PTXP / PennTex Midstream Partners, LP - SEC-arkiveringar, Årsredovisning, Fullmaktsutlåtande

PennTex Midstream Partners 15-12B

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 001-37412 PennTex Midstream Partners, LP (Exact name of registrant

PennTex Midstream Partners S-8 POS

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 1 to Form S-8 Registration Statement No. 333-204832 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PENNTEX MIDSTREAM PARTNERS, LP (Exact Name of Registrant as Specified in Its Charter) Delaware 8111 Westchester Drive, Suite 600 47-1669563 Dallas, Texas 75225 (State or Oth

PTXP / PennTex Midstream Partners, LP 10-Q/A (Quarterly Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q/A (Amendment No. 1) (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-37412 PennTex Midstream Partne

PTXP / PennTex Midstream Partners, LP 10-K/A (Annual Report)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-

PennTex Midstream Partners ESP

CORRESP 1 filename1.htm July 5, 2017 Via EDGAR Securities and Exchange Commission 100 F. Street, N.E.- Mail Stop 3561 Washington, D.C. 20549 Re: PennTex Midstream Partners, LP Form 10-K for the Fiscal Year Ended December 31, 2016 Filed February 3, 2017 Form 10-Q for the Quarterly Period Ended March 31, 2017 File No. 1-37412 This memorandum sets forth the responses of PennTex Midstream Partners, LP

Other Events

8-K 1 d421167d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 June 30, 2017 Date of Report (Date of earliest event reported) PENNTEX MIDSTREAM PARTNERS, LP (Exact name of Registrant as specified in its charter) Delaware 001-37412 47-1669563 (State or other jurisdiction

PennTex Midstream Partners 25

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PTXP / PennTex Midstream Partners, LP / Energy Transfer Equity, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 etpschedule13daamendmentno.htm SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ————————————— SCHEDULE 13D (Amendment No. 3) Under the Securities Exchange Act of 1934 —————————— PENNTEX MIDSTREAM PARTNERS, LP —————————— (Name of Issuer) Common Units Representing Limited Partner Interests —————————— (Title of Class of Securities) 709311104 —————————— (CUSI

Regulation FD Disclosure, Financial Statements and Exhibits

8-K 1 d412878d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 20, 2017 PENNTEX MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 001-37412 47-1669563 (State or other jurisdiction

PENNTEX MIDSTREAM ANNOUNCES EXPIRATION OF ENERGY TRANSFER TENDER OFFER

EX-99.1 2 d412878dex991.htm EX-99.1 Exhibit 99.1 PENNTEX MIDSTREAM ANNOUNCES EXPIRATION OF ENERGY TRANSFER TENDER OFFER HOUSTON, June 20, 2017 (GLOBE NEWSWIRE) – PennTex Midstream Partners, LP (NASDAQ: PTXP) (the “Partnership”) today announced that as of 5:00 p.m., Eastern Time, on June 19, 2017 (the “Expiration Time”), approximately 12,360,503 common units representing limited partner interests i

PennTex Midstream Partners SC 14D9/A

SC 14D9/A As filed with the Securities and Exchange Commission on June 19, 2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.

PTXP / PennTex Midstream Partners, LP / Energy Transfer Partners, L.P. - SC TO-T/A

SC TO-T/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 5 to SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PennTex Midstream Partners, LP (Name of Subject Company (Issuer)) Energy Transfer Partners, L.P. (Name of Filing Person (Offeror)) Common Units Representing Limited Partner Interests (Title

PTXP / PennTex Midstream Partners, LP / PennTex Midstream Partners, LP - SC 13E3/A

SC 13E3/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to SCHEDULE 13E-3 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 PennTex Midstream Partners, LP (Name of the Issuer) PennTex Midstream GP, LLC PennTex Midstream Partners, LP (Name of Person Filing Statement) Common Units Representing Limited Partner Interes

PTXP / PennTex Midstream Partners, LP / PennTex Midstream Partners, LP - SC 13E3/A NO. 2

SC 13E3/A No. 2 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to SCHEDULE 13E-3 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 PennTex Midstream Partners, LP (Name of the Issuer) PennTex Midstream GP, LLC PennTex Midstream Partners, LP (Name of Person Filing Statement) Common Units Representing Limited Partner I

ENERGY TRANSFER PARTNERS, L.P. ANNOUNCES APPROXIMATELY 12,360,503 COMMON UNITS OF PENNTEX MIDSTREAM PARTNERS, LP HAVE BEEN ACCEPTED FOR PURCHASE ETP Now Owns More than 80% of Outstanding Common Units, Allowing Exercise of Limited Call Right for Remai

EX-99.A.1.VIII Exhibit (a)(1)(viii) ENERGY TRANSFER PARTNERS, L.P. ANNOUNCES APPROXIMATELY 12,360,503 COMMON UNITS OF PENNTEX MIDSTREAM PARTNERS, LP HAVE BEEN ACCEPTED FOR PURCHASE ETP Now Owns More than 80% of Outstanding Common Units, Allowing Exercise of Limited Call Right for Remaining Common Units Not Tendered DALLAS (June 20, 2017) – Energy Transfer Partners, L.P. (NYSE: ETP) (“ETP”) today a

PennTex Midstream Partners ESP

CORRESP 811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES Barcelona Moscow Beijing Munich Boston New York Brussels Orange County Century City Paris June 19, 2017 Chicago Riyadh Dubai Rome Via EDGAR D?sseldorf San Diego Frankfurt San Francisco Daniel F. Duchovny Hamburg Seoul Special Counsel Hong Kong Shanghai Office of Merge

PennTex Midstream Partners SC 14D9/A

SC 14D9/A 1 d411225dsc14d9a.htm SC 14D9/A As filed with the Securities and Exchange Commission on June 13, 2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PennTex Midstream Partners, LP (Name of Subject Company) PennTex Midstream Partner

PennTex Midstream Partners ESP

CORRESP 1 filename1.htm 811 Main Street, Suite 3700 Houston, TX 77002 Tel: +1.713.546.5400 Fax: +1.713.546.5401 www.lw.com FIRM / AFFILIATE OFFICES Barcelona Moscow Beijing Munich Boston New York Brussels Orange County Century City Paris June 13, 2017 Chicago Riyadh Dubai Rome Via EDGAR Düsseldorf San Diego Frankfurt San Francisco Daniel F. Duchovny Hamburg Seoul Special Counsel Hong Kong Shanghai

Supplement No. 1 to Offer to Purchase for Cash All Outstanding Common Units Representing Limited Partner Interests PennTex Midstream Partners, LP Energy Transfer Partners, L.P. $20.00 per Common Unit

