
spp@gscorp.com
NOTICE
We have filed a registration statement (including a prospectus / proxy
statement) with the Securities and Exchange Commission for the proposed business
combination transaction described here. We urge you to read the prospectus /
proxy statement and the other related documents filed with the SEC because they
contain important information about us and the transaction. Get the prospectus /
proxy statement for free by clicking here or calling toll-free (800) 519-4866 or
(866) 729-6808; get the entire registration statement for free by visiting EDGAR
on the SEC website at www.sec.gov.
such report, the transactions with a value less than $100 million comprise
approximately 21% of the aggregate dollar value of this market, but comprise a
majority of the number of transactions in the market. This activity has been
largely independent of commodity price fluctuations and, instead, has been
driven by a combination of strategic business decisions and the desire to
efficiently deploy capital. Over time, a company is likely to sell assets that
have become less meaningful to its total asset base so that the capital can be
redeployed into other assets that will have a greater impact on its financial
performance. Also, once a company has exploited its undeveloped potential
associated with a field or fields, it often will look to sell such mature assets
to harvest its investment.
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OUR STRATEGY FOLLOWING THE TRANSACTION
Our long-term strategy is to increase cash distributions per unit by increasing
our reserves, production, cash flow and earnings. We intend to do this through a
properly balanced program of:
- selective acquisition of additional proved oil and natural gas
properties;
- monitoring and managing the operators of our investment properties,
including the operators of our legacy assets (who are all third party
operators), to the extent possible under existing contracts, to
evaluate and promote their compliance with legal standards for prudent
operation;
- utilizing, where appropriate, advanced technologies to increase
production;
- focusing on operational efficiency; and
- otherwise relying on the skill of our senior management team.
To successfully execute our growth strategy, we will require access to capital
on competitive terms. We believe that we will have a lower cost of capital as
compared to many of our competitors that pay income taxes at
the corporate level. Unlike oil and gas companies organized for federal income
tax purposes as corporations, we will not be required to pay federal income
taxes at the partnership level, which will allow for additional cash that can be
used to pay distributions to our partners or to reinvest in our business. We
intend to finance future acquisitions of interests in oil and gas properties
with funds available from our proposed credit facility and net proceeds from
future issuance of Partnership equity or debt securities. We believe that a
publicly traded limited partnership structured as described herein will provide
a distinctive platform to compete effectively in the acquisition of interests in
mature U.S. oil and natural gas properties. We believe that our structure, tax
efficiency and cost of capital will allow us to bid competitively for interests
in crude oil and natural gas properties against taxable corporations and other
taxable entities.
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SELECTIVE ACQUISITIONS
We intend to acquire proved properties that enhance our competitive position,
offer economies of scale and provide further development potential. We will take
a disciplined approach to any potential acquisitions by evaluating properties
for, among other factors we deem relevant, predictable production and proven
levels of reserves. We do not plan to engage in high-risk exploratory or
"wildcatting" activities or similar high-risk endeavors, but rather, we aim to
acquire lower-risk assets with meaningful upside potential.
We anticipate that the Partnership will acquire oil and natural gas producing
and developmental properties located onshore in the continental United States.
Our investments will generally range in size from $10 million to $100 million,
although investments could be above or below this range. The types of
investments that we will seek primarily consist of producing working interests,
producing royalty and/or mineral interests, net profits
interests derived from producing oil and gas assets and partnership interests in
funds that hold an economic interest in producing oil and gas properties.
However, we may also acquire properties and operate them. We refer to these
investments as the Partnership's targeted investments. Although we may have
reviewed and/or considered various properties for sale in the market as of the
date of this prospectus/proxy statement, we have not identified any specific
investments meeting our investment objectives.
We intend to primarily pursue acquisitions of properties that have a large
component of proved producing reserves and moderate decline rates. In many
cases, we will pursue properties requiring limited capital reinvestment. We will
also consider the purchase of properties that would be candidates for the
secondary and tertiary recovery techniques to be utilized by us.
We will generally evaluate acquisition opportunities based on the following
general acquisition criteria:
Financial
- Acquisitions should increase (or be accretive to) net income to us
and, thus, be accretive to our distributions to common unit holders.
- The aggregate purchase price of all properties acquired in a single
transaction should not exceed the undiscounted aggregate projected net
cash flow from the properties from the date of purchase plus a
reasonable rate of return under the circumstances.
- The oil and gas producing properties to be acquired should, in the
context of the market, have a reasonable rate of return and reserve
acquisition cost.
Operational
- We will give priority to properties exhibiting some or all of the
following characteristics:
- low capital expenditures relative to cash generation potential;
- low operating costs or high margins;
- experienced, well-regarded operators;
- favorable production history;
- upside potential through secondary and tertiary recovery
techniques, infill drilling, improved field operations and other
development activities;
- medium to long reserve life; and
- moderate environmental and site remediation risk.
Independent Verification
- From time to time, we may utilize engineering reports to help evaluate
the purchase of new properties.
We are seeking properties that have relatively long reserve lives and highly
predictable production profiles. We are seeking properties that have extensive
production histories and production enhancement opportunities. While the
properties may be geographically diversified, we intend to focus on producing
fields that are concentrated within adjacent areas, allowing for economies of
scale in production and cost effective application of reservoir management
techniques gained from prior operations.
We will not pursue acquisitions that require substantial drilling expenditures
to generate our target returns or pursue high decline properties. We believe
that the property acquisition market for producing oil and natural gas
properties is more stable and less volatile than the property acquisition market
for properties with substantial drilling opportunities. We also believe that
many larger public and private oil and natural gas companies desire to purchase
properties with a large component of value attributable to nonproducing reserves
and acreage.
We believe that the valuation of such types of properties is more arbitrary and
often requires extensive drilling to generate acceptable returns to the buyer.
Producing properties are often purchased by private companies that have higher
costs of capital and higher return requirements. By focusing on mature producing
properties, we believe that we will be able to successfully acquire oil and gas
properties.
We reserve the right to acquire properties that do not meet one or more of these
criteria and to modify our criteria at any time.
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MANAGEMENT OF OPERATORS
We believe that, in order to fully realize the potential for our properties, our
General Partner must take an active role in monitoring and managing our
operators, including the operators of our legacy assets (who are all third party
operators), to the extent possible under existing contracts, to evaluate and
promote their compliance with legal standards for prudent operation, which are
designed to protect the rights of royalty interest owners from asset waste. We
will review operator records to which we are entitled, notify operators of any
perceived noncompliance, and seek to enforce compliance through commercially
reasonable means, up to and including litigation. We believe that these efforts
will lead to enhanced production and proper development of underdeveloped
acreage. However, operators may not respond favorably to our efforts and
enforcing their compliance may be costly. Historically, the Trustee, by the
terms of the trust agreement, has been restricted to merely receiving cash
distributions from the legacy assets and distributing the cash to SRT's unit
holders and, therefore to our knowledge, has not been able to monitor or promote
compliance by the operators.
We also intend to be the working interest operator in certain of our acquired
and developed properties. This would allow us to exercise more control over
expenses, capital allocation, and the timing of development and production
activities in our fields. It also enables us to implement controls over our
costs to ensure prudent expenditures.
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UTILIZATION OF ADVANCED TECHNICAL CAPABILITIES
On interests we acquire and have sole or shared operational control, we intend
to evaluate and use, where appropriate, advanced technologies, computer-aided
exploration and specialized production applications, such as short radius
horizontal wells. We believe that these techniques will permit us to better
delineate or produce oil and natural gas reserves. Some or all of these
techniques may currently be utilized on SRT's legacy assets. As appropriate, we
will deploy water flooding, CO(2) flooding, horizontal drilling, chemical
flooding, environmental management, proppant fracturing, production logging and
other methods of production optimization to enhance production or extend the
production life of our properties and to increase the ultimate recovery of
reserves in place. In addition, we may engage in development or exploitation
drilling activities on discovered, identified, proved, undeveloped drilling
locations or use existing wellbores to access additional known productive
horizons.
Specifically, Cano Petroleum's enhanced recovery program includes, and we intend
to use, alkaline-surfactant-polymer (ASP) technology, a chemical flooding
process that can significantly increase the oil production during a secondary or
tertiary recovery program on a mature field, but which is not appropriate for
every field or every water flood. ASP involves the use of a mixture of chemicals
injected into the rock, helping to wash out the oil while at the same time
improving sweep efficiency to produce even more oil. This technology also
reduces the interfacial tension between the in-place crude and the water that
must be injected along with
the chemicals. ASP technology can be applied to a field at any time during a
water flood, even at the end of a tertiary program. The fluid must be customized
for each different field because no two reservoirs are alike. According to
Surtek, Inc., a leader in ASP technology and development, total oil recovery
with this technology is nearly twice that of a traditional water flood program,
although there is no conclusive evidence that recovery will increase for every
application by this amount, if at all. Further, typical ASP field projects have
resulted in incremental oil recovery for a total of 15% to 30% of the original
oil in place at a cost of $4 per barrel of oil during peak response in the
field, which cost increases significantly in more mature water floods. We only
intend to use this technology when it is economically feasible and beneficial.
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FOCUS ON OPERATIONAL EFFICIENCY
We intend to maintain a conservative financial position and to implement a low
overhead and operational expense structure. We believe this focus will permit us
to pursue the acquisition, development and production of properties that may not
be economically attractive to others.
We intend to emphasize strict cost controls in all aspects of our business and
to operate our properties, wherever possible, utilizing a minimum number of
personnel. This operating control also provides greater flexibility as to the
timing requirements to fund new capital expenditures. By strictly controlling
our general and administrative expenses, our General Partner will strive to
maximize our distributions to common unit holders.
