Azure Midstream Partners, LP (NASDAQ:FISH) Files An 8-K Bankruptcy or Receivership
Item 1.03 Bankruptcy or Receivership.
As previously disclosed, on January30, 2017, Azure Midstream
Partners GP, LLC (the General Partner), the general partner of
Azure Midstream Partners, LP (the Partnership), the Partnership
and the Partnerships direct and indirect subsidiaries
(collectively with the General Partner and the Partnership, the
Debtors) filed voluntary petitions (the Bankruptcy Petitions, and
the cases commenced thereby, the Chapter 11 Cases) under chapter
11 of title 11 of the United States Code (the Bankruptcy Code) in
the United States Bankruptcy Court for the Southern District of
Texas, Houston Division (the Court). The Partnerships Chapter 11
Case is being administered under the caption In re Azure
Midstream Partners, LP, et al. (Case No.17-30461). The Debtors
have filed a motion with the Court seeking to administer all of
the Debtors Chapter 11 Cases jointly under the caption In re
Azure Midstream Partners, LP, et al.
As previously disclosed, on March15, 2017, the Partnership and
certain of its direct and indirect subsidiaries (Sellers) entered
into a purchase and sale agreement (PSA) with BTA Gathering LLC
(Buyer), to which Buyer agreed to purchase substantially all of
Sellers assets. On the same date, the Court accepted the fully
executed PSA and incorporated it into the Courts sale order also
dated March15, 2017.
On March20, 2017, the Debtors filed a Joint Plan of Liquidation
(as the same may be modified, the Plan). A copy of the Plan and a
Disclosure Statement describing the Plan, each as filed with the
Court, are attached hereto as Exhibit2.1 and 2.2 respectively and
are incorporated herein by reference.
On or before the Effective Date (as defined in the Plan) of the
Plan, the General Partner shall form a subsidiary limited
liability company to serve as the Azure Custodian (as defined in
the Plan). to the Plan, if confirmed by the Court, all of the
Existing Azure Interests (as defined in the Plan) shall be deemed
cancelled and the Azure Plan Interest (as defined in the Plan)
shall be issued to the Azure Custodian, which will hold such
share for the benefit of the holders of such former Existing
Azure Interests consistent with their relative priority and
economic entitlements.
THE PARTNERSHIP EXPECTS THAT,IF THE PLAN IS CONFIRMED BY THE
COURT, TO THE PLAN, ALL OF THE EXISTING AZURE INTERESTS (WHICH
INCLUDE THE COMMON UNITS, ANY SUBORDINATED UNITS,INCENTIVE
DISTRIBUTION RIGHT AND ANY OPTIONS, WARRANTS OR RIGHTS TO ACQUIRE
ANY SUCH INTERESTS OF THE PARTNERSHIP) WILL BE DEEMED CANCELLED
UPON THE EFFECTIVE DATE (AS DEFINED IN THE PLAN) AND THE HOLDERS
OF SUCH EXISTING AZURE INTERESTS OF THE PARTNERSHIP WILL NOT
RECEIVE ANY CONSIDERATION OR DISTRIBUTIONS. HOWEVER, NO
ASSURANCES CAN BE MADE THAT CONSIDERATION WILL NOT BE PAID OR
DISTRIBUTIONS NOT BE MADE IF CLAIMS BY OTHER CREDITORS ARE LESS
THAN CURRENTLY ANTICIPATED OR THE PROCEEDS RECEIVED TO THE PSA
PREVIOUSLY DISCLOSED ON FORM8-K FILED BY THE PARTNERSHIP ON
MARCH20, 2017 ARE GREATER THAN CURRENTLY EXPECTED.
The Partnership intends (as soon as the Partnership determines it
is permitted to do so) to file a Form15 with the Securities and
Exchange Commission to provide for the termination and suspension
of its reporting obligations under the Securities Exchange Act of
1934.
Item 3.03 Material Modification of
Rights of Security Holders.
The information set forth under Item 1.03 is hereby incorporated
by reference herein.
Cautionary Note Regarding Forward-Looking
Statements.
