AMERICAN MIDSTREAM PARTNERS, LP (NYSE:AMID) Files An 8-K Entry into a Material Definitive AgreementItem 1.01
On July14, 2017, American Midstream Partners, LP (“AMID”) entered into Amendment No.1 (the “Purchase Agreement Amendment”) to that certain Securities Purchase Agreement, dated as of October31, 2016, by and between AMID and Magnolia Infrastructure Holdings, LLC (the “Purchase Agreement”), effective as of June30, 2017. The Purchase Agreement provides that if any Series D Convertible Preferred Units representing limited partnership interests in AMID (“Series D Units”) are outstanding on a specified date (the “Determination Date”), then AMID shall be required to issue a Warrant to Magnolia Infrastructure Holdings, LLC. The Purchase Agreement Amendment extends the Determination Date from June30, 2017 to August31, 2017. The foregoing description of the Purchase Agreement Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the Purchase Agreement Amendment, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference. Any capitalized terms not defined herein are defined in the Purchase Agreement.
| Item 1.01 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On July14, 2017, AMID entered into Amendment No.5 (the “LPA Amendment”) to its Fifth Amended and Restated Agreement of Limited Partnership (as amended, the “Partnership Agreement”), effective as of June30, 2017. The LPA Amendment amends certain definitions to reflect the extension of the Determination Date described in Item 1.01 of this Current Report. The foregoing description of the LPA Amendment contained herein 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.
| Item 1.01 | Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit Number |
Description |
| 3.1 | Amendment No. 5 to the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, dated July 14, 2017 and effective as of June30, 2017. |
| 10.1 | Amendment No. 1 to the Securities Purchase Agreement, dated as of October31, 2016, by and between American Midstream Partners, LP and Magnolia Infrastructure Holdings, LLC, dated July 14, 2017 and effective as of June30, 2017. |
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American Midstream Partners, LP ExhibitEX-3.1 2 d424980dex31.htm EX-3.1 EX-3.1 Exhibit 3.1 Execution Version AMENDMENT NO. 5 TO FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AMERICAN MIDSTREAM PARTNERS,…To view the full exhibit click here
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.