As part of our cost-control procedure, we plan to use independent engineers and
geologists, wherever practicable. In addition to providing a critical check on
our expansion plans, employing third-party experts on a case-by-case basis
enables us to keep our operating overhead low and adhere to our commitment to
keep fixed costs within a manageable range.
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RELIANCE ON THE SKILL OF MANAGEMENT
Our senior management team and the members of the governing Board of Managers of
the Managing Member possesses an average of 16 years of experience in the oil
and natural gas industry. Further, we intend to retain, as appropriate, other
skilled persons including engineers and geologists, to assist with our business
plan. We believe that the skill of our management team is a key aspect of our
growth strategy.
Our growth strategy involves significant risk. No assurances can be given that
we will be in a position to execute upon our growth strategy or, if executed,
that it will lead to the benefits, including the benefit of increased cash
distribution per unit, that we currently anticipate.
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(C)2006 Sabine Production Partners, LP
Sabine Production Partners, LP
HOME (SABINE PRODUCTION PARTNERS LOGO)
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MANAGEMENT BIOS
NAME AGE POSITION WITH OUR COMPANY
---- --- -------------------------
Gerald W. Haddock 57 Member of Governing Board, Chairman and Office of
the Chief Executive Officer
Dr. Kenneth Q. Carlile 59 Member of Governing Board, Office of the Chief
Executive Officer
S. Jeffrey Johnson 40 Member of Governing Board, Office of the Chief
Executive Officer
Jack I. Tompkins 59 Member of Governing Board
James E. Farrell 46 Vice President, Chief Financial Officer
Stephen R. Robinson 48 Vice President, General Counsel
Thomas D. Cochrane 42 Vice President of Engineering
Zachary Q. Carlile 32 Vice President
UNIT HOLDERS
Unit holders with questions, please contact:
GEORGESON SHAREHOLDER COMMUNICATIONS, INC.
17 State Street
New York, NY 10004
(866) 729-6808
spp@gscorp.com
NOTICE
We have filed a registration statement (including a prospectus / proxy
statement) with the Securities and Exchange Commission for the proposed business
combination transaction described here. We urge you to read the prospectus /
proxy statement and the other related documents filed with the SEC because they
contain important information about us and the transaction. Get the prospectus /
proxy statement for free by clicking here or calling toll-free (800) 519-4866 or
(866) 729-6808; get the entire registration statement for free by visiting EDGAR
on the SEC website at www.sec.gov.
GERALD W. HADDOCK has been a member of the governing board and a member of the
Office of the Chief Executive Officer of the Managing Member since its
organization in May 2005. In 1999, he founded Haddock Enterprises, LLC, an
entrepreneurial development company concentrating in oil and gas and real
estate, located in Fort Worth, Texas, and he has served as its President since
that time. Mr. Haddock formerly served as President and CEO of Crescent Real
Estate Equities from 1996 to 1999. He is currently a Director and Audit
Committee Chairman of ENSCO International, Inc., a leading global offshore oil
and gas drilling service company listed on the NYSE. In late 2004, Mr. Haddock
joined the Board of Directors of Cano Petroleum, Inc., a Fort Worth-based
producer of crude oil and natural gas that specializes in enhanced recovery
technology. In early 2005, Mr. Haddock also joined the Board of Directors of
Meritage Homes Corporation, named "Fastest Growing Public Homebuilder - 2003" by
Builder magazine. He also serves for Baylor University on the Baylor Foundation
Board of Directors and serves on the Dean's Strategic Council for the Graduate
Tax Program at New York University. Mr. Haddock received Bachelor of Business
Administration and Juris Doctor degrees from Baylor University. He also received
a Master of laws in Taxation degree from NYU and a Master of Business
Administration degree from Dallas Baptist University.
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DR. KENNETH Q. CARLILE has been a member of the governing board and a member of
the Office of the Chief Executive Officer of the Managing Member since its
organization in May 2005. He is currently a limited partner of Camterra
Resources Partners, Ltd. and Chief Executive Officer of Camterra Resources,
Inc., an independent oil and gas exploration company that operates 160 wells in
Texas, Louisiana, Mississippi and Arkansas. Camterra was formed in 1993 via the
$24 million acquisition of the North American nonoperated oil and gas properties
of Neste Oy/Neste Oil, Inc., a Finnish Oil and Gas Company. Mr. Carlile has
served in various capacities for Camterra Resources, Inc. since its formation,
including as a director since its formation, as Vice
Chairman of the Board of Directors from February 1999 to February 2001 and as
Chief Executive Officer and Co-Chairman of the Board of Directors since February
2001. Prior to the creation of Camterra, Dr. Carlile was a co-owner and acted as
Exploration Manager of Marshall Exploration, Inc., an independent oil and gas
exploration company, which merged with Sonat, Inc. in 1990, which subsequently
merged with El Paso, Inc. in 1999. At the point of the Sonat, Inc. merger,
Marshall Exploration, Inc. operated over 425 active oil and gas wells in three
states. Dr. Carlile has been a senior member of a team that has successfully
acquired, developed, and sold over $298 million of oil and gas properties since
1980. Some of these include the sale of Marshall Exploration and affiliates of
$120 million of natural gas properties in East Texas and North Louisiana to
Apache Corporation in 1984, the sale by Marshall Exploration and affiliates of
$83 million of oil and natural gas properties, primarily in East Texas, South
Texas, and North Louisiana to Sonat, Inc. in 1990, and the sale by Camterra
Resources Partners, Ltd. and affiliates of a $54 million nonoperated interest in
certain gas properties in North Louisiana to Encore Acquisition Company in 2003.
Along with exploration and production, Dr. Carlile has been active in the oil
and gas service sector. Dr. Carlile is a limited partner and a managing partner
of Martex Drilling Company, LLP, an independent drilling contractor which ranked
16(th) in total footage drilled in the US in 2004, Martex Well Services, LLP, a
well services and construction company with operations in the Ark-La-Tex, a
position he has held with each entity since June 2002. Prior to that time he was
a director and shareholder of the predecessors of Martex Drilling Company, LLC
and Well Services, LLC. Mr. Carlile is and has been a limited partner of Fowler
Transportation, Ltd., a drilling rig mobilization company since it was founded
in 2001. Dr. Carlile has a Ph.D. in Geology from Baylor University and an M.S.
in Geology in from Centenary College in Shreveport, LA. He is an AAPG Certified
Petroleum Geologist, certified and licensed in Texas and Arkansas. He has
significant technical, operational, and management expertise with approximately
28 years of experience in the oil and gas industry. Additionally, he was
appointed to represent the State of Texas on the Interstate Oil and Gas Compact
Commission in 1994, and was appointed by the Governor of Texas in 1993 to serve
as Chairman and Commissioner of the Texas Department of Commerce.
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S. JEFFREY JOHNSON has been a member of the governing board and a member of the
Office of the Chief Executive Officer of the Managing Member since its
organization in May 2005. He was appointed Chief Executive Officer on May 28,
2004 and Chairman on June 25, 2004 of Cano Petroleum, Inc. Prior to joining Cano
Petroleum, Mr. Johnson served as the Chief Executive Officer of Cano Energy
Corporation from 2001 through 2004, and he served as the Chief Executive Officer
of Scope Operating Company, an independent oil and gas exploration and
production company, from 1997 through 2004.
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JAMES E. FARRELL was appointed Vice President and Chief Financial Officer of the
Managing Member in June 2005. Since March 2005, Mr. Farrell has been the Chief
Financial Officer of Haddock Enterprises. From November 2003 to March 2005, Mr.
Farrell performed various consulting services, primarily with the certified
public accounting firm Hein & Associates, LLP, in Dallas, Texas, regarding
Sarbanes-Oxley compliance for various energy companies. From 2002 to 2003, Mr.
Farrell served as Director of Business Administration for Efficient Networks, a
subsidiary of Siemens where he was responsible for business administration in
the home networking and supply chain divisions. From 1999 to 2002, Mr. Farrell
was founder and President of Synctive, a strategy and information technology
business that performed consulting services for the energy, service, retail
consumer, manufacturing, global logistics, and software industries. From 1986 to
1999, Mr. Farrell served in various capacities, including, Chief Financial
Officer, Vice President of Finance, Secretary, Manager of Compliance, and
Director of Accounting for public companies involved in the businesses of
manufacturing, waste disposal, home and business security, golf equipment and
air freight. Mr. Farrell began his career with Hunt Energy Corporation
concentrating for five years in the oil and gas and mineral industries. Mr.
Farrell received a Bachelor of Business Administration from State University of
New York in 1981. He is a licensed Certified Public Accountant.
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STEPHEN R. ROBINSON was appointed Vice President and General Counsel of the
Managing Member in June 2005. Since May 2004, Mr. Robinson has been a partner in
the Fort Worth, Texas, law firm of Robinson & Robinson LLP, a small law firm
engaged in representing clients in commercial and business matters. From 1998 to
2004, Mr. Robinson was a partner in Robinson & Bowden, LLP, a predecessor law
firm. From 1994 through 1998, Mr. Robinson practiced commercial and business law
in Fort Worth, Texas, in a sole proprietorship. From June 1990 through April
1994, Mr. Robinson was a partner in the corporate law section of the Fort Worth
office of Jackson Walker L.L.P., a Dallas based law firm. Prior to that, Mr.
Robinson was a director and shareholder in the corporate/securities section of
the Fort Worth law firm of Kelly Hart & Hallman, P.C. Mr. Robinson is a graduate
of Harvard Law School and Belhaven College, Jackson, Mississippi.
