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): March 8, 2017

 

 

American Midstream Partners, LP

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-35257   27-0855785

(State or other jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

2103 CityWest Boulevard

Building #4, Suite 800

Houston, Texas

(Address of principal executive offices)

Registrant’s telephone number, including area code: (713) 815-3900

Not Applicable

(Former name or address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

 

  ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-(b))

 

  ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 2.01. Completion of Acquisition or Disposition of Assets

On March 8, 2017, American Midstream Partners, LP (“ AMID ”) completed its acquisition of JP Energy Partners LP (“ JPE ”) pursuant to that certain Agreement and Plan of Merger, dated as of October 23, 2016 (the “ Merger Agreement ”), by and among AMID, American Midstream GP, LLC, a Delaware limited liability company and the general partner of AMID (“ AMID GP ”), JPE, JPE Energy GP II LLC, a Delaware limited liability company and the general partner of JPE (“ JPE GP ”), Argo Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of AMID (“ AMID Merger Sub ”), and Argo Merger GP Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of AMID (“ GP Sub ”). Under the terms of the Merger Agreement, among other things, AMID Merger Sub merged into and with JPE (the “ Merger ”), with JPE surviving the Merger as a wholly owned subsidiary of AMID.

Immediately prior to the Merger, Argo GP Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of AMID GP (“ Merger Sub GP ”), merged with and into JPE GP, with JPE GP surviving as a wholly owned subsidiary of AMID GP (the “ GP Merger ”). The GP Merger was consummated pursuant to the terms of that certain Agreement and Plan of Merger, dated as of October 23, 2016, among AMID GP, JPE GP and Merger Sub GP. In connection with the GP Merger, GP Sub was admitted as the sole general partner of JPE and JPE GP simultaneously ceased to be the general partner of JPE.

Under the Merger Agreement, at the effective time of the Merger (the “ Effective Time ”), (i) each common unit of JPE (each, a “ JPE Common Unit ”) and each subordinated unit of JPE (each, a “ JPE Subordinated Unit ”) issued and outstanding, or deemed issued and outstanding as of immediately prior to the Effective Time (other than JPE Common Units and JPE Subordinated Units held by Magnolia Infrastructure Holdings, LLC, a Delaware limited liability company and successor by merger to AL Lonestar, LLC (together with its affiliates, the “ Affiliated Holders ”), and GP Sub), was converted into the right to receive 0.5775 of a common unit representing limited partner interests in AMID (each, an “ AMID Common Unit ”) and (ii) each JPE Common Unit and each JPE Subordinated Unit issued and outstanding, or deemed issued and outstanding as of immediately prior to the Effective Time held by the Affiliated Holders, was converted into the right to receive 0.5225 of an AMID Common Unit, with such rights, preferences and obligations as set forth in the Fifth Amended and Restated Agreement of Limited Partnership Amendment of AMID, as amended (the “ Partnership Agreement ”). Based on the JPE Common Units and Subordinated Units outstanding immediately prior to the Effective Time, AMID issued approximately 20.2 million AMID Common Units to JPE’s unitholders.

The foregoing description of the Merger Agreement and the Merger does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is attached as Exhibit 2.1 to the Current Report on Form 8-K filed by AMID on October 24, 2016 and incorporated herein by reference.

On March 8, 2017, AMID and JPE issued a joint press release announcing the completion of the Merger. A copy of the press release is attached as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 3.03. Material Modifications to Rights of Security Holders

The information set forth in Item 5.03 below is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

At the Effective Time of the Merger, AMID executed Amendment No. 3 to the Partnership Agreement (the “ Partnership Agreement Amendment ”) which amends the distribution payment terms of the Partnership’s outstanding Series A PIK Preferred Units to provide for the payment of series A payment-in-kind (“ PIK ”) preferred units for the quarter (the “ series A preferred quarterly distribution ”) in which the Merger is consummated (which is the quarter ended March 31, 2017) and thereafter equal to the quotient of (i) the greater of (a) $0.4125 and (b) the “series A distribution amount”, as such term is defined in the Partnership Agreement, divided by (ii) the series A adjusted issue price, as such term is defined in the Partnership Agreement. However, in AMID GP’s discretion, which determination shall be made prior to the record date for the relevant quarter, the series A preferred quarterly distribution may be paid as (x) an amount in cash up to the greater of (1) $0.4125 and (2) the series A distribution amount, and (y) a number of series A PIK preferred units equal to the quotient of (a) the remainder of (i) the greater of (I) $0.4125 and (II) the series A distribution amount less (ii) the amount of cash paid pursuant to clause (x), divided by (b) the series A adjusted issue price. The Partnership Agreement Amendment was approved by the written consent of the Record Holders of all of the Outstanding Series A PIK Preferred Units.