This Current Report on Form8-K includes forward-looking
statements. All statements, other than statements of historical
facts, included in this Current Report on Form8-K that address
activities, events or developments that the Partnership expects,
believes or anticipates will or may occur in the future are
forward-looking statements. Terminology such as will, would,
should, could, expect, anticipate, plan, project, intend,
estimate, believe, target, continue, potential, the negative of
such terms or other comparable terminology are intended to
identify forward-looking statements. These statements include,
but are not limited to, statements about financial restructuring
or strategic alternatives and the Partnerships expectations of
plans, goals, strategies (including measures to implement
strategies), objectives and anticipated results with respect
thereto. These statements are based on certain assumptions made
by the Partnership based on its experience and perception of
historical trends, current conditions, expected future
developments and other factors it believes are appropriate in the
circumstances, but such assumptions may prove to be inaccurate.
Such statements are also subject to a number of risks and
uncertainties, many of which are beyond the control of the
Partnership, which may cause the Partnerships actual results to
differ materially from those implied or expressed by the
forward-looking statements.
These include risks and uncertainties relating to, among other
things: the ability to confirm and consummate a plan of
reorganization; the bankruptcy process, including the effects
thereof on Partnerships business and on the interests of
various constituents, the length of time that the Partnership
may be required to operate in bankruptcy and the continued
availability of operating capital during the pendency of such
proceedings; third party motions in any bankruptcy case, which
may interfere with the ability to confirm and consummate a plan
of reorganization; the potential adverse effects of bankruptcy
proceedings on the Partnerships liquidity or results of
operations; increased costs to execute a sale of the
Partnerships assets; risks related to the Partnerships ability
to generate sufficient cash flow and to make payments on its
obligations and to execute a sale transaction; the Partnerships
ability to access funds on acceptable terms, if at all, because
of the terms and conditions governing the Partnerships
indebtedness or otherwise; the uncertainty of the impact that
any sale or financial restructuring implemented will have on
the market for the Partnerships publicly traded securities; tax
consequences of business transactions; and changes in commodity
prices. Please read the Partnerships filings with the SEC,
including Risk Factors in the Partnerships Annual Report on
Form10-K, and if applicable, the Partnerships Quarterly Reports
on Form10-Q and Current Reports on Form8-K, which are available
on the Partnerships Investor Relations website at
http://phx.corporate-ir.net/phoenix.zhtml?c=253822p=irol-sec.
or on the SECs website at http://www.sec.gov, for a discussion
of risks and uncertainties that could cause actual results to
differ from those in such forward-looking statements. You are
cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this Current
Report on Form8-K. All forward-looking statements in this
Current Report on Form8-K are qualified in their entirety by
these cautionary statements. Except as required by law, the
Partnership undertakes no obligation and does not intend to
update or revise any forward-looking statements, whether as a
result of new information, future results or otherwise.
Item 9.01 Financial Statements and
Exhibits
(d)Exhibits
|
ExhibitNo. |
|
ExhibitDescription |
|
2.1 |
Debtors Joint Plan of Liquidation as filed on March20, |
|
|
2.2 |
Disclosure Statement for Debtors Joint Plan of |
About Azure Midstream Partners, LP (NASDAQ:FISH)
Azure Midstream Partners, LP, formerly Marlin Midstream Partners, LP, develops, owns, operates and acquires midstream energy assets. Through its subsidiaries, Marlin Logistics, LLC (Marlin Logistics), Marlin Midstream, LLC (Marlin Midstream) and Azure ETG, LLC (Azure ETG), the Company is engaged in gathering, transporting, treating and processing natural gas, transloading crude oil and selling or delivering natural gas liquids (NGLs) to third parties. The Company operates through two segments: gathering and processing, and logistics. The Company’s gathering and processing segment provides natural gas gathering, compression, dehydration, treating, processing, and hydrocarbon dew-point control and transportation services to producers, marketers and third-party pipeline companies, and logistics business segment provides crude oil logistics services. Its transloaders are used to unload crude oil from tanker trucks and load crude oil into railcars. Azure Midstream Partners, LP (NASDAQ:FISH) Recent Trading Information
Azure Midstream Partners, LP (NASDAQ:FISH) closed its last trading session 00.00 at 16.53 with shares trading hands.