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JACK I. TOMPKINS has been a governing board member of the Managing Member since
its organization in May 2005. Since 1999, he has served as Chairman of ARTA
Equity Advisors, LLC, which was formed in 1997, to engage in various
entrepreneurial and investment opportunities. Current holdings of ARTA Equity
Advisors include companies specializing in real estate, oil and gas, publishing,
and sporting venues. He also serves as Chairman of Austin-based WORDsearch
Corp., an electronic publishing company, and Fit Athletic Club, Inc. Prior to
his position with ARTA, Mr. Tompkins served as chairman of Automotive Realty
Trust Company of America from its inception in 1997 until its sale to Capital
Automotive REIT in January 1999. From 1988 until October 1996, Mr. Tompkins
served in various capacities including Chief Financial Officer and Senior Vice
President, Chief Information, Administrative and Accounting Officer of ENRON.
Mr. Tompkins began his career with Arthur Young & Company, serving three years
before joining Arthur Andersen, LLP, where he was elected to become partner in
1981. Mr. Tompkins received a Bachelor of Business degree in accounting and a
Masters of Business Administration degree from Baylor University.
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THOMAS D. COCHRANE was appointed Vice President of Engineering of the Managing
Member in May 2005. He has been Executive Vice-President of Oil & Gas Operations
of Cano Petroleum, Inc. since June 13, 2004. Prior to joining Cano Petroleum,
Mr. Cochrane spent his entire 16 year career with ExxonMobil Oil. From 1988 to
1998, he was an Operations Engineer for water floods and CO(2) floods. From 1998
to 1999, he was the Maintenance Foreman of the Aneth area. From 1999 to 2000, he
was the Production Superintendent of the Aneth Area. From 2000 to 2004, he
worked as a Reservoir Engineer and Reservoir Engineering Mentor for water floods
and CO(2) floods, and served on the U.S. Drill Well Review Team approving
technical work supporting drilling funding from 2003 to 2004. Mr. Cochrane has a
B.S. in Petroleum Engineering, with emphasis on enhanced recovery.
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ZACHARY Q. CARLILE was appointed Vice President of the Managing Member in August
2005. Mr. Carlile has broad experience in the financial services and the oil and
gas industry. Shortly after earning a BBA degree at Baylor University in May
1996, Mr. Carlile joined Commerce Bancshares as a loan review analyst where he
reviewed the credit quality of commercial loans within a $10 billion portfolio.
In September 1997, Mr. Carlile began employment with Americo Life Insurance,
Inc. ("Americo"), where he was an investment analyst within a seven-member group
that managed a $3.5 billion fixed income and equity portfolio. While at Americo,
Mr. Carlile performed fundamental analysis for prospective corporate bond and
equity purchases, managed the portfolio of short-term fixed income securities,
managed a $60 million credit spread trading account, and ran interest
sensitivity analysis for various fixed income portfolios. In September 1999, Mr.
Carlile began earning an MBA in Finance at the Cox School of Business at
Southern Methodist University, which he received in May 2001. At that time, he
was hired by Camterra Resources, Inc, an independent exploration and production
company, as Vice President, Finance. Currently, Mr. Carlile serves as the Chief
Financial Officer of Camterra Resources, a post he has held since March, 2003.
While at Camterra, Mr. Carlile has been managing capital budgeting, product
price hedging, asset purchases and divestitures, and insurance. Mr. Carlile also
serves on the board of managers of Martex Drilling Company, LLP, Martex Well
Services, LLP, and Fowler Management, LLC. Mr. Carlile serves on the board of
directors of Camterra Resources, Inc.
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(C) 2006 Sabine Production Partners, LP
Sabine Production Partners, LP
HOME (SABINE PRODUCTION PARTNERS LOGO)
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PROPOSED MEETING -- YOUR PARTICIPATION IS IMPORTANT
FOR ACCURACY PURPOSES, THIS LETTER IS REPRODUCED IN ITS ENTIRETY EXACTLY IN THE
FORM IN WHICH IT APPEARS IN THE PROSPECTUS / PROXY STATEMENT MAILED TO UNIT
HOLDERS. BY USE OF THIS LETTER HERE, WE ARE NOT ASKING FOR OR SOLICITING, NOR
WILL WE ACCEPT, A PROXY FROM YOU.
(GRAPHIC)
Dear Fellow Unit Holder in Sabine Royalty Trust:
We are Sabine Production Partners, LP, a newly formed Delaware limited
partnership (referred to as "we" or the "Partnership"). Like you, the
undersigned Chairman is a holder of units in Sabine Royalty Trust (referred to
as "SRT"). We have been recently formed by Cano Petroleum, Inc., Carlile
Management, LLC and Haddock Enterprises, LLC. These entities, or their
affiliates, have significant experience in oil and natural gas development,
company building or both. As a passive entity, SRT can only possess those oil
and natural gas royalty interests originally deposited with it in 1982. With
production of properties in which SRT has an interest in
UNIT HOLDERS
Unit holders with questions, please contact:
GEORGESON SHAREHOLDER COMMUNICATIONS, INC.
17 State Street
New York, NY 10004
(866) 729-6808
spp@gscorp.com
NOTICE
We have filed a registration statement (including a prospectus / proxy
statement) with the Securities and Exchange Commission for the proposed business
combination transaction described here. We urge you to read the prospectus /
proxy statement and the other related documents filed with the SEC because they
contain important information about us and the transaction. Get the prospectus /
proxy statement for free by clicking here or calling toll-free (800) 519-4866 or
(866) 729-6808; get the entire registration statement for free by visiting EDGAR
on the SEC website at www.sec.gov.
decline, we believe that the proposed transaction creates an attractive
opportunity for the holders of beneficial interests of SRT units (referred to as
"SRT units") to improve the outlook for their finite-life investment.
Specifically, this proposed transaction, if consummated, will result in the
opportunity for investment appreciation in a growth-oriented company. We intend
to monitor and manage our operators, including the operators of the legacy
assets, to the extent possible under existing contracts, to evaluate and promote
their compliance with legal standards for prudent operation because we believe
these efforts will lead to enhanced production, the proper development of
undeveloped acreage and an extension of the productive life of producing
properties. Our goal is to increase total proved oil and natural gas reserves by
acquiring additional producing properties, increasing the useful lives of those
properties, applying enhanced recovery techniques to improve production and
overall profitability and engaging in developmental drilling. We do not intend
to engage in exploratory activities due to the higher risks involved in these
operations. We believe we can achieve these improvements with administrative
costs that are relatively comparable to SRT's 2005 annualized cost levels.
Based on SRT's own estimated reserves, SRT's distributions cannot continue
indefinitely. Due to its inherently passive nature, SRT has not acquired and
cannot acquire additional properties or interests. Consequently, all of SRT's
assets will, at some point in the future, be depleted and SRT will cease to
exist. We believe that production levels now in decline will continue to decline
in remaining years. Specifically, although SRT may experience isolated periods
of increased production, production attributable to SRT's properties is
declining. As reported by SRT, the production of the legacy assets declined from
12,893,354 Mcfe (or approximately 0.88 Mcfe per SRT unit) for 1998 to an
estimated 8,882,357 Mcfe (or approximately 0.61 Mcfe per SRT unit) for 2005, a
decline of 31.1% for this period or a decline of 5.2% per year on average. We
also believe that, but for the recent significant increases in oil and natural
gas prices, the level of royalty distributions would also be in
decline. As the graphs illustrate, SRT's oil and natural gas production has been
declining as the sale price for oil and natural gas has been increasing. This
prospectus/proxy statement requests that you take affirmative action now to
change the fundamental business objectives of SRT.
PRODUCTION VS. PRICE
(PERFORMANCE GRAPH)
1998 1999 2000 2001
---------- ---------- ---------- ----------
Production 12,893,354 12,196,530 11,451,146 11,141,521
Price 2.01 2.08 3.21 4.36
2002 2003 2004 2005 est
--------- --------- --------- ---------
Production 9,916,677 9,874,535 9,184,574 8,882,357
Price 3.00 4.38 5.09 $ 6.06
PRODUCTION VS. DISTRIBUTABLE INCOME
(PERFORMANCE GRAPH)
1998 1999 2000 2001 2002
---------- ---------- ---------- ---------- ----------
Production 12,893,354 12,196,530 11,451,146 11,141,521 9,916,677
Dist. Income 22,941,409 21,725,813 33,122,044 42,805,378 26,539,751
North
2003 2004 2005 est
---------- ---------- ----------
Production 9,874,535 9,184,574 8,882,357
Dist. Income 37,060,003 40,587,685 48,380,208
North
* The term "Mcfe" means thousand cubic feet of natural gas equivalent, which
is determined using the ratio of one barrel of oil, condensate or natural
gas liquids to 6 thousand cubic feet of natural gas. The above data has
been compiled from the reports filed by SRT with the U.S. Securities and
Exchange Commission.
** Annualized from the first nine months of 2005.
Like SRT, we intend to make monthly distributions to the holders of our common
units of all of our available cash, which generally consists of cash on hand,
less applicable reserves established by our General Partner in its discretion.
The amount established as the minimum monthly distribution is subject to our
right, under certain circumstances, to reduce the minimum monthly distribution.
In addition, we intend to make a special cash distribution equal to $0.50 per
unit to each holder of Partnership common units promptly following consummation
of the proposed transaction and the completion of our proposed revolving credit
facility discussed below.
To fund the special cash distribution, to meet our working capital needs and to
provide acquisition financing for the purchase of additional properties, we
expect to obtain, at or about the time of the proposed transaction, a $75
million to $150 million revolving credit facility to be arranged by one or more
banks, including potentially, JPMorgan Chase, N.A., TD Securities (USA) LLC
and/or Union Bank of California, N.A. We have received nonbinding letters of
high confidence from these lenders subject to negotiation of definitive
documents and customary conditions to closing, including consummation of the
proposed transaction. We do not intend to consummate the proposed transaction to
the extent we are unable to obtain a credit facility of at least $75 million.
