JP Energy Partners LP (NYSE:JPEP) Files An 8-K Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant
Item2.03.Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a Registrant
Supplemental Indenture
In connection with the closing of their previously announced
merger (the Merger), on March 8, 2017, American Midstream
Partners, LP (AMID), JP Energy Partners LP (JPE)
and certain of JPEs subsidiaries surviving the Merger (the JPE
Entities and together with JPE, the Guarantors) and
Wells Fargo Bank, National Association, as trustee, entered into
a supplemental indenture (the Supplemental Indenture) to
which the Guarantors jointly and severally, fully and
unconditionally, guaranteed AMIDs $300 million aggregate
principal amount of 8.50% senior unsecured notes due 2021 on an
unsubordinated, unsecured basis.
The foregoing description of the Supplemental Indenture is not
complete and is qualified in its entirety by reference to the
full and complete terms of the Supplemental Indenture, which is
attached to this Current Report on Form 8-K as Exhibit 4.1.
Second Amended Credit Agreement
In connection with the Merger, on March 8, 2017, AMID, American
Midstream, LLC (the Company), Blackwater Investments, Inc.
(the Blackwater Borrower, and together with the Company,
the Borrowers) entered into a Second Amended and Restated
Credit Agreement with Bank of America, N.A., as Administrative
Agent, Collateral Agent and L/C Issuer, Wells Fargo Bank,
National Association, as Syndication Agent, Bank of Montreal,
Capital One National Association, Citibank, N.A., Suntrust Bank,
Natixis, New York Branch, ABN AMRO Capital USA LLC, Barclays Bank
PLC, Royal Bank of Canada, Santander Bank, N.A. and BNP Paribas
acted as Co-Documentation Agents, Merrill Lynch Pierce, Fenner
Smith Incorporated and Wells Fargo Securities, LLC, as joint lead
arrangers and joint book managers, and the lenders party thereto
(the Second Amended Credit Agreement).
By entering into the Second Amended Credit Agreement, the Company
amended its existing credit facility to increase its borrowing
capacity thereunder from $750 million to $900 million and to
provide for an accordion feature that will permit, subject to the
customary conditions, the borrowing capacity under the facility
to be increased to a maximum of $1.1 billion. The $900 million in
lending commitments under the Second Amended Credit Agreement
includes a $30 million sublimit for borrowings by the Blackwater
Borrower and a $100 million sublimit for standby letters of
credit, which was increased in this Second Amended Credit
Agreement from $50 million. The Second Amended Credit Agreement
matures on September 5, 2019.
The Second Amended Credit Agreement facilitates the joinder to
the credit facility of the Guarantors and adjusts certain
covenants, representations and warranties under the credit
facility to support the Guarantors.
All obligations under the Second Amended Credit Agreement and the
guarantees of those obligations are secured, subject to certain
exceptions, by a first-priority lien on and security interest in
substantially all of the Borrowers assets and the assets of all,
subject to certain exceptions, existing and future subsidiaries,
including the Guarantors, and all of the capital stock of AMIDs
existing and future subsidiaries.
The foregoing descriptions of the Second Amended Credit Agreement
is not complete and is qualified in its entirety by reference to
the full and complete terms of the Second Amended Credit
Agreement, which is attached to this Current Report on Form 8-K
as Exhibit 10.1.
| Item5.03. |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year |
On March8, 2017, JPE amended its agreement of limited partnership
(the Amendment No.1), which changes the limited partner of
JPE from AMID to The Company, to that certain Contribution
Agreement, dated March8, 2017, by and between AMID and The
Company. The description of Amendment No.1 in this Item5.03 is
qualified in its entirety by reference to the full text of
Amendment No.1, which is filed as Exhibit 3.1 hereto and
incorporated herein by reference.
| Item9.01. | Financial Statements and Exhibits |
d) Exhibits.
| Number |
Description |
|
| 3.1 |
Amendment No. 1 to the Fourth Amended and Restated Agreement of Limited Partnership of JP Energy Partners LP. |
|
| 4.1 |
Supplemental Indenture, dated as of March 8, 2017, by and among American Midstream Partners, LP, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee. |
|
| 10.1 |
Second Amended and Restated Credit Agreement, dated as of March 8, 2017, by and among American Midstream, LLC, Blackwater Investments, Inc., American Midstream Partners, LP, Bank of America, N.A., Wells Fargo Bank, National Association, Bank of Montreal, Capital One National Association, Citibank, N.A., SunTrust Bank, Natixis New York Branch, ABN AMRO Capital USA LLC, Barclays Bank PLC, Royal Bank of Canada, Santander Bank, N.A., Merrill, Lynch, Pierce, Fenner Smith Incorporated, Wells Fargo Securities, LLC and the lenders party thereto. |
About JP Energy Partners LP (NYSE:JPEP)
JP Energy Partners LP owns, operates, develops and acquires a portfolio of midstream energy assets. The Company provides midstream infrastructure solutions for the supply of crude oil, refined products and natural gas liquids (NGLs) in the United States. The Company’s segments include crude oil pipelines and storage, refined products terminals and storage, and NGL distribution and sales. The Company’s crude oil businesses are situated in areas, including the Permian Basin and Eagle Ford shale. Its crude oil pipelines and storage segment manages the physical movement of crude oil from origination to final destination through its network of owned and leased assets. Its refined product terminals and storage segment consists of approximately two refined products terminals located in North Little Rock, Arkansas and Caddo Mills, Texas. The Company’s NGL distribution and sales segment involves the retail, commercial and wholesale sale of NGLs and other refined products. JP Energy Partners LP (NYSE:JPEP) Recent Trading Information
JP Energy Partners LP (NYSE:JPEP) closed its last trading session at 0.0000 with 58,395 shares trading hands.