JP Energy Partners LP (NYSE:JPEP) Files An 8-K Termination of a Material Definitive Agreement

JP Energy Partners LP (NYSE:JPEP) Files An 8-K Termination of a Material Definitive Agreement

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Item1.02.

Termination of Material Definitive Agreement

On March8, 2017 in connection with the Merger (as defined below),
JP Energy Partners LP (JPE) terminated its Credit
Agreement, dated as of February12, 2014, by and among JPE, as
borrower, certain of its subsidiaries, as guarantors, Bank of
America, N.A., as administrative agent and certain lenders from
time to time party thereto, and repaid the obligations
outstanding thereunder.

Item2.01. Completion of Acquisition or Disposition of
Assets

On March8, 2017, American Midstream Partners, LP (AMID)
completed its acquisition of JPE to that certain Agreement and
Plan of Merger, dated as of October23, 2016 (the Merger
Agreement
), by and among AMID, American Midstream GP, LLC, a
Delaware limited liability company and the general partner of
AMID (AMID GP), JPE, JPE Energy GP II LLC, a Delaware
limited liability company and the general partner of JPE (JPE
GP
), Argo Merger Sub, LLC, a Delaware limited liability
company and wholly owned subsidiary of AMID (AMID Merger
Sub
), and Argo Merger GP Sub, LLC, a Delaware limited
liability company and wholly owned subsidiary of AMID (GP
Sub
). Under the terms of the Merger Agreement, among other
things, AMID Merger Sub merged into and with JPE (the
Merger), with JPE surviving the Merger as a wholly owned
subsidiary of AMID.

Immediately prior to the Merger, Argo GP Sub, LLC, a Delaware
limited liability company and wholly owned subsidiary of AMID GP
(Merger Sub GP), merged with and into JPE GP, with JPE GP
surviving as a wholly owned subsidiary of AMID GP (the GP
Merger
). The GP Merger was consummated to the terms of that
certain Agreement and Plan of Merger, dated as of October23,
2016, among AMID GP, JPE GP and Merger Sub GP. In connection with
the GP Merger, GP Sub was admitted as the sole general partner of
JPE and JPE GP simultaneously ceased to be the general partner of
JPE.

Under the Merger Agreement, at the effective time of the Merger
(the Effective Time), (i)each common unit of JPE (each, a
JPE Common Unit) and each subordinated unit of JPE (each,
a JPE Subordinated Unit) issued and outstanding, or deemed
issued and outstanding, as of immediately prior to the Effective
Time (other than JPE Common Units and JPE Subordinated Units held
by Magnolia Infrastructure Holdings, LLC, a Delaware limited
liability company and successor by merger to AL Lonestar, LLC
(together with its affiliates, the Affiliated Holders),
and GP Sub) was converted into the right to receive 0.5775 of a
common unit representing limited partner interests in AMID (each,
an AMID Common Unit) and (ii)each JPE Common Unit and each
JPE Subordinated Unit issued and outstanding, or deemed issued
and outstanding, as of immediately prior to the Effective Time
held by the Affiliated Holders was converted into the right to
receive 0.5225 of an AMID Common Unit, with such rights,
preferences and obligations as set forth in the Fifth Amended and
Restated Agreement of Limited Partnership Amendment of AMID, as
amended. Based on the JPE Common Units and JPE Subordinated Units
outstanding immediately prior to the Effective Time, AMID issued
approximately 20.2million AMID Common Units to JPEs unitholders.

The foregoing description of the Merger Agreement and the Merger
does not purport to be complete and is qualified in its entirety
by reference to the full text of the Merger Agreement, a copy of
which is attached as Exhibit 2.1 hereto and incorporated herein
by reference.

Item3.01. Notice of Delisting or Failure to Satisfy a Continued
Listing Rule or Standard; Transfer of Listing

In connection with the consummation of the Merger, the New York
Stock Exchange (the NYSE) was notified that each
outstanding JPE Common Unit other than those held by GP Sub was
converted into the right to receive the merger consideration
described above, subject to the terms and conditions of the
Merger Agreement. JPE requested that the NYSE file a notification
of removal from listing on Form 25 with the Securities and
Exchange Commission (the SEC) with respect to the
delisting of the JPE Common Units. The trading of the JPE Common
Units on the NYSE was suspended prior to the opening of trading
on March8, 2017.