We are soliciting proxies in order to request that existing SRT unit holders
consider and act upon a series of related proposals to effect the transaction -
to be initiated by us - as follows:
- First, that the unit holders voluntarily terminate and wind-up the
affairs of SRT.
- Second, that the unit holders authorize, direct and require that the
Trustee of SRT sell all of the assets of SRT, including cash assets,
to us in exchange for Partnership common units representing a 98.75%
interest in the Partnership and immediately liquidate SRT by
distributing those Partnership common units acquired in the asset sale
to the holders of SRT units on a one-for-one basis.
- Third, that specified changes be made to the trust agreement governing
SRT to, in our opinion, make it more likely that the proposed
transaction will be consummated.
ALTHOUGH REPRESENTING SEPARATE PROPOSALS, EACH OF THESE MATTERS ARE EXPRESSLY
CONDITIONED ON ONE ANOTHER AND, AS SUCH, ALL MUST BE APPROVED BY THE UNIT
HOLDERS OF SRT IN ORDER FOR THE PROPOSED TRANSACTION TO BE CONSUMMATED. WE ARE
ALSO ASKING THAT THE SRT UNIT HOLDERS APPROVE ADJOURNMENT OR POSTPONEMENT OF THE
MEETING IF NECESSARY TO SOLICIT ADDITIONAL PROXIES.
At the consummation of the proposed transaction, former unit holders of SRT
would hold, in the aggregate, 14,579,345 limited partner interests representing
a 98.75% interest in the Partnership and the General Partner of the Partnership
will hold the 1.25% general partnership interest and the incentive distribution
rights in the Partnership. Approval of the transaction requires the affirmative
vote from the holders of a majority of SRT's 14,579,345 outstanding units.
Ultimately, your vote in connection with our proposals represents a new
investment decision by you.
According to the trust agreement, meetings of SRT unit holders will be called by
the Trustee only (1) in its discretion or (2) upon the written request of SRT
unit holders owning not less than ten percent of the outstanding units.
Accordingly, this prospectus/proxy statement seeks your authority to aggregate
your units with others so that the Trustee will call such a meeting.
SRT units are listed on the New York Stock Exchange under the trading symbol
"SBR." We have applied to list our common units on the NYSE under the trading
symbol "SBR" to commence upon the termination of SRT.
Because the transaction would involve the issuance of partnership interests by
the Partnership in exchange for the contribution of the assets of SRT, the
transaction would not constitute a taxable event to SRT or its unit holders,
except to the extent of cash you receive in the special cash distribution.
We believe that your voice in the future of SRT can best be expressed through
the proposed meeting. If your units are held in the name of a brokerage firm,
bank, bank nominee or other institution on December 12,
2005, only it can assist with the calling of the meeting and only upon receipt
of your specific instructions. Accordingly, please contact the person
responsible for your account and instruct that person to execute and return the
enclosed proxy card on your behalf.
YOUR PARTICIPATION IS IMPORTANT. We cannot proceed with the meeting unless SRT
unit holders holding at least ten percent of the SRT units outstanding on
December 12, 2005, provide us with authorization to do so. We do not plan to
deliver the meeting demand to the Trustee until we have the affirmative vote of
approximately 40% or more in interest of the SRT unit holders. WE ARE SOLICITING
YOUR AUTHORIZATION TO CALL THE MEETING AND TO VOTE YOUR UNITS IN THE EVENT A
MEETING IS CALLED. TO THE EXTENT YOU COMPLETE AND RETURN THE ENCLOSED PROXY CARD
AND A MEETING OF THE UNIT HOLDERS IS CALLED, WE INTEND TO VOTE YOUR UNITS AT
THAT MEETING IN ACCORDANCE WITH YOUR INSTRUCTIONS.
REGARDLESS OF THE NUMBER OF SRT UNITS YOU OWN, IT IS IMPORTANT THAT YOU
COMPLETE, SIGN, DATE AND MAIL THE ENCLOSED PROXY CARD.
SABINE PRODUCTION PARTNERS, LP
By: Sabine Production Management, LLC
By: Sabine Production Operating, LLC
By: /s/ Gerald W. Haddock
---------------------------------
Gerald W. Haddock
Chairman
(C)2006 Sabine Production Partners, LP
Sabine Production Partners, LP
HOME (SABINE PRODUCTION PARTNERS LOGO)
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TRANSACTION PROPOSALS
Proposal No. 1 - Voluntary Termination of SRT
Proposal No. 2 - Contribution of Assets and Immediate Liquidation
Proposal No. 3 - Amendments to the Trust Agreement
Proposal No. 4 - Authority to Approve Adjournment or Postponement of the Meeting
(GRAPHIC)
In order to effect the contemplated transaction, we believe it necessary to
propose to the SRT unit holders four separate, but related, proposals. Each of
the first three proposals has been made expressly contingent on the other and
the first three proposals collectively comprise the transaction proposal. We
will not be able to consummate the proposed transaction unless all of the first
three proposals receive a majority vote of the unit holders, either in person or
by proxy, at the meeting. The specific proposals comprising the proposed
transaction that unit holders of SRT are being asked to approve, and the
particular reasons why approval is necessary, are summarized in Proposal 1,
Proposal 2 and Proposal 3 as follows:
UNIT HOLDERS
Unit holders with questions, please contact:
GEORGESON SHAREHOLDER COMMUNICATIONS, INC.
17 State Street
New York, NY 10004
(866) 729-6808
spp@gscorp.com
NOTICE
We have filed a registration statement (including a prospectus / proxy
statement) with the Securities and Exchange Commission for the proposed business
combination transaction described here. We urge you to read the prospectus /
proxy statement and the other related documents filed with the SEC because they
contain important information about us and the transaction. Get the prospectus /
proxy statement for free by clicking here or calling toll-free (800) 519-4866 or
(866) 729-6808; get the entire registration statement for free by visiting EDGAR
on the SEC website at www.sec.gov.
PROPOSAL NO. 1 - VOLUNTARY TERMINATION OF SRT
According to the termination provisions of the trust agreement applicable to
SRT, SRT shall terminate upon the first to occur of the following events or
times:
- at such time as the sum of SRT's gross revenues from royalties and its
other cash distributions for each of two successive years are less
than $2,000,000 per year;
- the expiration of 21 years after the death of the last to die of all
of the issue living at the date of execution of the trust agreement of
John D. Rockefeller, Jr., late father of the late former Vice
President of the United States, Nelson A. Rockefeller; and
- a decision to terminate SRT by the affirmative vote, at a meeting duly
called and held, of record date unit holders holding certificates
representing a majority of the units outstanding on the voting record
date.
We seek to voluntarily terminate SRT in conformity with the third option. A vote
to amend the trust agreement is not necessary in connection with this proposal.
If the unit holders of SRT do not elect to terminate the trust, based upon SRT's
public disclosures, we anticipate that it will continue until 2013 to 2015, a
time when SRT's gross revenues are anticipated to be less than $2,000,000 per
year.
THIS PROPOSAL IS EXPRESSLY MADE CONTINGENT UPON THE PASSAGE OF PROPOSAL NO. 2
AND PROPOSAL NO. 3. ACCORDINGLY, IF EITHER PROPOSAL NO. 2 OR PROPOSAL NO. 3 (OR
BOTH) DO NOT PASS BY THE REQUISITE VOTE OF UNIT HOLDERS, THIS PROPOSAL WILL NOT
PASS.
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PROPOSAL NO. 2 - CONTRIBUTION OF ASSETS AND IMMEDIATE LIQUIDATION
As currently drafted, the trust agreement:
- contemplates the sale of SRT assets for specified noncash
consideration - but only to the extent approved by a majority vote of
SRT unit holders;
- provides that, even if approved by the requisite vote of the SRT unit
holders, the Trustee is not required to sell the assets for specified
noncash consideration;
- precludes the sale of cash assets; and
- contemplates the Trustee distributing the proceeds received in any
liquidation sale "as promptly as practicable . . . after paying,
satisfying and discharging all of the existing liabilities" of SRT or,
if necessary, setting up reserves in such amounts as the Trustee deems
appropriate.
Accordingly, in order to effect the transaction as proposed, the trust agreement
must be amended. We seek to amend the trust agreement to provide that:
- the Trustee is required to effect the contribution and sale of all
cash and noncash assets of SRT to the Operating Company in exchange
for 14,579,345 common units of the Partnership;
- the Trustee's discretion with respect to such sale will be eliminated;
and
- the Trustee's discretion with respect to the timing of the liquidation
distribution and the establishment of reserves will also be
eliminated.
THIS PROPOSAL IS EXPRESSLY MADE CONTINGENT UPON THE PASSAGE OF PROPOSAL NO. 1
AND PROPOSAL NO. 3. ACCORDINGLY, IF EITHER PROPOSAL NO. 1 OR PROPOSAL NO. 3 (OR
BOTH) DO NOT PASS BY THE REQUISITE VOTE OF THE UNIT HOLDERS, THIS PROPOSAL WILL
NOT PASS.
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PROPOSAL NO. 3 - AMENDMENTS TO THE TRUST AGREEMENT
Through Proposal No. 3, we seek to amend the trust agreement applicable to SRT
to:
- cause the implementation of our proposed transaction;
- eliminate application of the "prudent investor rule;" and
- relieve the Trustee from certain duties, liabilities and restrictions.
