AMERICAN MIDSTREAM PARTNERS, LP (NYSE:AMID) Files An 8-K Entry into a Material Definitive Agreement
Item1.01
| Entry into a Material Definitive Agreement. |
On December13, 2016, American Midstream Partners, LP (the
Partnership) and American Midstream Finance Corporation, a
Delaware corporation and wholly owned subsidiary of the
Partnership (together with the Partnership, the Issuers),
together with certain of the Issuers wholly owned subsidiaries,
as guarantors (the Guarantors), entered into a Purchase Agreement
(the Purchase Agreement) with Wells Fargo Securities, LLC and
Merrill Lynch, Pierce, Fenner Smith Incorporated, as
representatives of the several initial purchasers named therein
(collectively, the Initial Purchasers), to issue and sell $300
million in aggregate principal amount of the Issuers 8.500%
senior notes due 2021 for resale in the United States to persons
reasonably believed to be qualified institutional buyers under
Rule 144A under the Securities Act of 1933, as amended (the Act),
and outside the United States to non-U.S. persons in compliance
with Regulation S under the Act (the Offering).
The Purchase Agreement contains customary representations,
warranties and covenants by the Issuers and the Guarantors and
customary closing conditions. Under the terms of the Purchase
Agreement, the Issuers and the Guarantors have agreed to
indemnify the Initial Purchasers against certain liabilities.
The Initial Purchasers or their affiliates are lenders and/or
agents under the Partnerships revolving credit facility and the
revolving credit facility of JP Energy Partners LP (JPE). Upon
release of the net proceeds from the Offering from escrow upon
completion of the Partnerships previously announced merger with
JPE, the Partnership intends to use the net proceeds from the
Offering to repay and terminate JPEs revolving credit facility
and to repay a portion of the outstanding borrowings under its
revolving credit facility, and therefore, the Initial Purchasers
or their affiliates will receive a portion of such proceeds. Bank
of America, N.A., an affiliate of Merrill Lynch, Pierce, Fenner
Smith Incorporated, is the administrative agent under the
Partnerships revolving credit facility. Bank of America, N.A. is
also the administrative agent, co-lead arranger and lender under
JPEs revolving credit facility.
The description of the Purchase Agreement contained herein does
not purport to be complete and is qualified in its entirety by
reference to the full text of the Purchase Agreement. A copy of
the Purchase Agreement attached as Exhibit 10.1 to this Current
Report on Form 8-K and is incorporated herein by reference.
| Item8.01 | Other Events. |
On December13, 2016, the Issuers issued a press release
announcing the pricing of the Offering. The press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated by reference into this Item8.01.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
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EXHIBIT NUMBER |
DESCRIPTION |
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| 10.1 |
Purchase Agreement, dated as of December 13, 2016, by and among American Midstream Partners, LP and American Midstream Finance Corporation, as Issuers, Wells Fargo Securities, LLC and Merrill Lynch, Pierce, Fenner Smith Incorporated, as representatives of the several initial purchasers named therein, and the Guarantors named therein. |
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| 99.1 |
Press Release issued by American Midstream Partners, LP dated December 13, 2016. |
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 up +0.20 at 17.50 with 162,716 shares trading hands.
