American Midstream Partners, LP (NYSE: AMID) (“Partnership” or
“American Midstream”) announced today that it intends to offer,
subject to market and other conditions, $300 million in aggregate
principal amount of senior unsecured notes due 2021, subject to
market and other conditions.
The notes will be offered and sold to qualified institutional
buyers in the United States pursuant to Rule 144A under the
Securities Act of 1933, as amended (the “Securities Act”), and to
persons, other than U.S. persons, outside of the United States
pursuant to Regulation S under the Securities Act.
The net proceeds from the private placement will be deposited
into escrow pending completion of the Partnership’s previously
announced merger (the “Merger”) with JP Energy Partners LP (NYSE:
JPEP) (“JP Energy”). Upon release of the net proceeds from escrow
at the closing of the Merger, the Partnership expects to use the
net proceeds from the offering to repay and terminate the revolving
credit facility of JP Energy and to reduce borrowings under the
Partnership’s senior secured revolving credit facility.
The Merger is expected to close during the first quarter of
2017, assuming all conditions to closing the Merger have been
satisfied. The offering is not a condition to the closing of the
Merger. If the closing of the Merger does not occur on or prior to
June 30, 2017, or if the merger agreements regarding the Merger are
terminated at any time on or prior to that date, then the escrowed
funds will be applied to the mandatory redemption of the notes at a
price equal to 100% of the initial offering price of the notes,
plus accrued and unpaid interest to the redemption date.
The securities to be offered have not been registered under the
Securities Act, or any state securities laws. Unless so registered,
the securities may not be offered or sold in the United States
except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and
applicable state securities laws.
This press release is being issued pursuant to Rule 135c under
the Securities Act, and is neither an offer to sell nor a
solicitation of an offer to purchase the notes or any other
securities, and shall not constitute an offer to sell, a
solicitation of an offer to buy, or a sale of, the notes or any
other securities in any state or jurisdiction in which such an
offer, solicitation or sale would be unlawful.
About American Midstream Partners, LP
Houston-based American Midstream Partners, LP is a
growth-oriented limited partnership formed to own, operate, develop
and acquire a diversified portfolio of midstream energy assets. The
Partnership provides midstream services in Texas, North Dakota, and
the Gulf Coast and Southeast regions of the United States. For more
information about American Midstream Partners, LP, visit
AmericanMidstream.com.
Additional Information and Where to Find It
This communication does not constitute an offer to buy or sell
or the solicitation of an offer to buy or sell any securities or a
solicitation of any vote or approval with respect to the Merger.
This communication relates to a proposed business combination
between AMID and JPE. In connection with the proposed transaction,
AMID filed with the Securities and Exchange Commission ("SEC") a
registration statement on Form S-4 containing a preliminary joint
proxy statement/prospectus of AMID and JPE. The registration
statement has not yet become effective. After the registration
statement is declared effective by the SEC, AMID and JPE will each
file with the SEC a definitive proxy statement/prospectus, and each
of AMID and JPE will file other documents with respect to the
proposed transaction and a definitive proxy statement/prospectus
will be mailed to unitholders of JPE. WE URGE INVESTORS AND
SECURITY HOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS, THE
REGISTRATION STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE
BEEN FILED OR MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION. Any definitive proxy statement(s) (if and when
available) will be mailed to unitholders of JP Energy. Investors
and security holders will be able to obtain these materials (if and
when they are available) free of charge at the SEC’s website,
www.sec.gov. In addition, copies of any documents filed with the
SEC may be obtained free of charge from JP Energy’s internet
website for investors at http://ir.jpenergypartners.com, and from
American Midstream’s investor relations website at
http://www.americanmidstream.com/investor-relations. Investors and
security holders may also read and copy any reports, statements and
other information filed by American Midstream and JP Energy with
the SEC at the SEC public reference room at 100 F Street, N.E.,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or
visit the SEC’s website for further information on its public
reference room.
Participation in the Solicitation of Votes
American Midstream and JP Energy and their respective directors
and executive officers may be considered participants in the
solicitation of proxies in connection with the proposed
transaction. Information regarding JP Energy’s directors and
executive officers is available in its Annual Report on Form 10-K
for the year ended December 31, 2015, filed with the SEC on
February 29, 2016. Information regarding American Midstream’s
directors and executive officers is available in its Annual Report
on Form 10-K for the year ended December 31, 2016, filed with the
SEC on March 7, 2016. Other information regarding the participants
in the proxy solicitation and a description of their direct and
indirect interests, by security holdings or otherwise, will be
contained in the proxy statement/prospectus and other relevant
materials to be filed with the SEC when they become available.
Forward Looking Statements
This press release includes forward-looking statements. These
statements relate to, among other things, the completion of the
Merger and the size, timing and use of proceeds of the offering. We
have used the words “anticipate,” “believe,” “could,” “estimate,”
“expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,”
“will,” “potential,” and similar terms and phrases to identify
forward-looking statements in this press release. Although we
believe the assumptions upon which these forward-looking statements
are based are reasonable, any of these assumptions could prove to
be inaccurate and the forward-looking statements based on these
assumptions could be incorrect. Actual results and trends in the
future may differ materially from those suggested or implied by the
forward-looking statements depending on a variety of factors which
are described in greater detail in our filings with the SEC. Please
see “Risk Factors” and other disclosures included in our Annual
Report on Form 10-K for the year ended December 31, 2015, filed
with the SEC on March 7, 2016, our Form 10-Q for the quarter ended
September 30, 2016, filed with the SEC on November 8, 2016, and our
other filings with the SEC. All future written and oral
forward-looking statements attributable to us or persons acting on
our behalf are expressly qualified in their entirety by the
previous statements. The forward-looking statements herein speak as
of the date of this press release. We undertake no obligation to
update any information contained herein or to publicly release the
results of any revisions to any forward-looking statements that may
be made to reflect events or circumstances that occur, or that we
become aware of, after the date of this press release.
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version on businesswire.com: http://www.businesswire.com/news/home/20161207005623/en/
Investor ContactAmerican Midstream Partners, LPMark
Buscovich, Manager of
Finance713-815-3967mbuscovich@americanmidstream.com
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