UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8-K/A
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 24, 2017
AMERICAN MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)
| | | | |
| Delaware | | 001-35257 | | 27-0855785 |
(State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| |
2103 CityWest Blvd., Bldg. 4, Suite 800 Houston, TX | | 77042 |
| (Address of principal executive offices) | | (Zip Code) |
Registrant’s 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 Form8-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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-4(c)) |
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 Rule12b-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. ☐
This Current Report on Form8-K/A amends and supplements the Current Report on Form8-K of American Midstream Partners, LP (“AMID”), dated March 8, 2017 and filed with the Securities and Exchange Commission on March 8, 2017 (the “Initial Form8-K”), which reported under Item 2.01 that on March 8, 2017, AMID completed its acquisition (the “Merger”) of JP Energy Partners LP (“JPE”). This amendment is filed to provide the financial statements of JPE and the pro forma financial information of AMID for such transaction as required by Item 9.01. Except as set forth below, the Initial Form8-K is unchanged.
AMID intends to file historical financial statements of AMID that are recast to give effect to the Merger for the years ended 2016, 2015 and 2014 on a separate current report on Form8-K.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Business Acquired.
Audited historical financial statements of JPE as of and for the years ended December 31, 2016, 2015 and 2014, together with the related notes to the financial statements, a copy of which is filed as Exhibit 99.1 hereto and incorporated by reference herein.
(b) Pro Forma Financial Information.
Unaudited pro forma condensed consolidated statements of operations of AMID for the years ended December 31, 2016, 2015 and 2014 a copy of which is filed as Exhibit 99.2 hereto and incorporated herein by reference.
(d) Exhibits.
See “Exhibit Index” attached to this Current Report on Form8-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.
| | | | | | |
| | | | American Midstream Partners, LP |
| | |
| | | | By: American Midstream GP, LLC, |
| | | | its General Partner |
| Date: | | | | | | |
| May 24, 2017 | | | | By: | | /s/ Eric T. Kalamaras |
| | | | Name: | | Eric T. Kalamaras |
| | | | Title: | | Senior Vice President & Chief Financial Officer |
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Exhibit Index
| | |
Exhibit Number | | Description |
| |
| 23.1 | | Consent of PricewaterhouseCoopers LLP, independent accountants. |
| |
| 99.1 | | Audited historical financial statements of JPE as of and for the years ended December 31, 2016, 2015 and 2014, together with the related notes to the financial statements (incorporated by reference to Part II, Item 8 of the Annual Report on Form10-K of JP Energy LP filed on March 13, 2017). |
| |
| 99.2 | | Unaudited pro forma condensed consolidated statements of operations of AMID for the years ended December 31, 2016, 2015 and 2014. |
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