Azure Midstream Partners, LP (NASDAQ:FISH) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
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 under chapter 11 of title 11 of the United
States Code in the United States Bankruptcy Court for the
Southern District of Texas, Houston Division (the
Court).
On March21, 2017, the Debtors filed their monthly operating
report for the period of January30, 2017 through February28, 2017
(the Monthly
Operating Report) with the Court. The Monthly
Operating Report is attached hereto as Exhibit99.1 and is
incorporated herein by reference.
The information contained in this Item 7.01 shall not be deemed
to be filed for purposes of Section18 of the Securities Exchange
Act of 1934, as amended (the Exchange Act), or
otherwise subject to the liabilities of that section, and shall
not be deemed to be incorporated by reference into any of the
Partnerships filings under the Securities Act of 1933, as
amended, or the Exchange Act, whether made before or after the
date hereof and regardless of any general incorporation language
in such filings, except to the extent expressly set forth by
specific reference in such a filing.
Cautionary Note Regarding the Monthly Operating
Report.
The Partnership cautions investors and potential investors not to
place undue reliance upon the information contained in the
Monthly Operating Report which was not prepared for the purpose
of providing the basis for an investment decision relating to any
of the securities of the Partnership. The Monthly Operating
Report is limited in scope, covers limited time periods, and has
been prepared solely for the purpose of complying with the
monthly reporting requirements of the Court. The Monthly
Operating Report was not audited or reviewed by independent
accountants, was not prepared in accordance with U.S. generally
accepted accounting principles, is in a format prescribed by
applicable bankruptcy laws, and is subject to future adjustment
and reconciliation. There can be no assurance that, from the
perspective of an investor or potential investor in the
Partnerships securities, the Monthly Operating Report is
complete. The Monthly Operating Report also contains information
for a period which is shorter and otherwise different from those
required in the Partnerships periodic reports to the Exchange
Act, and such information might not be indicative of the
Partnerships financial condition or operating results for a
period that would be reflected in the Partnerships financial
statements or in its reports to the Exchange Act. Information set
forth in the Monthly Operating Report should not be viewed as
indicative of future results.
Cautionary Note Regarding Forward-Looking
Statements.
This Current Report on Form8-K, including the exhibits hereto,
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 the financial
restructuring; the Partnerships efforts to reduce leverage; the
Partnerships level of indebtedness including its ability to
satisfy its debt obligations; risks related to the Partnerships
ability to generate sufficient cash flow and to make payments on
its obligations and to execute its business plan; 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 financial restructuring implemented will have on
the market for the Partnerships publicly traded securities; tax
consequences of business transactions; and changes in commodity
prices
and hedge positions and the risk that the Partnerships hedging
strategy may be ineffective or may reduce its income. 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://investor.memorialpp.com/sec.cfm 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 |
|
99.1 |
Monthly Operating Report for the period of January30, |
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.