Current Report Filing (8-k)
May 31 2017 - 4:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 25, 2017
AMERICAN MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)
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Delaware
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001-35257
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27-0855785
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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2103 CityWest Blvd., Bldg. 4, Suite 800
Houston, TX
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77042
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(Address of principal executive offices)
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(Zip Code)
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Registrants telephone number, including area code: (713) 815-3900
Not applicable
(Former
name or former address, if changed since last report)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth
company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended
transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
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On
May 25, 2017, American Midstream Partners, LP (
AMID
) entered into Amendment No. 4 (the
LPA Amendment
) to its Fifth Amended and Restated Agreement of Limited Partnership (the
Partnership
Agreement
), effective as of May 25, 2017. The LPA Amendment amends the definition of Interim Capital Transactions in the Partnership Agreement to exclude from such definition the distribution support and reimbursement
payments that may be provided by ArcLight Capital Partners, LLC (
ArcLight
) in connection with the Partnerships acquisition of JP Energy Partners LP, including pursuant to the previously disclosed Distribution Support and
Expense Reimbursement Agreement, dated October 23, 2016 (the
Support Agreement
), between AMID and an affiliate of ArcLight, which was entered into in connection with the acquisition by AMID of JP Energy Partners LP. The
foregoing description of the LPA Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the LPA Amendment, which is attached hereto as Exhibit 3.1, and is incorporated herein by reference. Any
capitalized terms not defined herein are defined in the Partnership Agreement.
Item 9.01
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Financial Statements and Exhibits
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(d) Exhibits
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See Exhibit Index attached to this Current Report on Form 8-K, which is incorporated by reference herein.
SIGNATURES
Pursuant 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.
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American Midstream Partners, LP
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By: American Midstream GP, LLC,
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its General Partner
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Date:
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May 31, 2017
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By:
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/s/ Eric T. Kalamaras
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Name:
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Eric T. Kalamaras
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Title:
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Senior Vice President & Chief Financial Officer
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3
Exhibit Index
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Exhibit Number
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Description
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3.1
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Amendment No. 4 to the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, dated May 25, 2017.
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4
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