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
(Registrants 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.
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 |
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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:
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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 |
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American Midstream Terminaling, LLC |
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Blackwater Georgia, L.L.C. |
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Blackwater Harvey, LLC |
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Blackwater Investments, Inc. |
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Blackwater Maryland, L.L.C. |
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Blackwater Midstream Corp. |
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Blackwater New Orleans, L.L.C. |
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By: |
/s/ Eric T. Kalamaras |
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Name: | Eric T. Kalamaras | |
Title: | Executive Vice President |
Signature Page to Second Supplemental Indenture
WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee |
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By: |
/s/ Michael Tu |
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Name: |
Michael Tu |
|
Title: |
Vice President |
Signature Page to Second Supplemental Indenture