The foregoing description of the Partnership Agreement Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Partnership Agreement Amendment, which is attached hereto as Exhibit 3.1, and is incorporated herein by reference.

Item 8.01. Other Events

In connection with the consummation of the Merger, the New York Stock Exchange (the “ NYSE ”) was notified that each outstanding JPE Common Unit, other than those held by GP Sub, was converted into the right to receive the merger consideration described above, subject to the terms and conditions of the Merger Agreement. JPE requested that the NYSE file a notification of removal from listing on Form 25 with the Securities and Exchange Commission (the “ SEC ”) with respect to delisting the JPE Common Units.

Item 9.01. Financial Statements, Pro Forma Financial Information and Exhibits

a) Financial Statements of the Businesses Acquired.

The financial statements required to be filed under Item 9.01 of this Current Report on Form 8-K will be included in an amendment to this Current Report of AMID on Form 8-K filed within the requisite period of time for such amendment to be provided.

b) Pro Forma Financial Information.

The pro forma financial information required to be filed under Item 9.01 of this Current Report on Form 8-K will be included in an amendment to this Current Report of AMID on Form 8-K filed within the requisite period of time for such amendment to be provided.

d) Exhibits.

 

Number

  

Description

  2.1    Agreement and Plan of Merger, dated as of October 23, 2016, by and among AMID, AMID GP, JPE, JPE GP, AMID Merger Sub, and GP Sub) (incorporated by reference to Exhibit 2.1 to AMID’s Current Report on Form 8-K filed on October 24, 2016).
  3.1    Amendment No. 3 to the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, dated March 8, 2017.
99.1    Press Release of AMID and JPE, dated March 8, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

AMERICAN MIDSTREAM PARTNERS, LP

By : AMERICAN MIDSTREAM GP, LLC

its General Partner

By:   /s/ Eric T. Kalamaras
Name:   Eric T. Kalamaras
Title:   Senior Vice President and Chief Financial Officer

Date: March 8, 2017

EXHIBIT INDEX

 

Number

  

Description

  2.1    Agreement and Plan of Merger, dated as of October 23, 2016, by and among AMID, AMID GP, JPE, JPE GP, AMID Merger Sub, and GP Sub) (incorporated by reference to Exhibit 2.1 to AMID’s Current Report on Form 8-K filed on October 24, 2016).
  3.1    Amendment No. 3 to the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, dated March 8, 2017.
99.1    Press Release of AMID and JPE, dated March 8, 2017.

Exhibit 3.1

AMENDMENT NO. 3 TO

FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED

PARTNERSHIP OF

AMERICAN MIDSTREAM PARTNERS, LP

This Amendment No. 3 (this “ Amendment ”) to the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (the “ Partnership ”), dated as of April 25, 2016, as amended by Amendment No. 1 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 1, 2016, as amended by Amendment No. 2 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 31, 2016 (as so amended, the “ Partnership Agreement ”), is hereby adopted effective as of March 8, 2017 by American Midstream GP, LLC, a Delaware limited liability company (the “ General Partner ”), as general partner of the Partnership, pursuant to the authority granted to it in Section 5.6 , Section 5.12(b)(v) , and Section 13.1 of the Partnership Agreement. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

WHEREAS , Section 13.1(g) of the Partnership Agreement provides, in part, that, except as set forth in Sections 5.12(b)(v) of the Partnership Agreement, the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement to reflect a change that the General Partner determines is necessary or appropriate in connection with the creation, authorization or issuance of any class or series of Partnership Interests; and

WHEREAS , Section 5.12(b)(v)(B) of the Partnership Agreement provides that the affirmative vote of the Record Holders of a majority of the Outstanding Series A Preferred Units, voting separately as a class based upon one vote per Series A Preferred Unit, shall be necessary on any matter that adversely affects any of the rights, preferences and privileges of the Series A Preferred Units or amends or modifies any of the terms of the Series A Preferred Units; and

WHEREAS , the amendment of the terms of the Series A Preferred Units to be effected by this Amendment have been approved by the written consent of the Record Holders of all of the Outstanding Series A Preferred Units; and

WHEREAS , the Board of Directors of the General Partner has determined that the standards specified in Section 13.1(g) and Section 5.12(b)(v)(B) are satisfied with respect to the amendments to be made by this Amendment; and

WHEREAS , the General Partner deems it in the best interest of the Partnership to effect this Amendment in order to (i) amend the terms and provisions of the Series A Preferred Units as set forth herein, and (ii) provide for such other matters as are provided herein.