In addition, JPE intends to file with the SEC a certification of
notice of termination on Form 15 requesting that the JPE Common
Units be deregistered under Section12(g) of the Securities
Exchange Act of 1934, as amended (the Exchange Act), and
that JPEs reporting obligations under Sections 13 and 15(d) of
the Exchange Act with respect to its common units be suspended.

Item3.03. Material Modification to Rights of Security
Holders

The information set forth under Item2.01 and Item5.03 of this
Current Report on Form 8-K is incorporated by reference into this
Item3.03 in its entirety.

Item5.01. Changes in Control of Registrant

The information set forth under Item2.01 of this Current Report
on Form 8-K is incorporated by reference into this Item5.01 in
its entirety.

Item5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

At the effective time of the Merger, each of the members of the
board of directors of JPE GP resigned from the board and ceased
to be a director of JPE GP. The members of the JPE GP board
immediately prior to the effective time of the Merger were J.
Patrick Barley, Patrick J. Welch, John F. Erhard, Daniel R.
Revers, Evan M. Schwartz, Greg Arnold, T. Porter Trimble, Normal
J. Szydlowski and Josh L. Sherman. Each of the foregoing resigned
in connection with the Merger and not due to any disagreement
with JPE GP or any party to the Merger Agreement.

Board of Directors

Effective March8, 2017, Mr.J. Patrick Barley and Mr.PatrickJ.
Welch were appointed members of the Board of Directors of GP Sub,
and their terms expire on March31, 2017, at which time GP Sub
shall become member-managed.

J. Patrick Barley. J. Patrick Barley is 42 years old and
served as President, Chief Executive Officer and Chairman of the
Board of directors of JPE GP from May 2010 to March 2017.
Mr.Barley brings over 16 years of experience managing early-stage
investments. Prior to founding JPE, Mr.Barley was the Founder,
President and Chief Executive Officer of Lonestar Midstream
Partners, LP (Lonestar Midstream), a midstream company
focused on natural gas gathering and processing, from March 2005
to July 2008. Mr.Barley managed his private investments from the
sale of Lonestar Midstream to Penn Virginia Resources Partners LP
in July 2008 until he founded JPE in May 2010. In 2004, Mr.Barley
formed his own private investment firm, CB Capital, LLC, which
served as the general partner of Lonestar Midstream. Prior to
forming CB Capital, LLC, Mr.Barley was a partner at Greenfield
Capital Management, LLC from 1999 to 2004. Mr.Barley earned a
Bachelor of Science from Texas Tech University and a Master of
Business Administration in Finance from Southern Methodist
University.

Patrick J. Welch. Patrick J. Welch is 49 years old and
served as the Executive Vice President and Chief Financial
Officer of JPE GP from April 2014 to March 2017 and served as
Interim Chief Financial Officer of JPE GP from November 2013 to
April 2014. Mr.Welch also served as a member of the board of JPE
GP from October 2014 to March 2017. From August 2013 to April
2014, Mr.Welch served as a Managing Director at Opportune LLP, an
independent consultancy focused exclusively on the energy
industry. From March 2012 to August 2013, Mr.Welch served as an
independent consultant, advising and assisting clients in all
aspects of the CFO function in energy companies with a focus on
IPO readiness. From June 2011 through March 2012, he served as
Chief Financial Officer for RES Americas, a privately held
renewable energy development and construction company with
activities in the United States and Canada. Mr.Welch served as
the Chief Financial Officer of Atlantic Power Corporation (NYSE:
AT) from May 2006 through June 2011. Mr.Welch has an extensive
background in the energy and independent power industries. Before
joining Atlantic Power Corporation, from January 2004 to May
2006, Mr.Welch was Vice President and Controller of DCP Midstream
and DCP Midstream Partners, LP (NYSE: DPM) in Denver, Colorado.
Prior to that he held various positions at Dynegy Inc. (NYSE:
DYN) in Houston, Texas, including Vice President and Controller
for Dynegy Generation, and Assistant Corporate Controller. Prior
to Dynegy, Mr.Welch was a Senior Audit Manager in the Energy,
Utilities and Mining Practice of PricewaterhouseCoopers LLP,
predominantly in Houston, Texas, where he served several major
energy clients. Mr.Welch earned his Bachelors Degree from the
University of Central Oklahoma and is a Certified Public
Accountant.

