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): September 18, 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 No.)

 

(IRS Employer

Identification No.)

2103 CityWest Blvd., Bldg. 4, Suite 800

Houston, Texas

  77042
(Address of principal executive offices)   (Zip Code)

(346) 241-3400

(Registrant’s telephone number, including area code)

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:

 

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 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 1.01 Entry into a Material Definitive Agreement.

Supplemental Indenture

In connection with the previously announced sale of 100% of the membership interests in Pinnacle Propane, LLC (“ Pinnacle Propane ”), on September 18, 2017, American Midstream Partners, LP, American Midstream Finance Corporation, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee, entered into a supplemental indenture (the “ Second Supplemental Indenture ”) to the base indenture, dated as of December 28, 2016, as amended and supplemented to date (the “ Indenture ”). Pursuant to the Second Supplemental Indenture, each of Pinnacle Propane, Pinnacle Propane Express, LLC and Alliant Gas, LLC was released as a party to and as a Guarantor under the Indenture.

The foregoing description of the Second Supplemental Indenture is not complete and is qualified in its entirety by reference to the full and complete terms of the Second Supplemental Indenture, which is attached to this Current Report on Form 8-K as Exhibit 4.1.

 

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit
Number

  

Description

4.1    Second Supplemental Indenture, dated as of September  18, 2017, by and among American Midstream Partners, LP, American Midstream Finance Corporation, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee.

 

2


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 Kalamaras

    Name:   Eric Kalamaras
    Title:   Senior Vice President and Chief Financial Officer

September 19, 2017

Exhibit 4.1

 

 

AMERICAN MIDSTREAM PARTNERS, LP

AMERICAN MIDSTREAM FINANCE CORPORATION

and

the Guarantors named herein

 

 

8.500% SENIOR NOTES DUE 2021

 

 

 

 

SECOND SUPPLEMENTAL INDENTURE

DATED AS OF SEPTEMBER 18, 2017

 

 

WELLS FARGO BANK, NATIONAL ASSOCIATION,

Trustee

 

 

 

 

 


This SECOND SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of September 18, 2017, is among American Midstream Partners, LP, a Delaware limited partnership (the “Company”), American Midstream Finance Corporation, a Delaware corporation (“Finance Corp.” and, together with the Company, the “Issuers”), each of the parties identified under the caption “Guarantors” on the signature page hereto (the “Guarantors”) and Wells Fargo Bank, National Association, a national banking association, as Trustee. Capitalized terms used herein without definition shall have the meanings assigned to them in the Indenture (as defined below).

RECITALS

WHEREAS, the Issuers, the initial Guarantors and the Trustee entered into an Indenture, dated as of December 28, 2016 (as amended, restated, supplemented, waived or otherwise modified from time to time, the “Indenture”), pursuant to which the Company has issued $300,000,000 in the aggregate principal amount of 8.500% Senior Notes due 2021 (the “Notes”);

WHEREAS, Section 10.03 of the Indenture permits the release of the Subsidiary Guarantee of a Guarantor in connection with any sale or other disposition of Capital Stock of such Guarantor to a Person that is not (either before or after giving effect to such transaction) a Restricted Subsidiary of the Company, if the sale or other disposition does not violate Section 4.10 of the Indenture and the Guarantor ceases to be a Restricted Subsidiary of the Company as a result of the sale or other disposition;

WHEREAS, the Company has sold the Capital Stock of Pinnacle Propane, LLC, a Texas limited liability company (“Pinnacle Propane”), Pinnacle Propane Express, LLC, a Delaware limited liability company (“PPE”), and Alliant Gas, LLC, a Texas limited liability company (together with Pinnacle Propane and PPE, the “Released Guarantors”) effective September 1, 2017 (the “Effective Date”), after which the Released Guarantors ceased to be Restricted Subsidiaries of the Company, and such sale does not violate Section 4.10 of the Indenture;

WHEREAS, Section 9.01(g) of the Indenture provides that the Issuers, the existing Guarantors and the Trustee may amend or supplement the Indenture, without the consent of the Holders of the Notes, in order to evidence the release of the Released Guarantors as Guarantors and from their obligations under their Subsidiary Guarantees; and

WHEREAS, all acts and things prescribed by the Indenture, by law and by the Certificate of Incorporation and the Bylaws (or comparable constituent documents) of the Issuers, of the Guarantors and of the Trustee necessary to make this Supplemental Indenture a valid instrument legally binding on the Issuers, the Guarantors and the Trustee, in accordance with its terms, have been duly done and performed;

NOW, THEREFORE, to comply with the provisions of the Indenture and in consideration of the above premises, the Issuers, the Guarantors and the Trustee covenant and agree for the equal and proportionate benefit of the respective Holders of the Notes as follows:

ARTICLE 1

Section 1.01. This Supplemental Indenture is supplemental to the Indenture and does and shall be deemed to form a part of, and shall be construed in connection with and as part of, the Indenture for any and all purposes.