EX-99.A.1.I.A Supplement No. 1 to Offer to Purchase for Cash All Outstanding Common Units Representing Limited Partner Interests in PennTex Midstream Partners, LP by Energy Transfer Partners, L.P. at $20.00 per Common Unit THE OFFER (AS DEFINED HEREIN) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 19, 2017, UNLESS THE OFFER IS EXTENDED. COMMON UNITS IN PENNTEX MIDSTRE

PTXP / PennTex Midstream Partners, LP / Energy Transfer Partners, L.P. - SC TO-T/A

SC TO-T/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 4 to SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PennTex Midstream Partners, LP (Name of Subject Company (Issuer)) Energy Transfer Partners, L.P. (Name of Filing Person (Offeror)) Common Units Representing Limited Partner Interests (Title

PTXP / PennTex Midstream Partners, LP / Energy Transfer Partners, L.P. - SC TO-T/A

SC TO-T/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 3 to SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PennTex Midstream Partners, LP (Name of Subject Company (Issuer)) Energy Transfer Partners, L.P. (Name of Filing Person (Offeror)) Common Units Representing Limited Partner Interests (Title

PTXP / PennTex Midstream Partners, LP / PennTex Midstream Partners, LP - SC 13E3

SC 13E3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13E-3 Rule 13e-3 Transaction Statement under Section 13(e) of the Securities Exchange Act of 1934 PennTex Midstream Partners, LP (Name of the Issuer) PennTex Midstream GP, LLC PennTex Midstream Partners, LP (Name of Person Filing Statement) Common Units Representing Limited Partner Interests (Title of Class of

These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of PennTex Midstream GP, LLC, the general partner of PennTex Midstream Partners, LP (the “Partn

EX-99.(c)(2) The Conflicts Committee of the Board of Directors of PennTex Midstream GP, LLC Discussion Materials May 28, 2017 Preliminary Draft – Work in Progress Exhibit (c)(2) These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of PennTex Midstream GP, LLC, the general partner of PennTex Midstr

These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of PennTex Midstream GP, LLC, the general partner of PennTex Midstream Partners, LP (the “Partn

EX-99.(C)(2) 2 d393642dex99c2.htm EX-99.(C)(2) The Conflicts Committee of the Board of Directors of PennTex Midstream GP, LLC Discussion Materials June 1, 2017 Exhibit 99.(C)(2) These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of PennTex Midstream GP, LLC, the general partner of PennTex Midstr

PTXP / PennTex Midstream Partners, LP / Energy Transfer Partners, L.P. - SC TO-T/A

SC TO-T/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 2 to SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PennTex Midstream Partners, LP (Name of Subject Company (Issuer)) Energy Transfer Partners, L.P. (Name of Filing Person (Offeror)) Common Units Representing Limited Partner Interests (Title

PennTex Midstream Partners SC 14D9

SC 14D9 1 d406198dsc14d9.htm SC 14D9 As filed with the Securities and Exchange Commission on June 1, 2017 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 14D-9 SOLICITATION/RECOMMENDATION STATEMENT UNDER SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934 PennTex Midstream Partners, LP (Name of Subject Company) PennTex Midstream Partners, LP (Name of Person(s)

1

EX-99.1 Exhibit 99.1 Conflicts Committee Recommends That Unitholders Accept Energy Transfer Partners, L.P.?s Tender Offer to Purchase Common Units for $20.00 per Unit in Cash HOUSTON, June 1, 2017 (GLOBE NEWSWIRE) ? PennTex Midstream Partners, LP (the ?Partnership?) (NASDAQ: PTXP) today announced that the Conflicts Committee (?Conflicts Committee?) of the Board of Directors of the Partnership?s ge

PennTex Midstream Partners FORM 8-K (Current Report/Significant Event)

Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 1, 2017 PENNTEX MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 001-37412 47-1669563 (State or other jurisdiction of incorporation

Supplement No. 1 to Offer to Purchase for Cash All Outstanding Common Units Representing Limited Partner Interests PennTex Midstream Partners, LP Energy Transfer Partners, L.P. $20.00 per Common Unit

EX-99.(a)(1)(i)(a) Supplement No. 1 to Offer to Purchase for Cash All Outstanding Common Units Representing Limited Partner Interests in PennTex Midstream Partners, LP by Energy Transfer Partners, L.P. at $20.00 per Common Unit THE OFFER (AS DEFINED HEREIN) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 19, 2017, UNLESS THE OFFER IS EXTENDED. COMMON UNITS IN PENNTEX MI

PTXP / PennTex Midstream Partners, LP / Energy Transfer Partners, L.P. - SC TO-T/A

SC TO-T/A 1 d393642dsctota.htm SC TO-T/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 Amendment No. 1 to SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PennTex Midstream Partners, LP (Name of Subject Company (Issuer)) Energy Transfer Partners, L.P. (Name of Filing Person (Offeror)) Common Units Representing L

PTXP / PennTex Midstream Partners, LP / Energy Transfer Equity, L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 2) Under the Securities Exchange Act of 1934 PENNTEX MIDSTREAM PARTNERS, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 709311104 (CUSIP Number) Thomas E. Long Chief Financial Officer Energy Transfer Partners, L.P. 8111 Westchester Drive, Suite

PENNTEX’S BOARD OF DIRECTORS TO REVIEW UNSOLICITED TENDER OFFER FROM ENERGY TRANSFER PARTNERS

EX-99.1 2 d351792dex991.htm EX-99.1 Exhibit 99.1 PENNTEX’S BOARD OF DIRECTORS TO REVIEW UNSOLICITED TENDER OFFER FROM ENERGY TRANSFER PARTNERS HOUSTON, May 19, 2017 – PennTex Midstream Partners, LP (NASDAQ: PTXP) (the “Partnership”), today confirmed that our affiliate and owner of our general partner, Energy Transfer Partners, L.P. (NYSE: ETP), has commenced an unsolicited tender offer to acquire

Financial Statements and Exhibits, Other Events

8-K 1 d351792d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 19, 2017 PENNTEX MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 001-37412 47-1669563 (State or other jurisdic

ENERGY TRANSFER PARTNERS, L.P. ANNOUNCES TENDER OFFER TO PURCHASE COMMON UNITS OF PENNTEX MIDSTREAM PARTNERS, LP FOR $20.00 PER UNIT IN CASH

EX-99.A.1.VII 8 d393642dex99a1vii.htm EX-99.A.1.VII Exhibit (a)(1)(vii) ENERGY TRANSFER PARTNERS, L.P. ANNOUNCES TENDER OFFER TO PURCHASE COMMON UNITS OF PENNTEX MIDSTREAM PARTNERS, LP FOR $20.00 PER UNIT IN CASH DALLAS (May 18, 2017) – Energy Transfer Partners, L.P. (NYSE: ETP) (“ETP”) today announced its tender offer to purchase all of the outstanding common units representing limited partner in