There are no arrangements or understandings between Messrs.
Barley or Welch and GP Sub or JPE or any other persons to which
any of the three directors was elected to the Board. There are no
family relationships between Messrs. Barley or Welch and the
executive officers or directors of GP Sub and no transactions
that would require disclosure under Item404(a) of Regulation S-K.

Messrs. Barley and Welch will each be indemnified for his actions
associated with being a director to the fullest extent permitted
under Delaware law, subject to certain limitations provided in
the Amended Restated LPA (as defined below).

Appointment of Certain Officers

Effective March8, 2017, and expiring on March31, 2017, Mr.Barley
was also appointed as President and Chief Executive Officer of GP
Sub and to serve as the Principal Executive Officer in that role.
Mr.Welch was also appointed as Executive Vice President, Chief
Financial Officer of GP Sub and to serve as the Principal
Financial Officer in that role. Mr.Shiming (Simon) Chen was
appointed as Senior Vice President and Chief Accounting Officer
of GP Sub and to serve as Principal Accounting Officer in that
role.

Mr.Chen is 42 years old and served as the Senior Vice President
and Chief Accounting Officer of JPE GP from November 2014 to
March 2017. Mr.Chen served as Vice President, Chief Accounting
Officer and Controller of JPE GP from November 2014 to September
2015 and as Vice President and Controller of JPE GP from February
2013 to November 2014. Prior to joining JPE, Mr.Chen served as
the Assistant Controller from October 2010 to February 2013, and
Director of Financial Reporting from July 2009 to October 2010
for Regency Energy Partners LP, a midstream company focusing on
the gathering, transportation, and storage of NGLs and crude oil,
natural gas and NGL marketing and trading, and the management of
coal and natural resource properties in the United States. Prior
to joining Regency Energy Partners LP, Mr.Chen served in various
roles with the assurance and business advisory services practice
of PricewaterhouseCoopers LLP from 2003 to 2009. Mr.Chen is a
Certified Public Accountant.

There are no arrangements or understandings between Messrs.
Barley, Welch or Chen, and GP Sub or JPE or any other persons to
which they were selected to the offices set forth above. There
are no family relationships between Messrs. Barley, Welch or
Chen, and the executive officers or directors of GP Sub and no
transactions that would require disclosure under Item404(a) of
Regulation S-K.

On March8, 2017, the following persons were appointed as officers
of JPE and GP Sub, effective April1, 2017: Lynn L. Bourdon III
(President and Chief Executive Officer), Eric T. Kalamaras
(Senior Vice President and Chief Financial Officer), Rene L.
Casadaban (Senior Vice President and Chief Operating Officer),
and Michael Croney (Vice President, Corporate Controller, and
Chief Accounting Officer).

Lynn L. Bourdon III is 54 years old and was appointed Chairman,
President and Chief Executive Officer of AMID in December 2015.
Most recently, Mr.Bourdon served as President and Chief Executive
Officer of Enable Midstream Partners, LP. Prior toEnable
Midstream, he served as Group Senior Vice President of NGL
Natural Gas Marketing, Petrochemical, Refined Products Marine
atEnterprise Products Partners, LP. Mr.Bourdon joined Enterprise
as Senior Vice President of NGL Supply Marketing in 2003 and
served in various senior management positions during his tenure.
Prior to his employment atEnterprise Products, Mr.Bourdon served
as Senior Vice President and Chief Commercial Officer forOrion
Refining Corporation. He also held leadership positions at
En*Vantage, PGE Gas Transmission and Valero, and earlier served
in various capacities at theDow Chemical Company. Lynn received a
Bachelor of Science degree in mechanical engineering from Texas
Tech Universityand an MBA from theUniversity of Houston.

