Azure Midstream Partners, LP (NASDAQ:FISH) Files An 8-K Other EventsItem 8.01
Other Events.
Azure Midstream Partners, LP (the “Partnership”) intends to file a Form 15 today with the U.S. Securities and Exchange Commission (the “SEC”) to terminate the registration of its Common Units representing limited partner interests and to suspend its duty to file reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). After filing the Form 15, the Partnership does not expect to make further filings of reports with the SEC, such as Form 8-K, Form 10-Q and Form 10-K. However, the Partnership expects to continue communicating with the public, from time to time, through press releases and/or its website (http://www.azuremidstreampartners.com/home2). In addition, Court filings and other information related to the Chapter 11 Case are available at a website administered by the Partnership’s claims agent at www.kccllc.net/azuremlp. We urge you to monitor our press releases and these websites for important information.
As previously disclosed, on January 30, 2017, Azure Midstream Partners GP, LLC (the “General Partner”), the general partner of the Partnership, the Partnership and the Partnership’s 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 Partnership’s 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 March 15, 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 Seller’s assets. On the same date, the Court accepted the fully executed PSA and incorporated it into the Court’s sale order also dated March 15, 2017.
As previously disclosed, on March 20, 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, was included as Exhibit 2.1 and 2.2 respectively, to the Form 8-K filed with the SEC by the Partnership on March 21, 2017.
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 FORM 8-K FILED BY THE PARTNERSHIP ON MARCH 21, 2017 ARE GREATER THAN CURRENTLY EXPECTED.
The Partnership’s Common Units are currently quoted on the OTC Pink Market operated by the OTC Markets Group. Following the filing of the Form 15, the Partnership anticipates its Common Units will continue to be quoted on the OTC Pink Market for a limited period, contingent upon, among other things, market makers’ demonstrating continued interest. However, there is no assurance that trading in the Common Units will continue on the OTC Pink Market or any other medium.
Cautionary Note Regarding Forward-Looking Statements.
This Current Report on Form 8-K includes “forward-looking statements.” All statements, other than statements of historical facts, included in this Current Report on Form 8-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, PSA, and the Plan and the Partnership’s expectations of plans, goals, strategies (including measures to implement strategies), objectives and anticipated results with respect thereto.