Implementation. The trust agreement is a complex and interwoven document that
requires numerous amendments to ensure that the transaction proposed by us can
be implemented in an efficient manner. We believe that our proposed amendments
to the trust agreement are necessary to:
- preclude the Trustee from continuing its historical operations of SRT,
except to the extent necessary to carry out the transaction proposal;
- limit the power and authority of the Trustee to winding-up the affairs
of SRT as promptly and efficiently as reasonably practicable and to
distributing the assets of SRT to the beneficiaries in accordance with
the amended trust agreement;
- modify the monthly record date for the payment of the final
distribution to holders of SRT units;
- require that the Trustee take such action as is necessary or
appropriate to stop the transfer of any units on the books and
records of SRT (including requiring notification of same to the
transfer agent and registrar of SRT);
- require that the Trustee take such action as is necessary or
appropriate to stop the trading of the units of SRT on the New York
Stock Exchange (or such other stock exchange on which the units may be
quoted) and delist therefrom;
- require that the Trustee take such action as is reasonably requested
by the Partnership for the use of the ticker symbol "SBR" on the New
York Stock Exchange;
- require that the Trustee take such action as is necessary or
appropriate to delist from the Securities Exchange Act of 1934; and
- otherwise broadly provide for the implementation of the proposed
transaction.
Each of these amendments would take effect at the close of business on the
meeting date.
"Prudent Investor Rule." As currently drafted, the trust agreement may require
application of the "prudent investor rule" and, therefore, may require the
Trustee to invest and manage the assets of SRT as a prudent investor would, by
considering the purposes, terms, distribution requirements and other
circumstances of the trust. The prudent investor rule is a statute applicable to
Texas trusts that regulates the investment responsibilities of trustees.
According to the rule, a trustee who invests and manages trust assets owes a
duty to the beneficiaries of the trust, unless it has been restricted or
eliminated by the provisions of the trust. In this case, the duty owed runs to
the unit holders of SRT. Proposal No. 3 seeks to amend the terms of the trust
agreement to preclude application of the "prudent investor rule" to the Trustee
or SRT. According to applicable Texas law and the trust agreement applicable to
SRT, the unit holders of SRT have the right to eliminate, or "opt out" of the
prudent investor rule should they desire. Almost all of the rules of trust law
are default rules. That means that the beneficiaries of the trust can excuse
performance
when they are capable and not misinformed. A trustee will generally not be
liable to a beneficiary to the extent that the trustee acted in reasonable
reliance on the provisions of the trust. By reducing the potential obligation on
the Trustee in connection with the review of our transaction, we believe that we
are acting consistent with the intent of the trust agreement, which also
provides blanket relief for the Trustee from duties, restrictions and
liabilities (other than those associated with certain self-dealing transactions)
under the former Texas Trust Act. Also, we believe the Trustee will be more
likely to cooperate with and facilitate the will of the majority of SRT unit
holders who express a desire to change the fundamental business objective of
their collective investment if its liability status remains unchanged.
To the extent that the prudent investor rule were applicable to the Trustee in
its evaluation of the proposed transaction (and not eliminated as proposed
herein), we believe that it would be required to:
- evaluate the proposed transaction, not in isolation, but in the
context of the trust portfolio as a whole and as part of an overall
investment strategy having risk and return objectives reasonably
suited to the trust; and
- consider, among other things, the following:
- general economic conditions;
- the possible effect of inflation or deflation;
- the expected tax consequences of the proposed transaction;
- the role that the proposed transaction plays with the overall
trust portfolio;
- the expected total return from income and the appreciation of
capital;
- other resources of the unit holders;
- needs for liquidity, regularity of income, and preservation or
appreciation of capital; and
- the "special value" of SRT's legacy assets, if any, to the
purposes of SRT or to one or more of the beneficiaries.
We do not know if the Trustee of SRT would conclude that consummation of the
proposed transaction, as contemplated herein, is consistent with its obligations
under the prudent investor rule, if any.
We believe, while not previously subject to definitive judicial construction,
that the affirmative vote to eliminate the applicability of the prudent investor
rule will significantly abrogate the Trustee's obligation to evaluate the
fairness of the transaction. In light of the fact that the Partnership has not
obtained any separate or independent assessment of fairness with respect to the
proposed transaction, no person, other than the General Partner, who could be
viewed as interested in this regard, will pass upon the fairness of the
transaction for the unit holders.
As a result, however, the terms of our proposal may not be as favorable as the
terms that might have been obtained had we negotiated with the Trustee or an
independent representative of the SRT unit holders on an arm's-length basis.
Relief From Certain Liabilities. As currently drafted, the trust agreement
attempts to relieve the Trustee from any and all duties, restrictions and
liabilities otherwise imposed upon the Trustee by the Texas Trust Act, except
for specific exceptions set forth therein. Effective January 1, 1984, the Texas
Trust Act was repealed and replaced with the Texas Trust Code. We seek to amend
the terms of the trust agreement to provide that the Trustee will be relieved,
to the maximum extent permitted by law, from all duties, liabilities and
restrictions arising out of or related to the amendments or the proposed
transaction, including, with respect to its duty, if any, to evaluate amendments
that are being proposed or to assess the fairness or adequacy of the proposed
transaction. In this manner, we believe that the Trustee will be more likely to
cooperate with and facilitate the will of the majority of SRT unit holders who
express a desire to change the fundamental business objective of their
collective investment.
To the extent that the Trustee's duties, restrictions and liabilities were not
relieved as proposed, we believe that it could be held to a higher standard when
evaluating the fairness or adequacy of the proposed transaction. This higher
standard could mean, for instance, that the Trustee could be compelled to:
- retain an investment banker to assess whether SRT has other strategic
alternatives;
- obtain a separate determination of value; and
- seek separately to negotiate with the Partnership for a higher
valuation.
We do not know if the Trustee of SRT would conclude that the consummation of the
proposed transaction, as contemplated herein, is fair to the unit holder or
adequate under the circumstances if it were to take these additional actions. We
also do not know if the Trustee will elect to take these additional actions,
notwithstanding the attempted elimination of the Trustee's duties, restrictions
and liabilities. We believe, although not previously subject to definitive
judicial construction, that relieving the Trustee from any and all duties,
restrictions and liabilities, to the maximum extent permitted by law, means that
the Trustee's obligation to evaluate the fairness of the transaction has been
significantly abrogated.
In light of the fact that the Partnership has not obtained any separate or
independent assessment of fairness with respect to the proposed transaction, no
person, other than the General Partner, who could be viewed as biased in this
regard, will pass upon the fairness of the transaction for the unit holders.
As a result, however, the terms of our proposal may not be as favorable as the
terms that might have been obtained had we negotiated with the Trustee or an
independent representative of the SRT unit holders on an arm's-length basis.
THIS PROPOSAL IS EXPRESSLY MADE CONTINGENT UPON THE PASSAGE OF PROPOSAL NO. 1
AND PROPOSAL NO. 2. ACCORDINGLY, IF EITHER PROPOSAL NO. 1 OR PROPOSAL NO. 2 (OR
BOTH) DO NOT PASS BY THE REQUISITE VOTE OF THE UNIT HOLDERS, THIS PROPOSAL WILL
NOT PASS.
The trust agreement provides that, except in specific situations, any provision
of the agreement, other than the amendment provision itself, can be amended by
the vote at a meeting duly called and held by unit holders holding certificates
representing a majority of the units outstanding on the voting record date, but
that no such amendment shall be effective unless and until consented to in
writing by the Trustee. None of the specific situations referenced above that
require a greater percentage vote to effect an amendment to the trust agreement
apply to the transaction proposals. Further, the trust agreement provides that
the Trustee must consent to a proposed amendment "unless such amendment affects
the Trustee's own rights, duties or immunities." We do not believe that any of
the amendments comprising a part of Proposal No. 2 or Proposal No. 3 (the
proposals requiring an amendment to the trust agreement) negatively affect the
Trustee's own rights, duties or immunities as contemplated by the trust
agreement. We believe the amendments only positively and favorably impact the
Trustee's own rights, duties or immunities. As such, we believe that the Trustee
must consent to Proposal No. 2 and Proposal No. 3; however, even if we obtain
majority approval to our transaction proposals, the Trustee of SRT could take
the position that it can withhold consent to our agreement amendments because,
potentially in the Trustee's view, the proposed amendments affect the Trustee's
own rights, duties or immunities under the trust agreement. For the reasons
stated above, we believe this position is in conflict with the trust agreement.
No assurances can be given that the Trustee will agree with our determination or
that we will obtain the Trustee's consent to our proposed amendments. Further,
we have not had in-depth discussions with the Trustee about our
proposals. To the extent that the Trustee does not consent to our proposals, we
believe the Trustee would be in breach of the trust agreement and we may:
- enforce our rights and the rights of other unit holders to compel the
Trustee to so consent including, as appropriate, by bringing suit
against the Trustee;
- negotiate with the Trustee to attempt to obtain its consent;
- modify our proposal to include the authorization of unit holders to
terminate and replace the Trustee;
- abandon our attempts to consummate the proposed transaction; or
- take any other legal action we deem appropriate under the
circumstances.
To the extent that we do not obtain the consent and cooperation of the Trustee
to our proposed transaction, the costs of this transaction could increase,
perhaps significantly, and the likelihood of our success could be materially
affected.
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PROPOSAL NO. 4 - AUTHORITY TO APPROVE ADJOURNMENT OR POSTPONEMENT OF THE MEETING
We are submitting a proposal for consideration at the meeting to grant the
proxies discretionary authority to adjourn or postpone the meeting for the
purpose of soliciting additional votes if there are not sufficient votes to
approve the proposed transaction at the time of the meeting. Even though a
quorum may be present at the meeting, it is possible that we may not have
received sufficient votes to approve the proposed transaction by the time of the
meeting. In that event, we would need to adjourn or postpone the meeting in
order to solicit additional proxies. This proposal relates only to an
adjournment or postponement of the meeting for purposes of soliciting additional
proxies to obtain the requisite shareholder approval to approve the merger
agreement and the merger.
