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 25, 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 Blvd., Bldg. 4, Suite 800 Houston, TX |
77042 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (713) 815-3900
Not applicable
(Former name or former 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-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On May 25, 2017, American Midstream Partners, LP (“ AMID ”) entered into Amendment No. 4 (the “ LPA Amendment ”) to its Fifth Amended and Restated Agreement of Limited Partnership (the “ Partnership Agreement ”), effective as of May 25, 2017. The LPA Amendment amends the definition of “Interim Capital Transactions” in the Partnership Agreement to exclude from such definition the distribution support and reimbursement payments that may be provided by ArcLight Capital Partners, LLC (“ ArcLight ”) in connection with the Partnership’s acquisition of JP Energy Partners LP, including pursuant to the previously disclosed Distribution Support and Expense Reimbursement Agreement, dated October 23, 2016 (the “ Support Agreement ”), between AMID and an affiliate of ArcLight, which was entered into in connection with the acquisition by AMID of JP Energy Partners LP. The foregoing description of the LPA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the LPA Amendment, which is attached hereto as Exhibit 3.1, and is incorporated herein by reference. Any capitalized terms not defined herein are defined in the Partnership Agreement.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits .
See “Exhibit Index” attached to this Current Report on Form 8-K, which is incorporated by reference herein.
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 | ||||||
| Date: | ||||||
| May 31, 2017 | By: | /s/ Eric T. Kalamaras | ||||
| Name: | Eric T. Kalamaras | |||||
| Title: | Senior Vice President & Chief Financial Officer | |||||
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Exhibit Index
|
Exhibit Number |
Description |
|
| 3.1 | Amendment No. 4 to the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, dated May 25, 2017. | |
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Exhibit 3.1
AMENDMENT NO. 4 TO
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF
AMERICAN MIDSTREAM PARTNERS, LP
This Amendment No. 4 (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 amended by Amendment No. 3 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 8, 2016 (as so amended, the “ Partnership Agreement ”), is hereby adopted effective as of May 25, 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 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(d) of the Partnership Agreement provides, in part, that 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 does not adversely affect in any material respect the Limited Partners considered as a whole or any particular class of Partnership Interests as compared to other classes of Partnership Interests; and
WHEREAS , the Board of Directors of the General Partner has determined that the standards specified in Section 13.1(d) are satisfied with respect to the amendments to the Partnership Agreement 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 definition of “Interim Capital Transactions” in the Partnership Agreement 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 amend and restate the following definition in its entirety: |
“ Interim Capital Transactions ” means the following transactions if they occur prior to the Liquidation Date: (a) borrowings, refinancings or refundings of indebtedness (other than Working Capital Borrowings and other than for items purchased on open account or for a deferred purchase price in the ordinary course of business) by any Group Member and sales of debt securities of any Group Member; (b) sales of equity interests of any Group Member; (c) sales or other voluntary or involuntary dispositions of any assets of any Group Member other than (i) sales or other dispositions of inventory, accounts receivable and other assets in the ordinary course of business, and (ii) sales or other dispositions of assets as part of normal asset retirements or replacements; (d) the termination of Commodity Hedge Contracts or Interest Rate Hedge Contracts prior to the respective specified termination dates; (e) capital contributions received by a Group Member or, in the case of capital contributions received by a Person that is not a Subsidiary of the Partnership, capital contributions received from the owner(s) or members of such Person that is not a Group Member (other than capital contributions received by a Group Member pursuant to the Distribution Support and Expense Reimbursement Agreement by and among the Partnership, the General Partner and Magnolia Infrastructure Holdings, LLC dated as of October 23, 2016 or in connection with the reimbursement of expenses or integration costs relating to the Partnership’s acquisition of JPE); or (f) corporate reorganizations or restructurings.
| 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. |
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IN WITNESS WHEREOF, the undersigned have executed this Amendment effective as of May 25, 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 | |
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