NOTICE OF GUARANTEED DELIVERY For Tender of Common Units Representing Limited Partner Interests PENNTEX MIDSTREAM PARTNERS, LP $20.00 NET PER COMMON UNIT Pursuant to the Offer to Purchase ENERGY TRANSFER PARTNERS, L.P. THE OFFER AND WITHDRAWAL RIGHTS

EX-99.A.1.III 4 d393642dex99a1iii.htm EX-99.A.1.III Exhibit (a)(1)(iii) NOTICE OF GUARANTEED DELIVERY For Tender of Common Units Representing Limited Partner Interests in PENNTEX MIDSTREAM PARTNERS, LP at $20.00 NET PER COMMON UNIT Pursuant to the Offer to Purchase by ENERGY TRANSFER PARTNERS, L.P. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 19, 2017, UNLE

PTXP / PennTex Midstream Partners, LP / Energy Transfer Partners, L.P. - SC TO-T

SC TO-T SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE TO (RULE 14d-100) TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) or 13(e)(1) OF THE SECURITIES EXCHANGE ACT OF 1934 PennTex Midstream Partners, LP (Name of Subject Company (Issuer)) Energy Transfer Partners, L.P. (Name of Filing Person (Offeror)) Common Units Representing Limited Partner Interests (Titles of Class of Securit

Offer to Purchase for Cash All Outstanding Common Units Representing Limited Partner Interests PennTex Midstream Partners, LP Energy Transfer Partners, L.P. $20.00 per Common Unit

EX-99.A.1.I 2 d393642dex99a1i.htm EX-99.A.1.I Exhibit (a)(1)(i) Offer to Purchase for Cash All Outstanding Common Units Representing Limited Partner Interests in PennTex Midstream Partners, LP by Energy Transfer Partners, L.P. at $20.00 per Common Unit THE OFFER (AS DEFINED HEREIN) AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 19, 2017, UNLESS THE OFFER IS EXTENDED. C

Letter of Transmittal to Tender Common Units Representing Limited Partner Interests PENNTEX MIDSTREAM PARTNERS, LP at $20.00 Net Per Common Unit Pursuant to the Offer to Purchase dated May 18, 2017 Energy Transfer Partners, L.P.

EX-99.A.1.II Exhibit (a)(1)(ii) Letter of Transmittal to Tender Common Units Representing Limited Partner Interests in PENNTEX MIDSTREAM PARTNERS, LP at $20.00 Net Per Common Unit Pursuant to the Offer to Purchase dated May 18, 2017 by Energy Transfer Partners, L.P. The undersigned represents that I (we) have full authority to surrender without restriction the certificate(s) listed below. You are

Offer To Purchase For Cash All Outstanding Common Units Representing Limited Partner Interests in PennTex Midstream Partners, LP $20.00 NET PER COMMON UNIT Pursuant to the Offer to Purchase dated May 18, 2017 by ENERGY TRANSFER PARTNERS, L.P. THE OFF

EX-99.A.1.IV Exhibit (a)(1)(iv) Offer To Purchase For Cash All Outstanding Common Units Representing Limited Partner Interests in PennTex Midstream Partners, LP at $20.00 NET PER COMMON UNIT Pursuant to the Offer to Purchase dated May 18, 2017 by ENERGY TRANSFER PARTNERS, L.P. THE OFFER AND WITHDRAWAL RIGHTS WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON JUNE 19, 2017, UNLESS THE OFFER IS EXTEND

Offer to Purchase for Cash All Outstanding Common Units Representing Limited Partner Interests PENNTEX MIDSTREAM PARTNERS, LP $20.00 Net Per Common Unit ENERGY TRANSFER PARTNERS, L.P.

EX-99.A.1.V 6 d393642dex99a1v.htm EX-99.A.1.V Exhibit (a)(1)(v) Offer to Purchase for Cash All Outstanding Common Units Representing Limited Partner Interests in PENNTEX MIDSTREAM PARTNERS, LP at $20.00 Net Per Common Unit by ENERGY TRANSFER PARTNERS, L.P. The Offer and withdrawal rights will expire at 5:00 p.m., New York City time, on June 19, 2017, unless the Offer is extended. May 18, 2017 To O

This announcement is neither an offer to purchase nor a solicitation of an offer to sell PennTex common units (as defined below) and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is m

EX-99.A.1.VI Exhibit (a)(1)(vi) This announcement is neither an offer to purchase nor a solicitation of an offer to sell PennTex common units (as defined below) and the provisions herein are subject in their entirety to the provisions of the Offer (as defined below). The Offer is made solely pursuant to the Offer to Purchase dated May 18, 2017 and the related Letter of Transmittal and any amendmen

PennTex Midstream Partners, LP 10-Q (Quarterly Report)

10-Q 1 q12017ptxpform10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-37412 PennTex Mi

PENNTEX MIDSTREAM PARTNERS, LP UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS (in thousands, except per unit amounts)

EX-99.1 2 exhibit-991q117.htm EXHIBIT 99.1 Exhibit 99.1 FOR RELEASE: May 3, 2017 PennTex Midstream Partners, LP Reports First Quarter 2017 Results HOUSTON, TX, May 3, 2017 (GLOBE NEWSWIRE) - PennTex Midstream Partners, LP (NASDAQ: PTXP) (the “Partnership”) today reported first quarter 2017 financial and operational results. First Quarter 2017 Results For the three months ended March 31, 2017 the P

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 3, 2017 PennTex Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-37412 47-1669563 (State or other jurisdiction of incorporation

PTXP / PennTex Midstream Partners, LP / Energy Transfer Equity, L.P. - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 PENNTEX MIDSTREAM PARTNERS, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 709311104 (CUSIP Number) Thomas E. Long Chief Financial Officer Energy Transfer Partners, L.P. 8111 Westchester Drive, Suite

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 a8-kchangeauditors.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2017 PENNTEX MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 001-37412 47-1669563 (State or other

February 27, 2017

EX-16.1 2 exhibit161.htm EXHIBIT 16.1 EXHIBIT 16.1 February 27, 2017 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated February 27, 2017, of PennTex Midstream Partners, LP and are in agreement with the statements contained in the first four paragraphs on page 2 therein. We have no basis to agree or disagree wit

PTXP / PennTex Midstream Partners, LP / Oz Management LP - AMENDMENT NO. 1 TO SCHEDULE 13G Passive Investment

Amendment No. 1 to Schedule 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 (Amendment No. 1)* PENNTEX MIDSTREAM PARTNERS, LP (Name of Issuer) Common units representing limited partner interests (Title of Class of Securitie

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k)