We recommend that unit holders of SRT vote "FOR" the adjournment and
postponement proposal so that proxies may be used for that purpose, should it
become necessary.
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(C)2006 Sabine Production Partners, LP
Sabine Production Partners, LP
HOME (SABINE PRODUCTION PARTNERS LOGO)
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QUESTIONS AND ANSWERS ABOUT THE TRANSACTION
(GRAPHIC)
The following are some of the questions that unit holders of SRT may have
regarding the transaction and our answers to those questions. The answers to
these questions do not contain all the information relevant to a decision
whether to vote in favor of the various proposals comprising the transaction,
and Sabine Production Partners, LP urges you to read carefully the remainder of
the prospectus/proxy statement. Throughout the prospectus/proxy statement, we
refer to Sabine Production Partners, LP as "we," "us," "our" or the
"Partnership." Additionally, we refer to our General Partner, Sabine Production
Management, LLC as the "General Partner," and we refer to SPP Operating LP, our
primary operating subsidiary, as the "Operating Company." We refer to Sabine
Production Operating, LLC, the manager of our General Partner, as the "Managing
Member."
Who is Sabine Production Partners, LP?
Who is Sabine Production Management, LLC?
UNIT HOLDERS
Unit holders with questions, please contact:
GEORGESON SHAREHOLDER COMMUNICATIONS, INC.
17 State Street
New York, NY 10004
(866) 729-6808
spp@gscorp.com
NOTICE
We have filed a registration statement (including a prospectus / proxy
statement) with the Securities and Exchange Commission for the proposed business
combination transaction described here. We urge you to read the prospectus /
proxy statement and the other related documents filed with the SEC because they
contain important information about us and the transaction. Get the prospectus /
proxy statement for free by clicking here or calling toll-free (800) 519-4866 or
(866) 729-6808; get the entire registration statement for free by visiting EDGAR
on the SEC website at www.sec.gov.
Who is Sabine Production Operating, LLC?
Who is SPP Operating, LP?
Who is Sabine Royalty Trust?
What are unit holders of SRT being asked to vote on?
Why is the Partnership proposing this transaction?
Why has the Partnership proposed that the transaction be structured this way?
Has the Partnership held discussions with SRT or its Trustee and, if so, does
the Trustee support or oppose the proposed transaction?
Was an independent representative engaged on behalf of SRT unit holders or did
the Trustee receive a fairness opinion with respect to this transaction?
Are there any conditions on the Partnership's willingness to consummate the
proposed transaction?
Does the Partnership have the financial resources to complete the transaction?
What vote of the SRT unit holders is ultimately required to approve the
transaction proposals?
Are there any risks in the transaction that I should consider?
Who can unit holders of SRT talk to if they have questions about this
transaction?
WHO IS SABINE PRODUCTION PARTNERS, LP?
We are a newly created Delaware master limited partnership. We were formed by
our General Partner for the purpose of acquiring substantially all of the assets
of SRT, distributing our common units to the former unit holders of SRT upon the
termination and liquidation of SRT and otherwise executing the business plan
discussed in this prospectus/proxy statement. Because we are a limited
partnership, our operations will be managed by our General Partner. As more
fully described below, our General Partner is a limited liability company whose
manager is the Managing Member. The
Managing Member will manage the operations of our General Partner, and our
General Partner will, in turn, manage us. Pursuant to its limited liability
company agreement, our General Partner has delegated its powers and authorities
to manage our business and affairs to the governing board of managers of the
Managing Member.
Our principal executive offices are located at 512 Main Street, Suite 1200, Fort
Worth, Texas, 76102 and our telephone number is (800) 519-4866. Our website will
be located at www.sabinepartners.com. We expect to make our periodic reports and
other information filed with or furnished to the SEC available, free of charge,
through our website, as soon as reasonably practicable after those reports and
other information are electronically filed with or furnished to the SEC.
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WHO IS SABINE PRODUCTION MANAGEMENT, LLC?
Sabine Production Management, LLC is a newly created Texas limited liability
company that serves as our General Partner and whose manager is the Managing
Member. The General Partner owns a 1.25% general partnership interest in us and
has certain incentive distribution rights in the Partnership.
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WHO IS SABINE PRODUCTION OPERATING, LLC?
Sabine Production Operating, LLC is a newly created Texas limited liability
company that serves as the managing member of the General Partner which, in
turn, permits it to manage us.
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WHO IS SPP OPERATING, LP?
SPP Operating LP is a newly created Texas limited partnership formed and wholly
owned, directly or indirectly, by the Partnership. As our operating company, its
business is, on behalf of the Partnership, to monitor the operations on the
legacy assets of SRT, to the extent possible under existing contracts, and to
acquire, manage and operate producing oil and natural gas properties.
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WHO IS SABINE ROYALTY TRUST?
The Trust. Sabine Royalty Trust is a publicly traded royalty trust that owns
royalty interests in gross production of oil, gas and other minerals, free of
the costs of production. The royalty properties owned by SRT are reported to
consist of royalty and mineral interests, including landowner's royalties,
overriding royalty interests, minerals (other than executive rights, bonuses and
delay rentals), production payments and any other similar, nonparticipatory
interests in certain producing and proved undeveloped oil and gas properties
located in Florida, Louisiana, Mississippi, New Mexico, Oklahoma and Texas. As
reported by SRT as of December 31, 2004, these properties are represented by
approximately 5,400 tracts of land with approximately 2,950 of the tracts in
Oklahoma, 1,750 in Texas, 330 in Louisiana, 200 in New Mexico, 150 in
Mississippi and 12 in Florida. We refer to these interests as the legacy assets.
SRT is a passive entity that does not engage in active business. SRT's trust
agreement limits its activities to the receipt of revenues attributable to the
royalties received from the legacy assets and the distribution of such
royalties, after payment of trust expenses and liabilities, to SRT unit holders.
The Trustee of SRT is precluded by the trust agreement from making any
investment or operating decision with respect to the legacy assets or from
acquiring new properties.
The Trustee. The Trustee of SRT is Bank of America, N.A., whose address is Trust
Division, Bank of America Plaza, 17th Floor, 901 Main Street, Dallas, Texas
75202. The Trustee's telephone number is (214) 209-2400. SRT uses the same
address and telephone number for itself.
The Trust Agreement. SRT is an express trust formed under the laws of the State
of Texas by the Sabine Corporation Royalty Trust Agreement, effective December
31, 1982, between Sabine Corporation, as trustor, and InterFirst Bank Dallas,
N.A., as trustee. Bank of America, N.A. became trustee of SRT as successor to
NationsBank, N.A., successor to InterFirst Bank Dallas, N.A. In accordance with
the successor trustee provisions of the trust agreement, Bank of America, as
Trustee of SRT, is subject to all the terms and conditions of the trust
agreement.
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WHAT ARE UNIT HOLDERS OF SRT BEING ASKED TO VOTE ON?
Initially, we are soliciting authorization to request that a meeting of the unit
holders of SRT be called and held. In addition, we are soliciting a proxy with
respect to the following proposals that will be initiated by us at the meeting,
if one is called.
- Proposal No. 1: Voluntary Termination of SRT. The trust agreement
provides that SRT may be voluntarily terminated by the vote of the
holders of a majority of the outstanding units. Proposal No. 1 seeks
to voluntarily terminate SRT in this manner.
- Proposal No. 2: Sale of Assets and Immediate Liquidation. As currently
drafted, the trust agreement precludes the sale of trust properties or
assets in the ordinary course of its business. SRT may, however, sell
its assets upon a termination event. Nevertheless, in order to sell
SRT's assets for specified noncash consideration, the Trustee must
receive the approval of a majority of the units outstanding. Further,
the trust agreement provides that the Trustee is not required, even
upon liquidation and a majority vote of SRT unit holders, to sell cash
or to sell the noncash assets of SRT for noncash consideration.
Proposal No. 2 seeks to amend the terms of the trust agreement to
require that the Trustee contribute all of the assets of SRT,
including its cash assets, to us in exchange for 14,579,345 of the
Partnership's common units, or one common unit for every SRT unit
outstanding on the effective date of the transaction, and thereafter
to immediately liquidate SRT by distributing those common units to the
unit holders of SRT on a one-for-one basis. Accordingly, our proposed
amendment provides that (1) the Trustee shall be required to sell or
contribute the assets of SRT, including its cash assets, for specified
noncash consideration, (2) the Trustee's discretion with respect to
such sale will be eliminated and (3) the Trustee's discretion with
respect to the timing of the liquidation distribution will also be
eliminated.
- Proposal No. 3: Amendments to the Trust Agreement. Proposal No. 3
seeks to amend the trust agreement applicable to SRT to (1) cause the
implementation of our proposed transaction, (2) eliminate application
of the "prudent investor rule" and (3) relieve the Trustee from
certain duties, liabilities and restrictions.
Implementation. The trust agreement is a complex and interwoven
document that requires numerous amendments to ensure that the
transaction proposed by us can be implemented in an efficient manner.
For instance, we believe it is necessary to amend the trust agreement
to provide that, upon the vote of a majority of the unit holders, the
sole purpose of SRT shall be to engage in our proposed transaction. In
that regard, we are proposing an amendment to the trust agreement to
preclude the Trustee from continuing its historical operation of SRT,
except to the extent necessary to carry out the transaction proposal.
Other amendments include limiting the power and authority of the
Trustee, modifying the monthly record date for the payment of a final
monthly distribution, requiring the Trustee to stop the transfer of
the units on the books and records of SRT, requiring the Trustee to
support our application to list our common units on the NYSE under the
symbol "SBR," requiring the Trustee to delist the SRT units from the
Securities Exchange Act of 1934 and otherwise broadly providing for
the implementation of our proposed transaction.
