American Midstream Partners, LP (NYSE:AMID) Files An 8-K Completion of Acquisition or Disposition of Assets
Item2.01. Completion of Acquisition or Disposition of Assets
On March8, 2017, American Midstream Partners, LP (AMID)
completed its acquisition of JP Energy Partners LP (JPE)
to that certain Agreement and Plan of Merger, dated as of
October23, 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 to the terms of that
certain Agreement and Plan of Merger, dated as of October23,
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 JPEs 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 March8, 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.
Item3.03. Material Modifications to Rights of Security
Holders
The information set forth in Item5.03 below is incorporated
herein by reference.
Item5.03. 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
Partnerships outstanding SeriesA 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 March31, 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 GPs 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 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 SeriesA 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.
Item8.01. 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.
Item9.01. 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 AMIDs 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. |
About American Midstream Partners, LP (NYSE:AMID)
American Midstream Partners, LP owns, operates, develops and acquires a portfolio of midstream energy assets. The Company is engaged in the business of gathering, treating, processing and transporting natural gas; gathering, transporting, storing, treating and fractionating natural gas liquids (NGLs); gathering, storing and transporting crude oil and condensates, and storing specialty chemical products. It operates through three segments: Gathering and Processing, Transmission and Terminals. The Gathering and Processing Segment consists of midstream natural gas systems that provide services, such as gathering, compression, treating, processing, fractionating, transportation, and sale of natural gas, NGLs and condensate. Its Transmission Segment consists of interstate and intrastate pipelines that transport natural gas from interconnection points on other pipelines or production points to customers. Its Terminals segment provides above-ground storage services at its marine terminals. American Midstream Partners, LP (NYSE:AMID) Recent Trading Information
American Midstream Partners, LP (NYSE:AMID) closed its last trading session down -0.50 at 15.95 with 199,949 shares trading hands.