EX-99.1 2 d335694dex991.htm EXHIBIT 1 Schedule 13 G CUSIP No. 709311104 EXHIBIT 1 JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on this Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the ne

PennTex Midstream Partners, LP 10-K (Annual Report)

10-K 1 ptxp201610k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Numb

Financial Statements and Exhibits, Results of Operations and Financial Condition

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 3, 2017 PennTex Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-37412 47-1669563 (State or other jurisdiction of incorpora

PENNTEX MIDSTREAM PARTNERS, LP UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS (in thousands, except per unit amounts)

Exhibit Exhibit 99.1 FOR RELEASE: February 3, 2017 PennTex Midstream Partners, LP Reports Fourth Quarter and Full Year 2016 Results HOUSTON, TX, Feb. 3, 2017 (GLOBE NEWSWIRE) - PennTex Midstream Partners, LP (NASDAQ: PTXP) (the ?Partnership?) today reported fourth quarter and full year 2016 financial and operational results. Fourth Quarter 2016 Results For the three months ended December 31, 2016

PennTex Midstream Partners, LP Company Jurisdiction of Organization PennTex Midstream Operating, LLC Delaware PennTex North Louisiana, LLC Delaware PennTex North Louisiana Operating 3, LLC Delaware

Exhibit 22.1 PennTex Midstream Partners, LP Subsidiaries Company Jurisdiction of Organization PennTex Midstream Operating, LLC Delaware PennTex North Louisiana, LLC Delaware PennTex North Louisiana Operating 3, LLC Delaware

FOURTH AMENDMENT TO MLP CREDIT AGREEMENT LIMITED CONSENT

Exhibit 10.5 FOURTH AMENDMENT TO MLP CREDIT AGREEMENT AND LIMITED CONSENT THIS FOURTH Amendment to MLP Credit Agreement AND LIMITED CONSENT (this “Amendment”) dated as of October 27, 2016 (the “Fourth Amendment Effective Date”) is among: PennTex Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), Royal Bank of Canada as administrative agent (together with its successors and as

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 20, 2017 PENNTEX MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 001-37412 47-1669563 (State or other jurisdiction of incorporation) (Co

PTXP / PennTex Midstream Partners, LP / Energy Transfer Equity, L.P. - SC 13D Activist Investment

SC 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 PENNTEX MIDSTREAM PARTNERS, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 709311104 (CUSIP Number) Thomas E. Long Chief Financial Officer Energy Transfer Partners, L.P. 8111 Westchester Drive, Suite 600 Dallas

JOINT FILING AGREEMENT AND POWER OF ATTORNEY

EX-99.A Exhibit A JOINT FILING AGREEMENT AND POWER OF ATTORNEY In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act of 1934, as amended, each of the undersigned does hereby consent and agree to: (a) the joint filing on behalf of each of them of a Statement on Schedule 13D and all amendments thereto with respect to the units representing limited partner interests in PennTe

FOR RELEASE: NOVEMBER 2, 2016

EX-99.1 2 closingpressrelease.htm EXHIBIT 99.1 EXHIBIT 99.1 FOR RELEASE: NOVEMBER 2, 2016 PennTex Midstream Partners, LP Announces Completion of Sale of General Partner to Energy Transfer Partners, L.P. HOUSTON, November 2, 2016/GLOBE NEWSWIRE/ - PennTex Midstream Partners, LP (NASDAQ: PTXP) (the “Partnership”) announced today the completion of the transactions pursuant to the previously announced

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 1, 2016 PENNTEX MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 001-37412 47-1669563 (State or other jurisdiction of incorporation) (Co

PennTex Midstream Partners, LP PTXP 3RD QTR 10-Q (Quarterly Report)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-37412 PennTex Midstream Partners, LP

PENNTEX MIDSTREAM PARTNERS, LP UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS (in thousands, except per unit amounts)

Exhibit Exhibit 99.1 FOR RELEASE: October 28, 2016 PennTex Midstream Partners, LP Reports Third Quarter 2016 Results HOUSTON, TX, October 28, 2016 /GLOBE NEWSWIRE/ - PennTex Midstream Partners, LP (NASDAQ: PTXP) (the “Partnership”) today reported third quarter 2016 financial and operational results. Financial and operational highlights for the quarter include: • Net income of $ 5.8 million , up 40

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 28, 2016 PennTex Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-37412 47-1669563 (State or other jurisdiction of incorporation or o

Other Events

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 24, 2016 PENNTEX MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 001-37412 47-1669563 (State or other jurisdiction of incorpora

PennTex Midstream Partners, LP ESP

CORRESP 1 filename1.htm September 16, 2016 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: PennTex Midstream Partners LP Form 10-K for the Fiscal Year Ended December 31, 2015 Form 10-Q for the Fiscal Quarter Ended June 30, 2016 Filed February 26, 2016 and August 4, 2016 File No. 1-37412 Ladies and Gentlemen: This letter se

PennTex Midstream Partners, LP 10-Q (Quarterly Report)

10-Q 1 q216ptxpform10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-37412 PennTex Midst

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 form8-kq216.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 4, 2016 PennTex Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-37412 47-1669563 (State or other jurisdicti

PENNTEX MIDSTREAM PARTNERS, LP UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS (in thousands, except per unit amounts)

Exhibit Exhibit 99.1 FOR RELEASE: August 4, 2016 PennTex Midstream Partners, LP Reports Second Quarter 2016 Results HOUSTON, TX, August 4, 2016 /GLOBE NEWSWIRE/ - PennTex Midstream Partners, LP (NASDAQ: PTXP) (the ?Partnership?) today reported second quarter 2016 financial and operational results. Financial and operational highlights for the quarter include: ? Net income of $4.2 million , up 19% f

AMENDMENT NO. 2 TO AMENDED AND RESTATED AREA OF MUTUAL INTEREST AND MIDSTREAM EXCLUSIVITY AGREEMENT

Exhibit 10.1 Execution Version AMENDMENT NO. 2 TO AMENDED AND RESTATED AREA OF MUTUAL INTEREST AND MIDSTREAM EXCLUSIVITY AGREEMENT This Amendment No. 2 to Amended and Restated Area of Mutual Interest and Midstream Exclusivity Agreement, dated as of May 31, 2016 (this “Amendment”), is entered into by and among PennTex NLA Holdings, LLC, a Delaware limited liability company (“PTX”), MRD WHR LA Midst

PennTex Midstream Partners, LP FORM 8-K (Current Report/Significant Event)

Document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 14, 2016 ( June 10, 2016) PennTex Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-37412 47-1669563 (State or other jurisdictio

PennTex Midstream Partners, LP 10-Q 1ST QUARTER 2016 (Quarterly Report)

10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) ? QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 or o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission file number 001-37412 PennTex Midstream Partners, LP (Exact n