NOW THEREFORE , the General Partner does hereby amend the Partnership Agreement as follows:

 

A. Amendment . The Partnership Agreement is hereby amended as follows:

 

  a. Section 1.1 is hereby amended to add or restate, as applicable, the following definitions in the appropriate alphabetical order:

“ Merger ” means the merger of JP Energy Partners LP, a Delaware limited partnership (“ JPE ”), with and into Argo Merger Sub, LLC, a Delaware limited liability company and a wholly-owned subsidiary of the Partnership (“ Merger Sub ”), with JPE surviving such merger as a wholly-owned subsidiary of the Partnership, pursuant to the terms of that certain Merger Agreement, dated as of October 23, 2016, by and among the Partnership, the General Partner, JPE, JP Energy GP II LLC, Merger Sub and Argo Merger GP Sub, LLC.

“ Series A Third PIK Payment Amount ” means a number of Series A PIK Preferred Units equal to the quotient of (i) the greater of (x) $0.4125 and (y) the Series A Distribution Amount, divided by (ii) the Series A Adjusted Issued Price.

 

  b. Section 5.12(b)(ii)(A) is hereby amended to amend and restate in its entirety the fourth sentence thereof as follows:

For the Quarter ending June 30, 2014, and for each Quarter thereafter through and including the Quarter ending immediately prior to the Quarter in which the Merger is consummated, the Series A Quarterly Distribution on each Outstanding Series A Preferred Unit shall be paid in a number of Series A PIK Preferred Units equal to the Series A Second PIK Payment Amount; provided that, in the discretion of the General Partner, which determination shall be made prior to the Record Date for the relevant quarter, the Series A Quarterly Distribution may be paid as (x) an amount in cash up to the greater of (a) $0.50 and (b) the Series A Distribution Amount, and (y) a number of Series A PIK Preferred Units equal to (a) the remainder of (i) the greater of (I) $0.50 and (II) the Series A Distribution Amount less (ii) the amount of cash paid pursuant to clause (x), divided by (b) the Series A Adjusted Issue Price. For the Quarter in which the Merger is consummated and each Quarter thereafter, the Series A Quarterly Distribution on each Outstanding Series A Preferred Unit shall be paid in a number of Series A PIK Preferred Units equal to the Series A Third PIK Payment Amount; provided that, in the discretion of the General Partner, which determination shall be made prior to the Record Date for the relevant Quarter, the Series A Quarterly Distribution may be paid as (x) an amount in cash up to the greater of (a) $0.4125 and (b) the Series A Distribution Amount, and (y) a number of Series A PIK Preferred Units equal to the quotient of (a) the remainder of (i) the greater of (I) $0.4125 and (II) the Series A Distribution Amount less (ii) the amount of cash paid pursuant to clause (x) , divided by (b) the Series A Adjusted Issue Price.

 

B. Agreement in Effect . Except as hereby amended, the Partnership Agreement shall remain unchanged and unmodified and in full force and effect.

 

C. Applicable Law . This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of laws that would apply the laws of any other state.

 

D. Severability . Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

 

E. Counterparts . This Amendment may be executed in any number of counterparts, each of which shall be any original, but such counterparts shall together constitute but one and the same instrument.

[THE REMAINDER OF THIS PAGE INTENTIONALLY BLANK]

IN WITNESS WHEREOF, the undersigned have executed this Amendment effective as of March 8, 2017.

 

American Midstream Partners, LP
By:   American Midstream GP, LLC,
  its General Partner
By:   /s/ Eric T. Kalamaras
Name:   Eric T. Kalamaras
Title:   Senior Vice President and Chief Financial Officer

The undersigned hereby consents to the adoption of Amendment No. 3 to Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP effective as of March 8, 2017.

RECORD HOLDERS OF ALL OF THE SERIES A PREFERRED UNITS:

 

MAGNOLIA INFRASTRUCTURE PARTNERS, LLC
By:   /s/ Daniel R. Revers
Name:   Daniel R. Revers
Title:   President
HIGHPOINT INFRASTRUCTURE PARTNERS, LLC
By:  

/s/ Daniel R. Revers

Name:   Daniel R. Revers
Title:   President

Exhibit 99.1

 

LOGO

American Midstream Partners Announces Successful Completion

of Merger with JP Energy Partners

HOUSTON – March 8, 2017 – American Midstream Partners, LP (AMID) (“American Midstream” or “Partnership”) and JP Energy Partners LP (JPEP) (“JP Energy”) today announced the successful completion of the previously announced merger.