Eric T. Kalamaras is 43 years old and was appointed Senior Vice
President and Chief Financial Officer of AMID in July 2016. Prior
to his appointment with the General Partner of the Partnership,
Mr.Kalamaras served as Executive Vice President and Chief
Financial Officer of Azure Midstream Partners, LP and Azure
Midstream Company, LLC. Prior to Azure, Mr.Kalamaras served as
Chief Financial Officer at Valerus Energy Holdings,

Delphi Midstream Partners, and Atlas Pipeline Partners, LP. Prior
to Atlas Pipeline Partners, he spent a combined 10 years at Wells
Fargo and Banc of America Securities providing investment banking
and debt capital markets services to clients in the energy and
natural resource industries. Mr.Kalamaras started his career as a
financial analyst at Ford Motor Company, and holds a Bachelor of
Science in Business Administration from Central Michigan
University and a Master of Business Administration from Wake
Forest University.

Rene L. Casadaban is 48 years old and has 26 years of midstream
project management and business development experience for
onshore, offshore and deepwater pipeline systems. Mr.Casadaban is
the former Chief Operating Officer for Summit Midstream Partners,
LP (Summit). Prior to joining Summit, Mr.Casadaban worked for
Enterprise Products Partners LP as the Director for Deepwater
Business Development of floating production platforms and
offshore pipelines. Mr.Casadaban has also served as an
independent consultant to ExxonMobil Corporation and GulfTerra
Energy Partners, LP for Gulf of Mexico and international pipeline
projects. At Land and Marine Engineering Limited, Mr.Casadaban
was responsible for managing domestic and international pipeline
river crossings and beach approaches by horizontal directional
drilling. Mr.Casadaban began his career as a Field Engineer for
McDermott International Inc. He currently serves on the Board of
Angel Reach and is a graduate of Auburn University with a
Bachelor of Science in Building Construction.

Michael J. Croney is 38 years old and was appointed as Vice
President, Chief Accounting Officer and Corporate Controller of
AMID in August 2016. Mr.Croney previously served as the Vice
President and Controller for FloWorks International LLC in
Houston, Texas. Prior to FloWorks International, he served as
controller of North America for AXIP Energy Services and held
various management positions at the AES Corporation. Mr.Croney
started his career with KPMG and holds a Bachelor of Commerce
Honours, Accounting from Nelson Mandela Metropolitan University.
Mr.Croney is a licensed Chartered Accountant in South Africa and
licensed CPA in the State of Virginia.

There are no arrangements or understandings between Messrs.
Bourdon, Kalamaras, Casadaban or Croney, and GP Sub or JPE or any
other persons to which they were selected to the offices set
forth above. There are no family relationships between Messrs.
Bourdon, Kalamaras, Casadaban or Croney, and the executive
officers or directors of GP Sub and no transactions that would
require disclosure under Item404(a) of Regulation S-K.

Item5.03. Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year

On March8, 2017 JPE amended and restated its agreement of limited
partnership and amended its certificate of limited partnership.
The description of the Fourth Amended and Restated Agreement of
Limited Partnership of JPE (the Amended and Restated LPA)
and the Certificate of Amendment to the Certificate of Limited
Partnership of JPE in this Item5.03 is qualified in its entirety
by reference to the full text of the Amended and Restated LPA,
which is filed as Exhibit 3.1 hereto and incorporated herein by
reference.

Item5.07 Submission of Matters to a Vote of Security
Holders

A special meeting of unitholders (the Special Meeting) of
JPE was held on March7, 2017 to consider and vote on proposals
(i)to adopt and approve the Merger Agreement and the transactions
contemplated thereby, (ii)to approve the adjournment of the
Special Meeting, if necessary or appropriate, to solicit
additional proxies if there are not sufficient votes to adopt and
approve the Merger Agreement and approve the transactions
contemplated thereby at the time of the Special Meeting and
(iii)to approve, on an advisory (non-binding) basis, the
compensation that may be paid or become payable to the named
executives officers of the general partner of JPE in connection
with the merger. The proposals are described in detail in the
proxy statement/prospectus filed with the SEC by JPE on
February1, 2017.