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 form8-kq116.htm 8-K 1Q2016 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 6, 2016 PennTex Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-37412 47-1669563 (State or other jurisd

PENNTEX MIDSTREAM PARTNERS, LP UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS (in thousands, except per unit amounts)

Exhibit Exhibit 99.1 FOR RELEASE: May 6, 2016 PennTex Midstream Partners, LP Reports First Quarter 2016 Results HOUSTON, TX, May 6, 2016 /GLOBE NEWSWIRE/ - PennTex Midstream Partners, LP (NASDAQ: PTXP) (the “Partnership”) today reported first quarter 2016 financial and operational results. Highlights for the First Quarter 2016 Include: • Average processing volumes of 276 MDth/d • Adjusted EBITDA (

PTXP / PennTex Midstream Partners, LP / HITE Hedge Asset Management LLC Passive Investment

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PennTex Midstream Partners, LP (Name of Issuer) Common Units (Title of Class of Securities) 709311104 (CUSIP Number) April 11, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [X] Rule 13d-1(c) [ ] Rule 13d-1(d) * The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

PennTex Midstream Partners, LP FORM 10-K (Annual Report)

10-K 1 a2015form10-k.htm FORM 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 OR o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission Fi

AMENDMENT NO. 1 TO GAS TRANSPORTATION AGREEMENT

Exhibit 10.20 Execution Version AMENDMENT NO. 1 TO GAS TRANSPORTATION AGREEMENT This Amendment No. 1 to Gas Transportation Agreement, dated as of August 5, 2015 (this “Amendment”), is entered into by and among PennTex North Louisiana, LLC, a Delaware company and successor in interest to PennTex North Louisiana Operating, LLC (“Transporter”), and MRD Operating LLC, a Delaware limited liability comp

THIRD AMENDMENT TO MLP CREDIT AGREEMENT

Exhibit 10.4 Execution Version THIRD AMENDMENT TO MLP CREDIT AGREEMENT THIS THIRD Amendment to MLP Credit Agreement (this “Amendment”) dated as of December 11, 2015 (the “Third Amendment Effective Date”) is among: PennTex Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), Royal Bank of Canada as administrative agent (together with its successors and assigns in such capacity,

PennTex Midstream Partners, LP Company Jurisdiction of Organization PennTex Midstream Operating, LLC Delaware PennTex North Louisiana, LLC Delaware PennTex North Louisiana Operating 3, LLC Delaware

Exhibit 22.1 PennTex Midstream Partners, LP Subsidiaries Company Jurisdiction of Organization PennTex Midstream Operating, LLC Delaware PennTex North Louisiana, LLC Delaware PennTex North Louisiana Operating 3, LLC Delaware

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 25, 2016 PennTex Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-37412 47-1669563 (State or other jurisdiction of incorporation or

PENNTEX MIDSTREAM PARTNERS, LP GUIDANCE FOR FULL-YEAR 2016 (in millions, except volumes and per unit amounts) Twelve Months Ending December 31, 2016 Average Processing Volumes (MMcf/d) (1) 250 — 300 Financial Guidance Adjusted EBITDA $63 — $67 Distri

Exhibit Exhibit 99.1 FOR RELEASE: February 25, 2016 PennTex Midstream Partners, LP Reports Fourth Quarter 2015 Results and 2016 Guidance HOUSTON, TX, February 25, 2016 /GLOBE NEWSWIRE/ - PennTex Midstream Partners, LP (NASDAQ: PTXP) (the ?Partnership?) today reported fourth quarter 2015 financial and operational results and 2016 guidance. Highlights for the Quarter Include: ? Average processing vo

PTXP / PennTex Midstream Partners, LP / PennTex Midstream Partners, LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PENNTEX MIDSTREAM PARTNERS, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 709311104 (CUSIP Number) December 31, 2015 (Date of Event which Requires filing of this Statement) Check the appropriate box to designa

PTXP / PennTex Midstream Partners, LP / MRD MIDSTREAM LLC - SC 13G Passive Investment

SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 PENNTEX MIDSTREAM PARTNERS, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 709311104 (CUSIP Number) December 31, 2015 (Date of Event which Requires filing of this Statement) Check the appropriate box to designa

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Other Events

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 4, 2016 (February 3, 2016) PennTex Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-37412 47-1669563 (State or other jurisdictio

AMENDMENT NO. 2 TO GAS TRANSPORTATION AGREEMENT

Exhibit Execution Version AMENDMENT NO. 2 TO GAS TRANSPORTATION AGREEMENT This Amendment No. 2 (this “ Amendment ”), dated as of February 3, 2016, to that certain Gas Transportation Agreement, dated as of April 14, 2015, as amended by that certain Amendment No. 1 to Gas Transportation Agreement, dated as of August 5, 2015 (as so amended, the “ Agreement ”), is entered into by and among PennTex Nor

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PennTex Midstream Partners FORM 8-K (Current Report/Significant Event)

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 6, 2015 PennTex Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-37412 47-1669563 (State or other jurisdiction of incorporation

(1) Please see “Supplemental Non-GAAP Financial Measures” for a description and reconciliation of Adjusted EBITDA and distributable cash flow.

Exhibit Exhibit 99.1 FOR RELEASE: November 6, 2015 PennTex Midstream Partners, LP Reports Third Quarter 2015 Results HOUSTON, TX, November 6, 2015 /GLOBE NEWSWIRE/ - PennTex Midstream Partners, LP (NASDAQ: PTXP) (the ?Partnership?) today reported third quarter 2015 financial and operational results. Highlights for the Quarter Include: ? Completed the Mt. Olive plant, a 200 MMcf/d design-capacity c

PennTex Midstream Partners 8-K EARNINGS RELEASE 2ND QUARTER (Current Report/Significant Event)

earnings 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 5, 2015 PennTex Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-37412 47-1669563 (State or other jurisdiction of incorpo

PENNTEX MIDSTREAM PARTNERS, LP UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS (in thousands, except per unit amounts) For the Three Months For the Six Months Ended June 30, 2015 For the period from March 17, 2014 (inception) through June 30, 2014 End

Exhibit99-1 Exhibit 99.1 NEWS RELEASE PennTex Midstream Partners, LP Reports Second Quarter 2015 Results HOUSTON, TX, August 7, 2015 /GLOBE NEWSWIRE/ - PennTex Midstream Partners, LP (NASDAQ: PTXP) (the “Partnership”) today reported second quarter 2015 financial and operational results. Highlights for the quarter include: • Completed $225 million initial public offering of 11,250,000 common units

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walkerpoasigned

PennTex Midstream Partners 8-K (Current Report/Significant Event)

Form 8-K 07 27 2015 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k)