At a special meeting of JP Energy unitholders held on March 7, 2017, a majority of the JP Energy unitholders other than certain affiliates voted in favor of the agreement governing the merger.

American Midstream is now a larger, more diversified midstream business operating in leading North American basins, including the Permian, Gulf of Mexico, Eagle Ford, East Texas and Bakken. The merged Partnership and its unitholders will benefit from significantly improved scale and financial flexibility to invest in growth projects, third-party acquisitions and potential drop downs from affiliates of ArcLight Capital Partners, LLC (“ArcLight”), while establishing a path to future distribution growth.

“Through this merger, American Midstream will emerge as a stronger company with higher growth, new business opportunities and a stronger financial position,” said Lynn L. Bourdon, President and Chief Executive Officer of American Midstream. “This merger allows us to expand our service offerings from the well-head to the end user market. The combined company will have an enhanced growth strategy by offering customers a more comprehensive and competitive suite of services that enables us to capture incremental fee opportunities that strengthen margins and maximize returns to our unitholders.”

Immediately prior to the completion of the merger, the general partner of JP Energy merged with the general partner of American Midstream with the general partner of American Midstream continuing in its current form.

Upon market open, JP Energy will cease to be a publicly-traded partnership and its common units will now trade on the New York Stock Exchange under the ticker AMID.

Each JP Energy common unit and each JP Energy subordinated unit not held by Magnolia Infrastructure Holdings, LLC (together with its affiliates, the “Affiliated Holders”), were converted into 0.5775 American Midstream common units, and each JP Energy common unit and each JP Energy subordinated unit held by the Affiliated Holders were converted into 0.5225 American Midstream common units. Based on the JP Energy units outstanding, American Midstream issued approximately 20.2 million of its common units to existing JP Energy unitholders.

The combined company will be headquartered in Houston, TX and managed by the existing American Midstream general partner, Board of Directors and executive leadership. Lynn L. Bourdon will serve as Chairman, President and Chief Executive Officer and Eric T. Kalamaras will serve as the Chief Financial Officer of the Partnership.

About American Midstream Partners, LP

American Midstream Partners, LP is a growth-oriented limited partnership formed to provide critical midstream infrastructure that links producers of natural gas, crude oil, NGLs, condensate and specialty chemicals to end-use markets. AMID’s assets are strategically located in some of the most prolific onshore

and offshore basins in the Permian, Eagle Ford, East Texas, Bakken and Gulf Coast. AMID owns or has an ownership interest in approximately 4,000 miles of interstate and intrastate pipelines, as well as ownership in gas processing plants, fractionation facilities, an offshore semisubmersible floating production system with nameplate processing capacity of 80 MBbl/d of crude oil and 400 MMcf/d of natural gas; and terminal sites with approximately 6.7 MMBbls of storage capacity.

For more information about American Midstream Partners, LP, visit www.americanmidstream.com.

About ArcLight Capital Partners

ArcLight is one of the leading private equity firms focused on energy infrastructure investments. Founded in 2001, ArcLight helped pioneer an asset-based private equity approach to investing in the dynamic energy sector. ArcLight has invested approximately $17 billion in 101 transactions since inception. Based in Boston, ArcLight’s investment team employs a hands-on value creation strategy that utilizes in-house technical, operational and commercial specialists as well as a 400-person asset management affiliate.

More information about ArcLight, and a complete list of ArcLight’s portfolio companies, can be found at www.arclightcapital.com.

Forward Looking Statements

This press release includes forward-looking statements. These statements relate to, among other things, projections of operational volumetrics and improvements, growth projects, cash flows and capital expenditures. We have used the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will,” “potential,” and similar terms and phrases to identify forward-looking statements in this press release. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect.

Actual results and trends in the future may differ materially from those suggested or implied by the forward-looking statements depending on a variety of factors, which are described in greater detail in our filings with the SEC. Please see “Risk Factors” and other disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2015 filed on March 7, 2016, our Form 10-Q for the quarter ended September 30, 2016, filed on November 08, 2016, and our other filings with the SEC. All future written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the previous statements. The forward-looking statements herein speak as of the date of this press release. We undertake no obligation to update any information contained herein or to publicly release the results of any revisions to any forward-looking statements that may be made to reflect events or circumstances that occur, or that we become aware of, after the date of this press release.