At the Special Meeting, holders of 12,182,815 JPE Common Units
and 17,501,773 JPE Subordinated Units were present or represented
by proxy, constituting a quorum. A summary of the voting results
for the proposals is set forth below:

Proposal 1: Adoption and Approval of the Merger Agreement

JPE unitholders adopted and approved the Merger Agreement and the
transactions contemplated thereby. Approval of the proposal
required the affirmative vote of holders of at least a majority
of the JP Energy common units, other than common units held by
Affiliated Holders (the Non-Affiliated Common Units), and
of holders of at least a majority of the JPE Subordinated Units
outstanding as of the record date for the Special Meeting, voting
as separate classes. The following are the tabulated votes For
and Against this proposal, as well as the number of Abstentions:

FOR AGAINST ABSTENTIONS

Non-Affiliated Common Units

8,105,755 98,367 9,427

Subordinated Units

17,501,773

Proposal 2: Adjournment of the Special Meeting

Because JPE unitholders adopted and approved the Merger
Agreement, the vote on the proposal to approve the adjournment of
the Special Meeting, if necessary or appropriate, to solicit
additional proxies if there are not sufficient votes to adopt and
approve the Merger Agreement at the time of the Special Meeting
was not called.

Proposal 3: Approval, on an Advisory (Non-Binding) Basis, of
Compensation to the Named Executive Officers

JPE unitholders approved, on an advisory (non-binding) basis, the
compensation that may be paid or become payable to the named
executive officers of the general partner of JPE in connection
with the merger. Approval of the proposal required the
affirmative vote of holders of at least a majority of the JPE
Common Units outstanding as of the record date for the Special
Meeting. The following are the tabulated votes For and Against
this proposal, as well as the number of Abstentions:

FOR AGAINST ABSTENTIONS

Common Units

11,773,461 265,684 143,669

Subordinated Units

17,441,537 42,362 17,875
Item9.01. Financial Statements and Exhibits

(d) Exhibits

ExhibitNumber

Description

2.1* Agreement and Plan of Merger, dated as of October 23, 2016,
by and among American Midstream Partners, LP, American
Midstream GP, LLC, JP Energy Partners LP, JP Energy GP II
LLC, Argo Merger Sub, LLC, and Argo Merger GP Sub, LLC
(incorporated by reference to Exhibit 2.1 to JPEs Current
Report on Form 8-K filed on October24, 2016).
3.1 Fourth Amended and Restated Agreement of Limited Partnership
of JP Energy Partners LP, dated as of March 8, 2017.
3.2 Certificate of Amendment to the Certificate of Limited
Partnership of JP Energy Partners LP, dated as of March 8,
2017.
* Certain schedules have been omitted to Item601(b)(2) of
Regulation S-K. A copy of any omitted schedule will be
furnished supplementally to the SEC upon request.

to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.

JP Energy Partners LP
By: Argo Merger GP Sub, LLC,
its general partner
Dated: March8, 2017 By:

/s/ J. Patrick Barley

Name: J. Patrick Barley
Title: President and Chief Executive Officer

EXHIBIT INDEX

ExhibitNumber

Description

2.1* Agreement and Plan of Merger, dated as of October 23, 2016,
by and among American Midstream Partners, LP, American
Midstream GP, LLC, JP Energy Partners LP, JP Energy GP II
LLC, Argo Merger Sub, LLC, and Argo Merger GP Sub, LLC
(incorporated by reference to Exhibit 2.1 to JPEs Current
Report on Form 8-K filed on October24, 2016).
3.1 Fourth Amended and Restated Agreement of Limited Partnership
of JP Energy Partners LP, dated as of March 8, 2017.
3.2 Certificate of Amendment to the Certificate of Limited
Partnership of JP Energy Partners LP, dated as of March 8,
2017.
* Certain schedules have been omitted


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.

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