Exhibit 1 Schedule 13 G CUSIP No. 709311104 EXHIBIT 1 JOINT FILING STATEMENT PURSUANT TO RULE 13d-1(k) The undersigned acknowledge and agree that the foregoing statement on this Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional

PTXP / PennTex Midstream Partners, LP / Oz Management LP - SCHEDULE 13G Passive Investment

Schedule 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2 PENNTEX MIDSTREAM PARTNERS, LP (Name of Issuer) Common units representing limited partner interests (Title of Class of Securities) 709311104 (CUSIP Number) June 3, 20

REGISTRATION RIGHTS AGREEMENT

EX-10.3 6 d939340dex103.htm EX-10.3 Exhibit 10.3 Execution Version REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of June 9, 2015, by and between PennTex Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), PennTex Midstream Partners, LLC, a Delaware limited liability company (“PennTex Development”), and MRD WH

PennTex Midstream Partners, LP 11,250,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT

EX-1.1 Exhibit 1.1 Execution Version PennTex Midstream Partners, LP 11,250,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT New York, New York June 3, 2015 CITIGROUP GLOBAL MARKETS INC. BARCLAYS CAPITAL INC. RBC CAPITAL MARKETS, LLC WELLS FARGO SECURITIES, LLC As Representatives of the several Underwriters c/o Citigroup Global Markets Inc. 388 Greenwich Street New Yor

PennTex Midstream Partners FORM S-8

S-8 1 d936126ds8.htm FORM S-8 As filed with the Securities and Exchange Commission on June 9, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT under the Securities Act of 1933 PENNTEX MIDSTREAM PARTNERS, LP (Exact Name of Registrant as Specified in Its Charter) Delaware 11931 Wickchester Ln., Suite 300 47-1669563 (St

CONTRIBUTION, CONVEYANCE AND ASSUMPTION By and Among PENNTEX MIDSTREAM PARTNERS, LP PENNTEX MIDSTREAM PARTNERS, LLC PENNTEX NORTH LOUISIANA, LLC PENNTEX NLA HOLDINGS, LLC MRD WHR LA MIDSTREAM LLC PENNTEX MIDSTREAM OPERATING, LLC Dated as of June 9, 2

EX-10.1 Exhibit 10.1 Execution Version CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among PENNTEX MIDSTREAM PARTNERS, LP PENNTEX MIDSTREAM PARTNERS, LLC PENNTEX NORTH LOUISIANA, LLC PENNTEX NLA HOLDINGS, LLC MRD WHR LA MIDSTREAM LLC AND PENNTEX MIDSTREAM OPERATING, LLC Dated as of June 9, 2015 CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT This Contribution, Conveyance and Assumptio

FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP PENNTEX MIDSTREAM PARTNERS, LP A Delaware Limited Partnership Dated as of June 9, 2015 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 26 Ar

EX-3.1 Exhibit 3.1 Execution Version FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF PENNTEX MIDSTREAM PARTNERS, LP A Delaware Limited Partnership Dated as of June 9, 2015 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 26 Article II ORGANIZATION 26 Section 2.1 Formation 26 Section 2.2 Name 27 Section 2.3 Registered Office; Registere

OMNIBUS AGREEMENT

EX-10.2 Exhibit 10.2 Execution Version OMNIBUS AGREEMENT This Omnibus Agreement (this ?Agreement?) is entered into on, and effective as of, the Closing Date among PennTex Midstream Partners, LP, a Delaware limited partnership (the ?Partnership?), PennTex Midstream Partners, LLC, a Delaware limited liability company (?Parent?), and PennTex Midstream GP, LLC, a Delaware limited liability company and

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 3, 2015 PENNTEX MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 001-37412 47-1669563 (State or other jurisdiction of incorporation) (Co

PennTex Midstream Partners, LP 11,250,000 Common Units Representing Limited Partner Interests

424B4 1 d901177d424b4.htm 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-199020 PROSPECTUS PennTex Midstream Partners, LP 11,250,000 Common Units Representing Limited Partner Interests This is the initial public offering of 11,250,000 common units representing limited partner interests of PennTex Midstream Partners, LP. No public market currently exists for our commo

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POWER OF ATTORNEY CHRISTOPHER G. CARTER With respect to holdings of and transactions in securities issued by PennTex Midstream Partners, LP (the "Company"), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the under

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POWER OF ATTORNEY THOMAS F. KARAM With respect to holdings of and transactions in securities issued by PennTex Midstream Partners, LP (the "Company"), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned

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POWER OF ATTORNEY STEPHEN M. MOORE With respect to holdings of and transactions in securities issued by PennTex Midstream Partners, LP (the "Company"), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigne

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POWER OF ATTORNEY MICHAEL J. MORAN With respect to holdings of and transactions in securities issued by PennTex Midstream Partners, LP (the "Company"), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigne

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POWER OF ATTORNEY ANDREA BERNATOVA With respect to holdings of and transactions in securities issued by PennTex Midstream Partners, LP (the "Company"), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned's true and lawful attorney-in-fact to: 1.

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POWER OF ATTORNEY L. THOMAS STONE With respect to holdings of and transactions in securities issued by PennTex Midstream Partners, LP (the "Company"), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned

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EX-24 2 attachment1.htm EX-24 DOCUMENT POWER OF ATTORNEY CAMERON J. DUNN With respect to holdings of and transactions in securities issued by PennTex Midstream Partners, LP (the "Company"), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and re

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POWER OF ATTORNEY CHRIS E. STAFFEL With respect to holdings of and transactions in securities issued by PennTex Midstream Partners, LP (the "Company"), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigne

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POWER OF ATTORNEY KENNETH E. HERTEL With respect to holdings of and transactions in securities issued by PennTex Midstream Partners, LP (the "Company"), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersign

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POWER OF ATTORNEY STEVEN R. JONES With respect to holdings of and transactions in securities issued by PennTex Midstream Partners, LP (the "Company"), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned

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POWER OF ATTORNEY ROBERT O. BOND With respect to holdings of and transactions in securities issued by PennTex Midstream Partners, LP (the "Company"), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned'

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POWER OF ATTORNEY CHRISTOPHER D. RAY With respect to holdings of and transactions in securities issued by PennTex Midstream Partners, LP (the "Company"), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersig

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POWER OF ATTORNEY DAVID W. HAYES With respect to holdings of and transactions in securities issued by PennTex Midstream Partners, LP (the "Company"), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigned'

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POWER OF ATTORNEY ROBERT W. JORDAN With respect to holdings of and transactions in securities issued by PennTex Midstream Partners, LP (the "Company"), the undersigned hereby constitutes and appoints the individuals named on Schedule A attached hereto and as may be amended from time to time, or any of them signing singly, with full power of substitution and resubstitution, to act as the undersigne

PennTex Midstream Partners 8-A12B

8-A12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 PENNTEX MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 47-1669563 (State of incorporation or organization) (I.R.S. Employer Identification No.) 1193

PennTex Midstream Partners ESP

CORRESP 1 filename1.htm PENNTEX MIDSTREAM PARTNERS, LP 11931 Wickchester Ln., Suite 300 Houston, TX 77043 June 1, 2015 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549-4628 Attn: Mara L. Ransom, Assistant Director Division of Corporation Finance Re: PennTex Midstream Partners, LP Registration Statement on Form S-1 File No. 333-

PennTex Midstream Partners ESP

June 1, 2015 Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.

