AMERICAN MIDSTREAM PARTNERS, LP (NYSE:AMID) Files An 8-K Other EventsItem 9.01 Other Events.
On March 8, 2017, American Midstream Partners, LP (the “Partnership’’) 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 the Partnership, American Midstream GP, LLC, a Delaware limited liability company and the general partner of the Partnership, JPE, JPE Energy GP II LLC, a Delaware limited liability company and the general partner of JPE, Argo Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Partnership (“AMID Merger Sub”), and Argo Merger GP Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of the Partnership. Under the terms of the Merger Agreement, among other things, AMID Merger Sub merged into and with JPE (the “JPE Merger”), with JPE surviving the JPE Merger as a wholly owned subsidiary of the Partnership. The JPE Merger was a transaction between entities under common control. As a result, the Partnership has recast its financial statements to retrospectively reflect the JPE Merger.
The Partnership’s Form 10-K for the year ended December 31, 2016 (the “2016 Form 10-K”) as filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 28, 2017 is hereby recast by this Current Report on Form 8-K as follows:
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Selected Financial Data included herein on Exhibit 99.1 supersedes Part II, Item 6 of the 2016 Form 10-K; |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations included herein as Exhibit 99.2 supersedes Part II, Item 7 of the 2016 Form 10-K; and |
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Financial Statements and Supplementary Data included herein as Exhibit 99.3 supersedes Part II, Item 8 of the 2016 Form 10-K. |
There have been no revisions or updates to any other sections of the 2016 Form 10-K other than the revisions noted above. This Current Report on Form 8-K should be read in conjunction with the 2016 Form 10-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
CAUTIONARY STATEMENTS
Disclosures in this Form 8-K and the exhibits filed herewith contain certain “forward-looking statements” within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended. You can typically identify forward-looking statements by the use of words, such as "may," "could," "project," "believe," "anticipate," "expect," "estimate," "potential," "plan," "forecast" and other similar words.
All statements that are not statements of historical facts, including statements regarding our future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements.
These forward-looking statements reflect our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors, many of which are outside our control. Important factors that could cause actual results to differ materially from the expectations expressed or implied in the forward-looking statements include known and unknown risks. These risks and uncertainties, many of which are beyond our control, include, but are not limited to, the risks set forth in "Item1A. Risk Factors" in the 2016 Form 10-K as well as the following risks and uncertainties:
•security threats such as military campaigns, terrorist attacks, and cybersecurity breaches, against, or otherwise impacting, our facilities and systems; and
•the amount of collateral required to be posted from time to time in our transactions.
Although we believe that the assumptions underlying our forward-looking statements are reasonable, any of the assumptions could be inaccurate, and, therefore, we cannot assure you that the forward-looking statements included in this Current Report on Form 8-K and the exhibits filed herewith will prove to be accurate. Some of these and other risks and uncertainties that could cause actual results to differ materially from such forward-looking statements are more fully described in "Item1A. Risk Factors" in the 2016 Form 10-K. Statements in this Current Report on Form 8-K speak as of the date of this report. Except as may be required by applicable securities laws, we undertake no obligation to publicly update or advise investors of any change in any forward-looking statement, whether as a result of new information, future events or otherwise.
American Midstream Partners, LP ExhibitEX-23.1 2 exhibit231consent.htm EXHIBIT 23.1 Exhibit EXHIBIT 23.1CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMWe hereby consent to the incorporation by reference in the Registration Statements on Form S‑3 (Nos. 333-198888,…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.