HOUSTON, June 5, 2019
/PRNewswire/ -- American Midstream Partners, LP (NYSE: AMID)
("American Midstream" or the "Partnership") today announced the
successful completion of the previously announced consent
solicitation that it and American Midstream Finance Corporation
(together with the Partnership, the "Issuers") conducted with
respect to holders of their $425,000,000 aggregate principal amount of
outstanding 8.500% Senior Notes due 2021 Notes (the "Notes") to
amend (the "Proposed Amendments") certain provisions of the
indenture governing the Notes (the "Consent Solicitation").
The Consent Solicitation expired at 5:00
p.m., New York City time,
on June 5, 2019 (the "Expiration Date"). As of the Expiration
Date, the Issuers had received consents from the holders of over
99% in aggregate principal amount of the outstanding Notes.
Accordingly, having received the requisite consents to effect the
Proposed Amendments to the indenture, the Issuers executed a
supplemental indenture to the indenture effecting the Proposed
Amendments today, which eliminates the requirement to file certain
reports with the U.S. Securities and Exchange Commission (the
"SEC") upon consummation of the pending merger (the "merger") with
an affiliate of ArcLight Energy Partners Fund V, L.P. ("ArcLight"),
removes certain other requirements that will no longer be
applicable to the Partnership following the Partnership's expected
conversion from a limited partnership into a member-managed limited
liability company, which is expected to occur after consummation of
the merger, and reduces the number of days of non-compliance by the
Partnership with its obligations under the reporting covenant of
the indenture that would constitute an event of default under the
indenture. Upon consummation of the merger and payment of the
consent fee, the Proposed Amendments will be operative and binding
upon all holders of the Notes, regardless of whether such holders
delivered consents in connection with the Consent Solicitation.
Substantially concurrently with and subject to the consummation
of the merger, the Issuers will pay an aggregate consent payment of
$2,125,000 for the benefit of holders
of the Notes, on a pro rata basis, who delivered valid and
unrevoked consents to the Proposed Amendments on or prior to the
Expiration Date.
The Consent Solicitation was made solely on the terms and
subject to the conditions set forth in the Consent Solicitation
Statement, dated May 20, 2019, as
amended by Amendment No. 1 to the Consent Solicitation Statement,
dated June 3, 2019 (as amended, the
"Consent Solicitation Statement"). A more complete description of
the Consent Solicitation and the Proposed Amendments can be found
in the Consent Solicitation Statement. The effectiveness of the
Proposed Amendments is subject to a number of conditions.
D.F. King & Co., Inc. served as information agent and
tabulation agent for the Consent Solicitation and Wells Fargo
Securities served as solicitation agent for the Consent
Solicitation.
About American Midstream Partners, LP
American Midstream Partners, LP is a limited partnership formed
to provide critical midstream infrastructure that links producers
of natural gas, crude oil, NGLs, condensate and specialty chemicals
to end-use markets. American Midstream's assets are strategically
located in some of the most prolific offshore and onshore basins in
the Permian, Eagle Ford, East
Texas, Bakken and Gulf Coast. American Midstream owns or has
an ownership interest in approximately 5,100 miles of interstate
and intrastate pipelines, as well as ownership in gas processing
plants, fractionation facilities, an offshore semisubmersible
floating production system with nameplate processing capacity of 90
MBbl/d of crude oil and 220 MMcf/d of natural gas and terminal
sites with approximately 3.0 MMBbls of storage capacity.
For more information about American Midstream Partners, LP,
visit: www.americanmidstream.com. The content of the website is not
part of this release.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended,
including statements related to the Partnership's expectations
regarding the timing, terms and results of the merger and SEC
reporting following the merger. We have used the words "could,"
"expect," "intend," "may," "will," "potential," "would," "plan" 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. Many of the factors that will determine these results
are beyond our ability to control or predict. These factors include
actions by ArcLight, lenders, regulatory agencies, and other third
parties, changes in market conditions, and information described in
our public disclosure and filings with the SEC, including the risk
factors described in Part I, Item 1A. in our Annual Report on Form
10-K for the year ended December 31,
2018, filed with the SEC on April 1,
2019. 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 such statements
for any reason, except as required by law.
Investor Contact
American Midstream Partners, LP
Mark Schuck
Director of Investor Relations
(346) 241-3497
ir@americanmidstream.com
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SOURCE American Midstream Partners, LP