"Prudent Investor Rule." As currently drafted, the trust agreement may
require application of the "prudent investor rule" under the Texas
Trust Code and, therefore, may require the Trustee to invest and
manage the assets of SRT as a prudent investor would, by considering
the purposes, terms, distribution requirements, and other
circumstances of the trust. We propose to amend the terms of the trust
agreement to preclude application of the "prudent investor rule" to
the Trustee or SRT. In this manner, we believe that the Trustee will
be more likely to cooperate with and facilitate the will of the
majority of SRT unit holders who express a desire to change the
fundamental business objective of their collective investment. As a
result, however, the terms of our proposal may not be as favorable as
the terms that might have been obtained had we negotiated with the
Trustee or an independent representative of SRT unit holders on an
arm's-length basis.
Relief from Certain Liabilities. As currently drafted, the trust
agreement attempts to relieve the Trustee from any and all duties,
restrictions and liabilities otherwise imposed upon the Trustee by the
Texas Trust Act, except for specific exceptions set forth therein.
Effective January 1, 1984, the Texas Trust Act was repealed and
replaced with the Texas Trust Code. We propose to amend the terms of
the trust agreement to provide that the Trustee shall be relieved, to
the maximum extent permitted by law, from all duties, liabilities or
restrictions arising out of or related to the amendments or the
proposed transaction, including, with respect to its duty, if any, to
evaluate the amendments that we are proposing or to assess the
fairness or adequacy of the transaction proposals. In this manner, we
believe that the Trustee will be more likely to cooperate with and
facilitate the will of the majority of SRT unit holders who express a
desire to change the fundamental business objectives of their
collective investment. As a result, however, the terms of our proposal
may not be as favorable as the terms that might have been obtained had
we negotiated with the Trustee or an independent representative of SRT
unit holders on an arm's-length basis.
- Proposal No. 4: Proposal to Approve Adjournment or Postponement of the
Meeting. Proposal No. 4 solicits authorization for the proxies to vote
in their discretion "FOR" proposals for adjournment or postponement of
the meeting to solicit additional proxies.
After completion of this transaction as described herein, SRT unit holders would
own, in the aggregate 14,579,345 common units of the Partnership, representing,
in the aggregate, a limited partnership interest representing a 98.75% interest
in the Partnership.
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WHY IS THE PARTNERSHIP PROPOSING THIS TRANSACTION?
SRT's Trustee, Bank of America, N.A., has disclosed in SRT's public SEC filings
that, based on the estimated levels of future production and proved reserves
attributable to properties in which SRT had an interest at January 1, 2005, it
could be estimated that SRT still had a life span of eight to ten years. At the
end of this time, SRT will dispose of those interests and terminate. By the
terms of the trust agreement that created SRT, SRT cannot acquire additional
properties and, to our knowledge, cannot actively manage existing properties to
improve or preserve their value. As a consequence, although SRT may experience
isolated periods of increased production, production attributable to SRT's
properties is declining. As reported by SRT, the production of the legacy assets
declined from 12,893,354 Mcfe (or approximately 0.88 Mcfe per SRT unit) for 1998
to an estimated 8,882,357 Mcfe (or approximately 0.61 Mcfe per SRT unit) for
2005, a decline of 31.1% for this period or a decline of 5.2% per year on
average. Despite this decline in production, SRT has reported that its annual
reserve amounts have remained virtually constant over this period equaling
71,313,368 Mcfe at January 1, 1998 compared to 71,402,000 Mcfe at January 1,
2005. We believe, however, that unless SRT's entity structure is converted into
a form that can expand its ownership of the oil and natural gas interests and
properties through selective acquisitions, SRT, and the unit holders'
investments, will gradually dwindle and disappear. The Partnership believes that
the transaction will transform SRT from a finite life, passive liquidating
vehicle into an active, operating and growth-oriented oil and natural gas
company and thus improve the outlook for the finite life investment currently
maintained by the holders of SRT units.
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WHY HAS THE PARTNERSHIP PROPOSED THAT THE TRANSACTION BE STRUCTURED THIS WAY?
The General Partner considered various alternatives to the proposed transaction,
including the negotiated sale of the assets of SRT by the Trustee, an exchange
offer followed by a "second-step" merger and others. However, it was ultimately
concluded that the voice of the unit holders in the future of SRT could best be
expressed by their vote at a meeting called by the unit holders. In this manner,
we expect to:
- provide a forum where the unit holders of SRT can come together to
discuss the future of SRT;
- clearly demonstrate to the Trustee and others the desires of a
majority of SRT unit holders concerning the type of investment they
desire to hold and the desired investment objectives related thereto;
and
- provide for the necessary changes to the trust agreement to cause the
implementation of the proposed transaction.
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HAS THE PARTNERSHIP HELD DISCUSSIONS WITH SRT OR ITS TRUSTEE AND, IF SO, DOES
THE TRUSTEE SUPPORT OR OPPOSE THE PROPOSED TRANSACTION?
Although we advised the Trustee of our intentions, the Trustee has been
unwilling to engage in any significant discussions with the Partnership to date.
SRT is a passive entity that does not engage in an active business. SRT's trust
agreement does not allow SRT's Trustee, Bank of America, N.A., to support or
oppose the proposals or to take any actions with
respect to the proposed transaction. As a result, to our knowledge, the Trustee
has not expressed an opinion regarding the transaction or made a recommendation
with respect to the support or opposition of the proposals. We intend to attempt
to engage the Trustee in additional discussions about our proposed transaction
as we move toward closing.
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WAS AN INDEPENDENT REPRESENTATIVE ENGAGED ON BEHALF OF SRT UNIT HOLDERS OR DID
THE TRUSTEE RECEIVE A FAIRNESS OPINION WITH RESPECT TO THIS TRANSACTION?
No. No independent representative of the holders of SRT units was engaged for
purposes of negotiating the terms of the transaction, nor was a fairness
opinion, appraisal or other valuation report related to the transaction obtained
from an unaffiliated third party. The absence of these protections was
considered by us, but was not judged to be significant in determining the
fairness of the proposed transaction. We believe that any fairness determination
that we would obtain or initiate from a valuation expert that we would select
would be of limited benefit, and thus of little protection, to the SRT unit
holders. In our view, fairness determinations and valuation assessments
generally support the determination or assessment of the party requesting the
determination. We believe that once a unit holder properly "discounts" the value
of the opinion for the fact that the valuation firm was selected and the
determination was requested and paid for by the Partnership, the "net" value to
unit holders is marginal. In transactions of this nature, investment bankers,
valuation experts and others who provide such opinions, typically attempt to
limit the extent to which the ultimate recipients of such information (in this
case, the unit holders) can rely on the conclusions reached. As such, the
Partnership has concluded that the benefits to be obtained, if any, have been
outweighed by the costs. Moreover, if the transaction is consummated (the only
scenario relevant to the unit holders), the cost of obtaining the fairness
opinion would be passed along to the surviving entity and thus would otherwise
reduce the amount available for distribution to them. We believe that a better
indication of the fairness of the proposed transaction is the market's response
and the response of SRT's many unit holders. We determined that the likelihood
that such an unaffiliated representative of the unit holders or a fairness
opinion, appraisal or other valuation report would add value to the process of
structuring the transaction was minimal and was outweighed by the costs,
estimated to range from $100,000 to $500,000, of retaining such a representative
or obtaining such an assessment. As a result, the terms of the proposed
transaction may not be as favorable as the terms that might have been obtained
had we negotiated with an independent representative of SRT unit holders on an
arm's-length basis or obtained a fairness opinion, appraisal or other valuation
as part of our evaluation of the proposed transaction.
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ARE THERE ANY CONDITIONS ON THE PARTNERSHIP'S WILLINGNESS TO CONSUMMATE THE
PROPOSED TRANSACTION?
Yes. The Partnership's willingness to complete the transaction and to pay the
special cash distribution is subject to several conditions, including the
following:
- The "registration statement condition" - the registration statement of
which this prospectus/proxy statement is a part shall have become
effective under the Securities Act.
- The "voting approval condition" - the affirmative vote of holders of a
majority of the SRT units outstanding is needed to approve each
proposal comprising a part of the transaction. As of the record date
for the meeting, there were 14,579,345 SRT units outstanding.
Therefore, at least 7,289,673 SRT units must be voted in favor of
each proposal (referred to as "majority approval"). Because each of
the proposals is expressly conditioned on the approval of all other
proposals, the proposed transaction can only be consummated if each of
the proposals receives majority approval.
- The "NYSE condition" - the common units of the Partnership to be
distributed to holders of SRT units in the transaction shall have been
authorized for listing on the NYSE, subject only to official notice of
issuance.
- The "material adverse change condition" - the Partnership shall not
have become aware of any material adverse change in the business,
financial condition, operations or prospects of SRT or the proposed
transaction since the date of filing of SRT's last public report on
Form 10-K or Form 10-Q, as applicable.
- The "financing condition" - the Partnership shall have established a
revolving credit facility with a minimum borrowing capacity of $75
million, on terms deemed acceptable to the General Partner.
The satisfaction or existence of the material adverse change condition will be
determined by the Partnership in its sole discretion. To the extent any one or
more of the conditions is not met, the Partnership reserves the right to abandon
the proposed transaction at any time. No assurances can be given that the
conditions to the proposed transaction will be satisfied or that we will
consummate the proposed transaction.
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DOES THE PARTNERSHIP HAVE THE FINANCIAL RESOURCES TO COMPLETE THE TRANSACTION?
