On July 23, 2019, after the closing of the transactions contemplated by the Merger Agreement
(defined below), the registrant, American Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), converted into a Delaware limited liability company named “Third Coast Midstream, LLC” (the “AMID
Conversion”). References herein to the “Partnership” refer to American Midstream Partners, LP prior to the AMID Conversion and Third Coast Midstream, LLC following the AMID Conversion. Concurrently with the AMID Conversion, the
general partner of the Partnership, American Midstream GP, LLC, a Delaware limited liability company (“Partnership GP”), changed its name to “Third Coast Midstream Holdings, LLC” (the “Partnership GP Name Change”).
References herein to “Partnership GP” refer to American Midstream GP, LLC prior to the Partnership GP Name Change and Third Coast Midstream Holdings, LLC following the Partnership GP Name Change. Immediately following the AMID Conversion
and the Partnership GP Name Change, on July 23, 2019, Anchor Midstream Acquisition, LLC, a Delaware limited limited liability company (“Parent”), merged with and into Partnership GP, with Partnership GP as the surviving entity (the
“GP Merger”).
INTRODUCTION
This Amendment No. 3 to the
Rule 13e-3 Transaction
Statement on
Schedule 13E-3 (as
amended, this “Transaction Statement”), together with the exhibits hereto, is being filed with the Securities and Exchange Commission (the “SEC”) pursuant to
Section 13(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by: (i) the Partnership as the issuer of the common units representing limited partner interests in the Partnership (“Common Units”)
that are subject to the
Rule 13e-3 transaction;
(ii) Parent; (iii) Anchor Midstream Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”); (iv) Partnership GP; (v) AMID
GP Holdings, LLC, a Delaware limited liability company; (vi) High Point Infrastructure Partners, LLC, a Delaware limited liability company (“HPIP”); (vii) Magnolia Infrastructure Partners, LLC, a Delaware limited liability
company; (viii) JP Energy Development, L.P., a Delaware limited partnership; (ix) Busbar II, LLC, a Delaware limited liability company; (x) Magnolia Infrastructure Holdings, LLC, a Delaware limited liability company (“MIH”);
(xi) ArcLight Energy Partners Fund V, L.P., a Delaware limited partnership; (xii) ArcLight PEF GP V, LLC, a Delaware limited liability company; (xiii) ArcLight Capital Holdings, LLC, a Delaware limited liability company;
(xiv) ArcLight Capital Partners, LLC, a Delaware limited liability company; and (xv) Daniel R. Revers. Collectively, the persons filing this Transaction Statement are referred to as the “filing persons.”
This Transaction Statement relates to the Agreement and Plan of Merger, dated as of March 17, 2019 (the “Merger Agreement”), by
and among the Partnership, Partnership GP, Parent, Merger Sub and HPIP. Pursuant to the Merger Agreement, Parent agreed to acquire all of the publicly held equity (other than Common Units held by Parent or any Common Unit designated by Parent as a
“Sponsor Unit” with the written consent of the holder of such Common Unit (collectively, the “Sponsor Units”)) in the Partnership under the terms of the Merger Agreement. Under the terms and subject to the conditions of the
Merger Agreement, effective as of July 23, 2019, Merger Sub merged with and into the Partnership, with the Partnership surviving as a wholly owned subsidiary of Parent and Partnership GP (the “Merger”), both of which were indirect
controlled subsidiaries of ArcLight Energy Partners Fund V, L.P. The Merger became effective upon the filing of a properly executed certificate of merger with the Secretary of State of the State of Delaware on July 23, 2019 (the “Effective
Time”). As of the Effective Time, each Common Unit issued and outstanding as of immediately prior to the Effective Time (other than the Sponsor Units) was converted into the right to receive $5.25 in cash, payable without interest and reduced
by any applicable tax withholding (the “Merger Consideration”). As of the Effective Time, all of the Common Units converted into the right to receive the Merger Consideration were no longer outstanding and were automatically canceled and
cease to exist.
The Sponsor Units were unaffected by the Merger and remained outstanding, and no consideration was delivered in respect
thereof. The Partnership’s incentive distribution rights (“IDRs”) issued and outstanding immediately prior to the Effective Time were automatically canceled and cease to exist, and no consideration was delivered in respect of the
cancellation of the IDRs.
The conflicts committee (the “Conflicts Committee”) of the board of directors of Partnership GP (the
“GP Board”), consisting of three independent directors, unanimously (i) determined that the Merger Agreement and the transactions contemplated thereby, including the Merger, were in the best interests of the Partnership and holders of
Common Units other than Parent, Merger Sub, HPIP and their respective affiliates (the “Unaffiliated Unitholders”), (ii) granted “Special Approval,” as such term was defined in the Fifth Amended and Restated Agreement of Limited
Partnership of the Partnership (as amended, the “Partnership Agreement”), of the Merger Agreement and the transactions contemplated thereby, including the Merger, and (iii) recommended that the GP Board adopt and approve the Merger
Agreement and the consummation of the transactions contemplated thereby, including the Merger. In determining whether to make its recommendation, the Conflicts Committee considered,
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