PennTex Midstream Partners FORM S-1/A

FORM S-1/A Table of Contents As filed with the Securities and Exchange Commission on May 26, 2015 Registration No.

PennTex Midstream Partners S-1/A

S-1/A As filed with the Securities and Exchange Commission on May 20, 2015 Registration No.

AMENDMENT NO. 1 TO GAS GATHERING AGREEMENT

EX-10.16 Exhibit 10.16 AMENDMENT NO. 1 TO GAS GATHERING AGREEMENT This Amendment No. 1 to Gas Gathering Agreement, dated as of May 20, 2015 (this ?Amendment?), is entered into by and among PennTex North Louisiana, LLC, a Delaware company and successor in interest to PennTex North Louisiana Operating, LLC (?Gatherer?), and MRD Operating LLC, a Delaware limited liability company (?Customer?). Gather

AMENDMENT NO. 1 TO AMENDED AND RESTATED GAS PROCESSING AGREEMENT

EX-10.15 Exhibit 10.15 AMENDMENT NO. 1 TO AMENDED AND RESTATED GAS PROCESSING AGREEMENT This Amendment No. 1 to Amended and Restated Gas Processing Agreement, dated as of May 20, 2015 (this ?Amendment?), is entered into by and among PennTex North Louisiana, LLC, a Delaware company and successor in interest to PennTex North Louisiana Operating, LLC (?Processor?), and MRD Operating LLC, a Delaware l

AMENDMENT NO. 1 TO AMENDED AND RESTATED AREA OF MUTUAL INTEREST AND MIDSTREAM EXCLUSIVITY AGREEMENT

EX-10.14 Exhibit 10.14 AMENDMENT NO. 1 TO AMENDED AND RESTATED AREA OF MUTUAL INTEREST AND MIDSTREAM EXCLUSIVITY AGREEMENT This Amendment No. 1 to Amended and Restated Area of Mutual Interest and Midstream Exclusivity Agreement, dated as of May 20, 2015 (this ?Amendment?), is entered into by and among PennTex NLA Holdings, LLC, a Delaware limited liability company (?PTX?), MRD WHR LA Midstream LLC

PennTex Midstream Partners ESP

PENNTEX MIDSTREAM PARTNERS, LP 11931 Wickchester Ln., Suite 300 Houston, TX 77043 May 18, 2015 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attn: Mara L. Ransom, Assistant Director Division of Corporation Finance Re: PennTex Midstream Partners, LP Registration Statement on Form S-1 File No. 333-199020 Ladies and Gentlemen: P

PennTex Midstream Partners S-1/A

S-1/A 1 d901177ds1a.htm S-1/A Table of Contents As filed with the Securities and Exchange Commission on May 15, 2015 Registration No. 333-199020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 6 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PENNTEX MIDSTREAM PARTNERS, LP (Exact Name of Registrant as Specified in Its Charter) Delaware 4922

PennTex Midstream Partners ESP

Corresp PENNTEX MIDSTREAM PARTNERS, LP 11931 Wickchester Ln., Suite 300 Houston, TX 77043 May 15, 2015 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Mara L. Ransom Division of Corporation Finance Re: PennTex Midstream Partners, LP Amendment No. 5 to Registration Statement on Form S-1 Filed May 7, 2015 File No. 333-1990

PennTex Midstream Partners ESP

CORRESP 1 filename1.htm PENNTEX MIDSTREAM PARTNERS, LP 11931 Wickchester Ln., Suite 300 Houston, TX 77043 May 7, 2015 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Mara L. Ransom Division of Corporation Finance Re: PennTex Midstream Partners, LP Amendment No. 4 to Registration Statement on Form S-1 Filed April 16, 2015

PennTex Midstream Partners S-1/A

S-1/A Table of Contents As filed with the Securities and Exchange Commission on May 7, 2015 Registration No.

PennTex Midstream Partners S-1/A

S-1/A Table of Contents As filed with the Securities and Exchange Commission on April 15, 2015 Registration No.

SERVICES AND SECONDMENT AGREEMENT PENNTEX MIDSTREAM PARTNERS, LLC, PENNTEX MIDSTREAM MANAGEMENT COMPANY, LLC, PENNTEX MIDSTREAM GP, LLC PENNTEX MIDSTREAM PARTNERS, LP TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS; INTERPRETATION 1 1.1 Definitions 1 1.

EX-10.12 Exhibit 10.12 SERVICES AND SECONDMENT AGREEMENT among PENNTEX MIDSTREAM PARTNERS, LLC, PENNTEX MIDSTREAM MANAGEMENT COMPANY, LLC, PENNTEX MIDSTREAM GP, LLC and PENNTEX MIDSTREAM PARTNERS, LP TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS; INTERPRETATION 1 1.1 Definitions 1 1.2 Interpretation 1 1.3 Legal Representation of Parties 2 1.4 Titles and Headings 2 ARTICLE 2 SECONDMENT 2 2.1 Provide

CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among PENNTEX MIDSTREAM PARTNERS, LP PENNTEX MIDSTREAM PARTNERS, LLC PENNTEX NORTH LOUISIANA, LLC PENNTEX MIDSTREAM OPERATING, LLC Dated as of [•], 2015 CONTRIBUTION, CONVEYANCE AND ASSUMPTION

EX-10.8 Exhibit 10.8 CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT By and Among PENNTEX MIDSTREAM PARTNERS, LP PENNTEX MIDSTREAM PARTNERS, LLC PENNTEX NORTH LOUISIANA, LLC AND PENNTEX MIDSTREAM OPERATING, LLC Dated as of [•], 2015 CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT This Contribution, Conveyance and Assumption Agreement, dated as of [•], 2015 (as amended or supplemented from time

REGISTRATION RIGHTS AGREEMENT

EX-10.11 Exhibit 10.11 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made and entered into as of [•], 2015, by and between PennTex Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), PennTex NLA Holdings, LLC, a Delaware limited liability company (“PennTex NLA”), and MRD WHR LA Midstream LLC, a Delaware limited liability company (“MR

