AMERICAN MIDSTREAM PARTNERS, LP (NYSE:AMID) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On July21, 2017, AMID Merger LP (“AMID Merger Sub”), a wholly-owned subsidiary of American Midstream Partners, LP (“AMID”), entered into a Membership Interest Purchase Agreement (the “Purchase Agreement”) with SHV Energy N.V. (“SHV Energy”). Upon the terms and subject to the conditions set forth in the Purchase Agreement, AMID Merger Sub has agreed to sell to SHV Energy 50% of the membership interests in Pinnacle Propane, LLC (“Pinnacle”), for an aggregate purchase price of $170 million, plus balance sheet cash at closing, less the repayment of all indebtedness and transaction costs, and subject to working capital adjustments (the “Transaction”).
The closing of the Transaction is subject to satisfaction or waiver of certain conditions, including: (i)subject to specified materiality standards, the accuracy of the representations and warranties of each party; (ii)compliance by each party in all material respects with its covenants; (iii)expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “HSR Act”); (iv)there being no law or injunction prohibiting the consummation of the Transaction; and (v)the receipt of consent of third parties under specified contracts or the entry into substitute contractual arrangements with respect to such contracts.
AMID Merger Sub and SHV Energy have made customary representations and warranties in the Purchase Agreement. The Purchase Agreement also contains customary covenants and agreements, including covenants and agreements relating to: (i)the conduct of businesses during the interim period between the execution of the Purchase Agreement and consummation of the Transaction; and (ii)the efforts of the parties to cause the Transaction to be completed, including actions which may be necessary to cause the expiration or termination of the waiting period under the HSR Act. The representations and warranties contained in the Purchase Agreement will not survive the consummation of the Transaction. AMID Merger Sub has agreed to indemnify SHV Energy for certain liabilities, including certain pre-closing tax matters, specified litigation matters and certain employment-related liabilities.
The Purchase Agreement contains certain termination rights for both AMID Merger Sub and SHV Energy including, but not limited to, the right to terminate the Purchase Agreement in the event that (i)the Transaction has not been consummated on or before October21, 2017 or (ii)under certain conditions, if there has been a breach of certain representations and warranties or a failure to perform any covenant by the other party.
The foregoing description of the Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to the Purchase Agreement, whichwill be filedwith AMID’s Quarterly Report on Form10-Qfor the quarter ending September30, 2017.
The foregoing summary of the Purchase Agreement has been included, and the Purchase Agreement will be filed, to provide investors and security holders with information regarding the terms of the Purchase Agreement and is qualified in its entirety by the terms and conditions of the Purchase Agreement.It is not intended to provide any other factual information about AMID, AMID Merger Sub, SHV Energy or their respective subsidiaries and affiliates.The Purchase Agreement contains representations and warranties by each of the applicable parties to the Purchase Agreement, which were made only for purposes of the Purchase Agreement and as of specified dates.The representations, warranties and covenants in the Purchase Agreement were made solely for the benefit of the parties to the Purchase Agreement; may be subject to limitations agreed upon by the contracting parties, including being qualified by confidential disclosure schedules; may be made for the purposes of allocating contractual risk between the parties to the Purchase Agreement instead of establishing these matters as facts; and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to investors.Investors should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of AMID, AMID Merger Sub, SHV Energy or any of their respective subsidiaries or affiliates.Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Purchase Agreement, which subsequent information may or may not be fully reflected in AMID’s public disclosures.
Item 1.01 Regulation FD Disclosure.
On July24, 2017, AMID issued a press release announcing the entry into the Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information provided in this Item 1.01 (including the exhibits referenced therein) shall be deemed “furnished” and shall not be deemed “filed” for the purposes of Section18 of the Exchange Act, nor shall it be incorporated by reference in any filing made by AMID to the Securities Act of 1933, except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
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Item 1.01 Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit Number |
Description |
| 99.1 | Press Release, dated July 24, 2017 |
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American Midstream Partners, LP ExhibitEX-99.1 2 d415464dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 American Midstream Enters Definitive Agreement to Sell Propane Business for $170 Million; Commences Capital Redeployment Strategy Sale provides significant capital to be redeployed in core operating areas of the deep-water Gulf of Mexico,…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.