Section 1.02. This Supplemental Indenture shall become effective immediately upon its execution and delivery by each of the Issuers, the Guarantors and the Trustee.

ARTICLE 2

The parties agree and acknowledge that each of the Released Subsidiaries was released as a party to and as a Guarantor under the Indenture as of the Effective Date and that beginning on the Effective Date the Released Subsidiaries have no further obligations or liabilities under their Subsidiary Guarantees or the provisions of the Indenture.

 

1


ARTICLE 3

Section 3.01. Except as specifically modified herein, the Indenture and the Notes are in all respects ratified and confirmed  (mutatis mutandis)  and shall remain in full force and effect in accordance with their terms with all capitalized terms used herein without definition having the same respective meanings ascribed to them as in the Indenture.

Section 3.02. Except as otherwise expressly provided herein, no duties, responsibilities or liabilities are assumed, or shall be construed to be assumed, by the Trustee by reason of this Supplemental Indenture. This Supplemental Indenture is executed and accepted by the Trustee subject to all the terms and conditions set forth in the Indenture with the same force and effect as if those terms and conditions were repeated at length herein and made applicable to the Trustee with respect hereto.

Section 3.03. THIS SUPPLEMENTAL INDENTURE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

Section 3.04. The parties may sign any number of copies of this Supplemental Indenture. Each signed copy shall be an original, but all of such executed copies together shall represent the same agreement. Signatures of the parties hereto transmitted by facsimile or .pdf shall be deemed to be their original signatures for all purposes.

[NEXT PAGE IS SIGNATURE PAGE]


IN WITNESS WHEREOF, the parties hereto have caused this Supplemental Indenture to be duly executed, all as of the date first written above.

 

AMERICAN MIDSTREAM PARTNERS, LP
By:   American Midstream GP, LLC, its sole general partner
By:  

/s/ Eric T. Kalamaras

Name:   Eric T. Kalamaras
Title:   Senior Vice President and Chief Financial Officer
AMERICAN MIDSTREAM FINANCE CORPORATION
By:  

/s/ Eric T. Kalamaras

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

 

Guarantors:

 

American Midstream, LLC
American Midstream (Alabama Gathering), LLC
American Midstream (Alabama Intrastate), LLC
American Midstream (AlaTenn), LLC
American Midstream (Burns Point), LLC
American Midstream (Lavaca), LLC
American Midstream (Louisiana Intrastate), LLC
American Midstream (Mississippi), LLC
American Midstream (SIGCO Intrastate), LLC
American Midstream (Tennessee River), LLC
American Midstream AMPAN, LLC
American Midstream Bakken, LLC
American Midstream Chatom, LLC
American Midstream Chatom Unit 1, LLC
American Midstream Chatom Unit 2, LLC
American Midstream Costar, LLC
American Midstream Delta House, LLC
American Midstream East Texas Rail, LLC
American Midstream Emerald, LLC
American Midstream Gas Solutions, LP
  By:   American Midstream Gas Solutions GP, LLC, its general partner
American Midstream Gas Solutions GP, LLC
American Midstream Gas Solutions LP, LLC
American Midstream Madison, LLC
American Midstream Marketing, LLC
American Midstream Mesquite, LLC

 

Signature Page to Second Supplemental Indenture


American Midstream Midla Reconfiguration, LLC
American Midstream Offshore (Seacrest) LP
  By:   American Midstream, LLC, its general partner
American Midstream Onshore Pipelines, LLC
American Midstream Permian, LLC
American Midstream Piney Woods, LLC
American Midstream Republic, LLC
American Midstream Transtar Gas Processing, LLC
AMID Caddo LLC
AMID Crude Oil Services LLC
AMID Crude Oil Storage LLC
AMID Crude Trucking LLC
AMID Energy Products Supply LLC
AMID Liquids Trucking LLC
AMID Merger LP
  By:   American Midstream, LLC, its general partner
AMID NLR LLC
AMID Payment Services, LLC
AMID Refined Products LLC
AMID Silver Dollar Pipeline LLC
AMID St. Croix LLC
Argo Merger GP Sub, LLC
Centana Gathering, LLC
Centana Oil Gathering, LLC
D-Day Offshore Holdings, LLC
High Point Gas Gathering, L.L.C.
High Point Gas Gathering Holdings, LLC
High Point Gas Transmission, LLC
High Point Gas Transmission Holdings, LLC
By:  

/s/ Eric T. Kalamaras

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

American Midstream Blackwater, LLC

American Midstream Terminaling, LLC

Blackwater Georgia, L.L.C.

Blackwater Harvey, LLC

Blackwater Investments, Inc.

Blackwater Maryland, L.L.C.

Blackwater Midstream Corp.

Blackwater New Orleans, L.L.C.

By:  

/s/ Eric T. Kalamaras

Name:   Eric T. Kalamaras
Title:   Executive Vice President

 

Signature Page to Second Supplemental Indenture


WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

By:

 

/s/ Michael Tu

Name:

 

Michael Tu

Title:

 

Vice President

 

Signature Page to Second Supplemental Indenture