OMNIBUS AGREEMENT

EX-10.6 Exhibit 10.6 OMNIBUS AGREEMENT This Omnibus Agreement (this “Agreement”) is entered into on, and effective as of, the Closing Date among PennTex Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), PennTex Midstream Partners, LLC, a Delaware limited liability company (“Parent”), PennTex North Louisiana, LLC, a Delaware limited liability company (“PennTex JV”), and Pe

PENNTEX MIDSTREAM PARTNERS LP 2015 LONG-TERM INCENTIVE PLAN

EX-10.9 Exhibit 10.9 PENNTEX MIDSTREAM PARTNERS LP 2015 LONG-TERM INCENTIVE PLAN SECTION 1. Purpose of the Plan. This PennTex Midstream Partners LP 2015 Long-Term Incentive Plan (the “Plan”) has been adopted by PennTex Midstream GP, LLC, a Delaware limited liability company (the “Company”), the general partner of PennTex Midstream Partners, LP, a Delaware limited partnership (the “Partnership”). T

PennTex Midstream Partners, LP [•] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT

EX-1.1 2 d768467dex11.htm EX-1.1 Exhibit 1.1 PennTex Midstream Partners, LP [•] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT New York, New York [•], 2015 CITIGROUP GLOBAL MARKETS INC. BARCLAYS CAPITAL INC. RBC CAPITAL MARKETS, LLC TUDOR, PICKERING, HOLT & CO. SECURITIES, INC. As Representatives of the several Underwriters c/o Citigroup Global Markets Inc. 388 Greenwic

PTXP / PennTex Midstream Partners, LP S-1/A - - S-1/A

S-1/A Table of Contents As filed with the Securities and Exchange Commission on December 15, 2014 Registration No.

PENNTEX MIDSTREAM PARTNERS LP 2015 LONG-TERM INCENTIVE PLAN PHANTOM UNIT AGREEMENT

EX-10.10 Exhibit 10.10 PENNTEX MIDSTREAM PARTNERS LP 2015 LONG-TERM INCENTIVE PLAN PHANTOM UNIT AGREEMENT Pursuant to this Phantom Unit Agreement, dated as of the Grant Date set forth in the Grant Notice below (this “Agreement”), PennTex Midstream GP, LLC (the “Company”), as the general partner of PennTex Midstream Partners, LP (the “Partnership”), hereby grants to the individual identified in the

PTXP / PennTex Midstream Partners, LP CORRESP - -

CORRESP PENNTEX MIDSTREAM PARTNERS, LP 11931 Wickchester Ln., Suite 300 Houston, TX 77043 December 15, 2014 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Mara L. Ransom Division of Corporation Finance Re: PennTex Midstream Partners, LP Amendment No. 2 to Registration Statement on Form S-1 Filed November 10, 2014 File N

PTXP / PennTex Midstream Partners, LP S-1/A - - AMENDMENT NO. 2 TO FORM S-1

Amendment No. 2 to Form S-1 Table of Contents As filed with the Securities and Exchange Commission on November 7, 2014 Registration No. 333-199020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 2 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PENNTEX MIDSTREAM PARTNERS, LP (Exact Name of Registrant as Specified in Its Charter) Delaware 49

PTXP / PennTex Midstream Partners, LP CORRESP - -

CORRESP PENNTEX MIDSTREAM PARTNERS, LP 11931 Wickchester Ln., Suite 300 Houston, TX 77043 November 7, 2014 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Mara L. Ransom Division of Corporation Finance Re: PennTex Midstream Partners LP Registration Statement on Form S-1 Filed September 30, 2014 File No. 333-199020 Ladies

PennTex Midstream Partners, LP List of Subsidiaries Name Jurisdiction of Organization PennTex Midstream Operating, LLC Delaware PennTex North Louisiana Operating, LLC Delaware

EX-21.1 Exhibit 21.1 PennTex Midstream Partners, LP List of Subsidiaries Name Jurisdiction of Organization PennTex Midstream Operating, LLC Delaware PennTex North Louisiana Operating, LLC Delaware

PTXP / PennTex Midstream Partners, LP S-1/A - - S-1 AMD. 1

S-1 Amd. 1 Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on October 24, 2014 Registration No. 333-199020 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Amendment No. 1 to FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PENNTEX MIDSTREAM PARTNERS, LP (Exact Name of Registrant as Specified in Its Charter

PTXP / PennTex Midstream Partners, LP CORRESP - -

CORRESP PENNTEX MIDSTREAM PARTNERS, LP 11931 Wickchester Ln., Suite 300 Houston, TX 77043 October 24, 2014 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Mara L. Ransom Division of Corporation Finance Re: PennTex Midstream Partners LP Registration Statement on Form S-1 Filed September 30, 2014 File No. 333-199020 Ladies

PTXP / PennTex Midstream Partners, LP CORRESP - -

CORRESP PENNTEX MIDSTREAM PARTNERS, LP 11931 Wickchester Ln., Suite 300 Houston, TX 77043 September 30, 2014 Via EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attn: Mara L. Ransom Division of Corporation Finance Re: PennTex Midstream Partners, LP Draft Registration Statement on Form S-1 Submitted August 27, 2014 CIK No. 00016177

PTXP / PennTex Midstream Partners, LP S-1 - Registration Statement - FORM S-1

FORM S-1 Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on September 30, 2014 Registration No.

CERTIFICATE OF LIMITED PARTNERSHIP PENNTEX MIDSTREAM PARTNERS, LP

EX-3.1 Exhibit 3.1 CERTIFICATE OF LIMITED PARTNERSHIP OF PENNTEX MIDSTREAM PARTNERS, LP This Certificate of Limited Partnership, dated August 19, 2014, has been duly executed and is filed pursuant to Section 17-201 of the Delaware Revised Uniform Limited Partnership Act (the “Act”) to form a limited partnership (the “Partnership”) under the Act. 1. Name. The name of the Partnership is “PennTex Mid

PTXP / PennTex Midstream Partners, LP DRS - -

DRAFT REGISTRATION STATEMENT Table of Contents Index to Financial Statements As confidentially submitted to the Securities and Exchange Commission on August 27, 2014 Registration No.

CERTIFICATE OF LIMITED PARTNERSHIP PENNTEX MIDSTREAM PARTNERS, LP

EX-3.1 Exhibit 3.1 CERTIFICATE OF LIMITED PARTNERSHIP OF PENNTEX MIDSTREAM PARTNERS, LP This Certificate of Limited Partnership, dated August 19, 2014, has been duly executed and is filed pursuant to Section 17-201 of the Delaware Revised Uniform Limited Partnership Act (the “Act”) to form a limited partnership (the “Partnership”) under the Act. 1. Name. The name of the Partnership is “PennTex Mid