AMERICAN MIDSTREAM PARTNERS, LP (NYSE:AMID) Files An 8-K Other Events
Item8.01
| Other Events. |
Notes Offering
On December 7, 2016, American Midstream Partners, LP (the
Partnership) and American Midstream Finance Corporation, a
Delaware corporation and a wholly owned subsidiary of the
Partnership (American Midstream Finance),issued a press release
announcing that, subject to market and other conditions, the
Partnership and American Midstream Finance intend to offer for
sale $300 million in aggregate principal amount of senior
unsecured notes due 2021 in a private offering to eligible
purchasers that is exempt from registration under the Securities
Act of 1933.
A copy of such press release is attached as Exhibit 99.1 to this
Current Report on Form 8-K.
Pro Forma Financial Information
As previously announced, on October 23, 2016, the Partnership
agreed to acquire 50% of JP Energy Partners LP (JPE) in a
unit-for-unit merger with JPE surviving as a wholly owned
subsidiary of the Partnership.
The Partnership is filing its unaudited pro forma condensed
consolidated financial statements (the Pro Forma Financial
Information) to show the impact of the pending mergers on the
Partnerships condensed balance sheet as of September 30, 2016,
and on its condensed consolidated statement of operations for the
nine months ended September 30, 2016 and for the fiscal years
ended December 31, 2015, December 31, 2014 and December 31, 2013,
as set forth in Exhibit 99.2 to this report and presented in
accordance with Article 11 of Regulation S-X. The Pro Forma
Financial Information is derived from the historical consolidated
financial statements of the Partnership and JPE as well as the
entities underlying (i) the purchases by American Midstream
Emerald, LLC, a wholly owned indirect subsidiary of the
Partnership (Emerald), of membership interests in certain
midstream entities from Emerald Midstream, LLC (the Emerald
Acquisitions) and (ii) the purchase by the Partnership of a
26.33% interest in Pinto Offshore Holdings, LLC (the Delta House
Acquisition).
The unaudited pro forma condensed consolidated balance sheet
gives effect to (i) the merger of a wholly owned subsidiary of
the Partnership with and into JPE, with JPE surviving as a wholly
owned subsidiary of the Partnership (the JPE Merger), and (ii)the
merger of a wholly owned subsidiary of the Partnerships general
partner (the General Partner) with and into JPE Energy GP II LLC
(JPE GP), with JPE GP surviving as a wholly owned subsidiary of
the General Partner (together with the JPE Merger, the Mergers),
as if such Mergers had occurred on September 30, 2016. The
unaudited pro forma condensed consolidated statement of
operations gives effect to the Mergers as if they had occurred on
January 1, 2013, and as if the Emerald Acquisitions and Delta
House Acquisition had occurred on January 1, 2015.
Exhibit 99.2 is incorporated by reference into this Item 8.01.
Additional Information and Where to Find It
This communication does not constitute an offer to buy or sell or
the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval. This communication relates
to a proposed business combination between AMID and JPE. In
connection with the proposed transaction, AMID filed with the
Securities and Exchange Commission (the SEC) a registration
statement on Form S-4 containing a preliminary joint proxy
statement/prospectus ofAMID and JPE. The registration statement
has not yet become effective. After the registration statement is
declared effective by the SEC, AMID and JPE will each file with
the SEC a definitive proxy statement/prospectus, and each of AMID
and JPE will file other documents with respect to the proposed
transaction and a definitive proxy statement/prospectus will be
mailed to unitholders of JPE. SECURITY HOLDERS ARE URGED TO READ
THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS
THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY
WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. These documents (when
they become available), and any other documents filed by AMID or
JPE with the SEC, may be obtained free of charge at the SECs
website, at www.sec.gov. In addition, investors and security
holders will be able to obtain free copies of the registration
statement and the proxy statement/prospectus by phone, e-mail or
written request by contacting the investor relations department
of AMID or JPE at the following:
American Midstream Partners, LP
2103 City West Blvd. Bldg. 4, Suite 800
Houston, TX 77042
Attention: Investor Relations
Phone: 713-815-3900
JP Energy Partners LP
600 East Las Colinas Blvd
Suite 2000
Irving, TX 75039
Attention: Investor Relations
Phone: 972-444-0300
Participants in the Solicitation
AMID, JPE and their respective directors and executive officers
may be considered participants in the solicitation of proxies in
connection with the proposed JPE Merger. Information regarding
the directors and executive officers of AMID is contained in
AMIDs Form 10-K for the year ended December 31, 2015, which was
filed with the SEC on March 7, 2016. Information regarding the
directors and executive officers of JPE is contained in JPEs Form
10-K for the year ended December 31, 2015, which was filed with
the SEC on February 29, 2016. Additional information regarding
the interests of participants in the solicitation of proxies in
connection with the proposed LP Merger will be included in the
proxy statement/prospectus.
| Item9.01 | Financial Statements and Exhibits. |
(d)Exhibits.
|
EXHIBIT NUMBER |
DESCRIPTION |
|||
|
99.1 |
Press Release issued by American Midstream Partners, LP dated December 7, 2016. |
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|
99.2 |
Unaudited pro forma condensed consolidated financial statements. |
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 -0.25 at 16.55 with 356,400 shares trading hands.