The Partnership estimates that the total amount of cash required of it to
complete the transaction, including payment of certain fees, expenses and other
related amounts incurred prior to the transaction, and to fund the
special cash distribution of $7,289,673 will be approximately $8,840,000. Other
costs and expenses, estimated at approximately $1,000,000, will be incurred
directly by the Partnership. We expect to have sufficient funds to complete the
transaction and to pay fees, expenses and other related amounts through a
combination of SRT's expected cash balance and borrowings under our proposed
credit facility and, to a much lesser extent, our cash on hand. As reported on
SRT's Quarterly Report on Form 10-Q for the quarter ended September 30, 2005,
SRT had approximately $4.5 million of cash and cash equivalents.
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WHAT VOTE OF THE SRT UNIT HOLDERS IS ULTIMATELY REQUIRED TO APPROVE THE
TRANSACTION PROPOSALS?
In order for the SRT unit holders to approve the transaction, we will need
holders owning a majority of the SRT units outstanding on the record date,
either personally or by proxy, to vote in favor of the transaction proposals. As
of December 12, 2005, there were 14,579,345 outstanding units and, as such, in
order for the proposals to pass, we will need the affirmative vote of holders of
not less than 7,289,673 units. Each holder has the right to one vote for each
unit held on the record date. We, Sabine Production Partners, LP, request that
SRT unit holders vote "FOR" each of the proposals.
As of the record date, the Partnership and its affiliates, specifically Mr.
Haddock, beneficially owned or had the right to vote an aggregate of 500 SRT
units. Mr. Haddock intends to vote these SRT units "FOR" the transaction
proposals.
Although representing separate proposals, each of the first three proposals of
the transaction will be expressly conditioned on one another and, as such, all
must be approved by the unit holders of SRT in order for the proposed
transaction to be consummated.
Even if we obtain majority approval to our transaction proposals, the Trustee of
SRT could take the position that it can withhold consent to our trust agreement
amendments, because, potentially in the Trustee's view, the proposed amendments
affect the Trustee's own rights, duties or immunities under the trust agreement.
We believe this position is in conflict with the trust agreement as the proposed
amendments only positively and favorably impact the Trustee's own rights, duties
and immunities. To the extent that the Trustee does not consent to our
proposals, we believe that the Trustee would be in breach of the trust agreement
and we may enforce our rights and the rights of the other unit holders to compel
the Trustee to so consent including, as appropriate, by bringing suit against
the Trustee.
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ARE THERE ANY RISKS IN THE TRANSACTION THAT I SHOULD CONSIDER?
Yes. There are risks associated with all business combinations, including the
proposed transaction. Among other factors, there are risks relating to this
transaction, to our business and the oil and natural gas industry, to an
investment in the Partnership, to common unit holders and to our General
Partner. We have described these risks in the remainder of the prospectus/proxy
statement.
As examples only, these risks include the following:
- We are a new partnership with no operating history, and we might not
be able to operate our business or implement our operating policies
and strategies successfully, which could negatively impact our ability
to pay distributions and cause unit holders to lose all or part of
their investment.
- We may be unable to complete the transaction or our costs for the
transaction could increase, perhaps materially.
- We have not verified the reliability of SRT's information included in,
or omitted from, this prospectus/ proxy statement, which makes it
difficult to fully assess the financial and operating condition of
SRT.
- We may have working capital needs after consummation of the
transaction.
- We may unilaterally decrease the minimum monthly distribution and
target distribution levels.
- We anticipate reporting a net loss.
- We will incur significant charges and expenses as a result of the
transaction.
- Uncertainties exist in integrating the business and operations of the
Partnership and SRT.
- The rights as a common unit holder in the Partnership, a Delaware
limited partnership, will differ from the rights of a holder of units
of beneficial interest in SRT, a Texas express trust.
- Unit holders will experience dilution of their indirect interests in
SRT's oil and natural gas properties.
- Financial information of SRT is not prepared in accordance with GAAP.
- SRT unit holders were not independently represented in establishing
the terms of the proposed transaction and consequently the terms of
the proposed transaction may have been materially different if unit
holders had been independently represented.
- The amendments we have proposed to the trust agreement are intended to
relieve the Trustee of its potential duty to assess the fairness and
adequacy of the proposed transaction.
- The interests of certain governing board members, executive officers
and affiliates of our Managing Member and our General Partner may
conflict with those of SRT unit holders.
- Our officers are not required to devote their full time to our
business.
Holders of units in SRT should carefully consider all of the risk factors
described in this prospectus/proxy statement before making an investment
decision concerning the Partnership, including the additional risks related to
our business and the oil and natural gas industry, risk factors inherent in an
investment in the Partnership and tax risks to common unit holders.
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WHO CAN UNIT HOLDERS OF SRT TALK TO IF THEY HAVE QUESTIONS ABOUT THIS
TRANSACTION?
They may contact the information agent for the transaction as follows:
GEORGESON SHAREHOLDER COMMUNICATIONS, INC.
17 STATE STREET
NEW YORK, NEW YORK 10004
TOLL FREE: (866) 729-6808
SPP@GSCORP.COM
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(C)2006 Sabine Production Partners, LP
Sabine Production Partners, LP
HOME (SABINE PRODUCTION PARTNERS LOGO)
COMPANY PROFILE
PROPOSAL INFORMATION
LOCAL MEETING SCHEDULE
SEC FILINGS
PRESS ROOM
CONTACT US
LOCAL MEETING SCHEDULE
DATE CITY STATE LOCATION TIME
------- ------- ------- -------- -------
To Come To Come To Come To Come To Come
CORPORATE CONTACT:
SABINE PRODUCTION PARTNERS, LP
512 Main Street, Suite 1200
Fort Worth, TX 76102
(800) 519-4866
info@sabinepartners.com
UNIT HOLDERS
Unit holders with questions, please contact:
GEORGESON SHAREHOLDER
COMMUNICATIONS, INC.
17 State Street
New York, NY 10004
(866) 729-6808
spp@gscorp.com
NOTICE
We have filed a registration statement (including a prospectus / proxy
statement) with the Securities and Exchange Commission for the proposed business
combination transaction described here. We urge you to read the prospectus /
proxy statement and the other related documents filed with the SEC because they
contain important information about us and the transaction. Get the prospectus /
proxy statement for free by clicking here or calling toll-free (800) 519-4866 or
(866) 729-6808; get the entire registration statement for free by visiting EDGAR
on the SEC website at www.sec.gov.
(C)2006 Sabine Production Partners, LP
Sabine Production Partners, LP
HOME (SABINE PRODUCTION PARTNERS LOGO)
COMPANY PROFILE
PROPOSAL INFORMATION
LOCAL MEETING SCHEDULE
SEC FILINGS
PRESS ROOM
CONTACT US
SEC FILINGS
Click here to view all SEC filings
Click here to view only Section 16 filings
(GRAPHIC)
UNIT HOLDERS
Unit holders with questions, please contact:
GEORGESON SHAREHOLDER COMMUNICATIONS, INC.
17 State Street
New York, NY 10004
(866) 729-6808
spp@gscorp.com
NOTICE
We have filed a registration statement (including a prospectus / proxy
statement) with the Securities and Exchange Commission for the proposed business
combination transaction described here. We urge you to read the prospectus /
proxy statement and the other related documents filed with the SEC because they
contain important information about us and the transaction. Get the prospectus /
proxy statement for free by clicking here or calling toll-free (800) 519-4866 or
(866) 729-6808; get the entire registration statement for free by visiting EDGAR
on the SEC website at www.sec.gov.
(C)2006 Sabine Production Partners, LP
Sabine Production Partners, LP
HOME (SABINE PRODUCTION PARTNERS LOGO)
COMPANY PROFILE
PROPOSAL INFORMATION
LOCAL MEETING SCHEDULE
SEC FILINGS
PRESS ROOM
CONTACT US
PRESS ROOM
To come
UNIT HOLDERS
Unit holders with questions, please contact:
GEORGESON SHAREHOLDER COMMUNICATIONS, INC.
17 State Street
New York, NY 10004
(866) 729-6808
spp@gscorp.com
NOTICE
We have filed a registration statement (including a prospectus / proxy
statement) with the Securities and Exchange Commission for the proposed business
combination transaction described here. We urge you to read the prospectus /
proxy statement and the other related documents filed with the SEC because they
contain important information about us and the transaction. Get the prospectus /
proxy statement for free by clicking here or calling toll-free (800) 519-4866 or
(866) 729-6808; get the entire registration statement for free by visiting EDGAR
on the SEC website at www.sec.gov.
(C)2006 Sabine Production Partners, LP
Sabine Production Partners, LP
HOME (SABINE PRODUCTION PARTNERS LOGO)
COMPANY PROFILE
PROPOSAL INFORMATION
LOCAL MEETING SCHEDULE
SEC FILINGS
PRESS ROOM
CONTACT US
CONTACT US
CORPORATE CONTACT:
(GRAPHIC)
SABINE PRODUCTION PARTNERS, LP
512 Main Street, Suite 1200
Fort Worth, TX 76102
(800) 519-4866
info@sabinepartners.com
UNIT HOLDERS
Unit holders with questions, please contact:
GEORGESON SHAREHOLDER COMMUNICATIONS, INC.
17 State Street
New York, NY 10004
(866) 729-6808
spp@gscorp.com
NOTICE
We have filed a registration statement (including a prospectus / proxy
statement) with the Securities and Exchange Commission for the proposed business
combination transaction described here. We urge you to read the prospectus /
proxy statement and the other related documents filed with the SEC because they
contain important information about us and the transaction. Get the prospectus /
proxy statement for free by clicking here or calling toll-free (800) 519-4866 or
(866) 729-6808; get the entire registration statement for free by visiting EDGAR
on the SEC website at www.sec.gov.
(C) 2006 Sabine Production Partners, LP