Notes Offering
On December 7, 2016, American Midstream Partners, LP (the Partnership) and American Midstream Finance Corporation, a Delaware
corporation and a wholly owned subsidiary of the Partnership (American Midstream Finance), issued a press release announcing that, subject to market and other conditions, the Partnership and American Midstream Finance intend to
offer for sale $300 million in aggregate principal amount of senior unsecured notes due 2021 in a private offering to eligible purchasers that is exempt from registration under the Securities Act of 1933.
A copy of such press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
Pro Forma Financial Information
As
previously announced, on October 23, 2016, the Partnership agreed to acquire 100% of JP Energy Partners LP (JPE) in a unit-for-unit merger with JPE surviving as a wholly owned subsidiary of the Partnership.
The Partnership is filing its unaudited pro forma condensed consolidated financial statements (the Pro Forma Financial
Information) to show the impact of the pending mergers on the Partnerships condensed balance sheet as of September 30, 2016, and on its condensed consolidated statement of operations for the nine months ended September 30, 2016 and for
the fiscal years ended December 31, 2015, December 31, 2014 and December 31, 2013, as set forth in Exhibit 99.2 to this report and presented in accordance with Article 11 of Regulation S-X. The Pro Forma Financial Information is derived from the
historical consolidated financial statements of the Partnership and JPE as well as the entities underlying (i) the purchases by American Midstream Emerald, LLC, a wholly owned indirect subsidiary of the Partnership (Emerald), of
membership interests in certain midstream entities from Emerald Midstream, LLC (the Emerald Acquisitions) and (ii) the purchase by the Partnership of a 26.33% interest in Pinto Offshore Holdings, LLC (the Delta House
Acquisition).
The unaudited pro forma condensed consolidated balance sheet gives effect to (i) the merger of a wholly owned
subsidiary of the Partnership with and into JPE, with JPE surviving as a wholly owned subsidiary of the Partnership (the JPE Merger), and (ii) the merger of a wholly owned subsidiary of the Partnerships general partner (the
General Partner) with and into JPE Energy GP II LLC (JPE GP), with JPE GP surviving as a wholly owned subsidiary of the General Partner (together with the JPE Merger, the Mergers), as if such Mergers had occurred
on September 30, 2016. The unaudited pro forma condensed consolidated statement of operations gives effect to the Mergers as if they had occurred on January 1, 2013, and as if the Emerald Acquisitions and Delta House Acquisition had occurred on
January 1, 2015.
Exhibit 99.2 is incorporated by reference into this Item 8.01.
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. 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 (the 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. SECURITY HOLDERS
ARE URGED TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
TRANSACTION. These documents (when they become available), and any other documents filed by AMID or JPE with the SEC, may be obtained free of charge at the SECs website, at www.sec.gov. In addition, investors and security holders will be able
to obtain free copies of the registration statement and the proxy statement/prospectus by phone, e-mail or written request by contacting the investor relations department of AMID or JPE at the following:
American Midstream Partners, LP
2103 City West Blvd. Bldg. 4, Suite 800
Houston, TX 77042
Attention:
Investor Relations
Phone: 713-815-3900
JP Energy Partners LP
600 East Las Colinas Blvd
Suite
2000
Irving, TX 75039
Attention: Investor Relations
Phone: 972-444-0300
Participants in the
Solicitation
AMID, JPE and their respective directors and executive officers may be considered participants in the solicitation of
proxies in connection with the proposed JPE Merger. Information regarding the directors and executive officers of AMID is contained in AMIDs Form 10-K for the year ended December 31, 2015, which was filed with the SEC on March 7, 2016.
Information regarding the directors and executive officers of JPE is contained in JPEs Form 10-K for the year ended December 31, 2015, which was filed with the SEC on February 29, 2016. Additional information regarding the interests of
participants in the solicitation of proxies in connection with the proposed LP Merger will be included in the proxy statement/prospectus.