INTRODUCTION
This Rule
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Transaction Statement on Schedule
13E-3
(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) American Midstream Partners, LP, a Delaware limited partnership (the “Partnership”) and the issuer of the common units representing limited partner interests in the Partnership (“Common
Units”) that are subject to the Rule
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transaction; (ii) Anchor Midstream Acquisition, LLC, a Delaware limited liability company (“Parent”); (iii) Anchor Midstream Merger Sub, LLC, a
Delaware limited liability company (“Merger Sub”); (iv) American Midstream GP, LLC, a Delaware limited liability company (“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 has 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, Merger Sub will merge with and into the Partnership, with the Partnership surviving as a wholly owned subsidiary of Parent and Partnership GP (the “Merger”), both of which are indirect controlled subsidiaries of ArcLight
Energy Partners Fund V, L.P. The Merger will become effective upon the filing of a properly executed certificate of merger with the Secretary of State of the State of Delaware or at such later date and time as may be agreed by the parties and set
forth in the certificate of merger (the “Effective Time”). The Merger Agreement provides that, at the Effective Time, each Common Unit issued and outstanding as of immediately prior to the Effective Time (other than the Sponsor Units) will
be converted into the right to receive $5.25 in cash, to be paid 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 will no longer be outstanding and will automatically be canceled and cease to exist.
The Sponsor Units
will be unaffected by the Merger and will remain outstanding, and no consideration will be delivered in respect thereof. The Partnership’s incentive distribution rights (“IDRs”) issued and outstanding immediately prior to the
Effective Time will be automatically canceled and cease to exist, and no consideration shall be delivered in respect of the cancellation of the IDRs.
The closing of the Merger will occur on the third business day after the satisfaction or waiver of the conditions to the Merger provided in
the Merger Agreement (other than the conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of those conditions), or at such other date or time as the Partnership and Parent agree;
provided, however, that without Parent’s written consent, the closing of the Merger may not occur prior to May 17, 2019.
The
conflicts committee (the “Conflicts Committee”) of the board of directors of Partnership GP (the “GP Board”), consisting of three independent directors, has unanimously (i) determined that the Merger Agreement and the
transactions contemplated thereby, including the Merger, are 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 is 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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