| Item 1.01 | Entry into a Material Definitive Agreement. |
Supplemental Indenture
On July 31, 2018, American Midstream Partners, LP (“AMID”) completed its previously announced sale (the “Transaction”) of the Capital Stock of American Midstream Terminaling, LLC, (“AMID Terminaling”), Blackwater Midstream Corp., (“Blackwater Midstream”), Blackwater Georgia, L.L.C., (“Blackwater Georgia”), Blackwater Harvey, LLC, (“Blackwater Harvey”), and Blackwater New Orleans, L.L.C., (“Blackwater Westwego” and, together with AMID Terminaling, Blackwater Midstream, Blackwater Georgia, and Blackwater Harvey, the “Marine Products Terminals”), to IIF Blackwater Holdings, LLC (the “Buyer”), an indirect subsidiary of institutional investors advised by J.P. Morgan Asset Management, for net cash proceeds received at closing of approximately $202.9 million, pursuant to that certain Equity Purchase Agreement, dated June 16, 2018, by and among Blackwater Investments, Inc., American Midstream LLC, both wholly-owned subsidiaries of AMID, and the Buyer (the “Purchase Agreement”).
In connection with the completion of the Transaction, on July 31, 2018, AMID, American Midstream Finance Corporation, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee, entered into a supplemental indenture (the “Fourth Supplemental Indenture”) to the base indenture, dated as of December 28, 2016, as amended and supplemented to date (the “Indenture”). Pursuant to the Fourth Supplemental Indenture, each of AMID Terminaling, Blackwater Midstream Corp., Blackwater Georgia, L.L.C., Blackwater Harvey, LLC, and Blackwater New Orleans, L.L.C. was released as a party to and as a Guarantor under the Indenture.
The foregoing description of the Fourth Supplemental Indenture is not complete and is qualified in its entirety by reference to the full and complete terms of the Fourth Supplemental Indenture, which is attached to this Current Report onForm 8-K as Exhibit 4.1.
| Item 1.02 | Termination of a Material Definitive Agreement. |
On August 1, 2018, DKGP Energy Terminals LLC (“DKGP Energy”) provided notice of termination of the Membership Interest Purchase Agreement, dated as of February 15, 2018, by and among DKGP Energy, and AMID Merger LP, a wholly-owned, indirect subsidiary of American Midstream Partners, LP.
| Item 2.01 | Completion of Acquisition or Disposition of Assets. |
The description of the completion of the Transaction pursuant to the Purchase Agreement included in Item 1.01 of this Current Report on Form8-K is incorporated by reference into this Item 2.01.
Unaudited pro forma condensed consolidated financial information of AMID giving effect to the Transaction is filed as Exhibit 99.1 to this Current Report on Form8-K and is incorporated by reference herein. The unaudited pro forma condensed consolidated information reflects the sale of the Marine Products Terminals.
| Item 9.01 | Financial Statements and Exhibits. |
(b) Pro Forma Financial Information.
Unaudited Pro Forma Condensed Consolidated Balance Sheet of AMID as of March 31, 2018, Unaudited Pro Forma Condensed Consolidated Statements of Operations of AMID for the three months ended March 31, 2018 and year ended December 31, 2017 and supplemental information, are filed as Exhibit 99.1 hereto and incorporated herein by reference.
(d) Exhibits.
| | |
Exhibit
Number | | Description |
| |
| 4.1 | | Fourth Supplemental Indenture, dated as of July 31, 2018 by and among American Midstream Partners, LP, American Midstream Finance Corporation, the Guarantors party thereto and Wells Fargo Bank, National Association, as trustee. |
| |
| 99.1 | | Unaudited Pro Forma Condensed Consolidated Balance Sheet of AMID as of March 31, 2018, and Unaudited Pro Forma Condensed Consolidated Statements of Operations of AMID for the three months ended March 31, 2018 and year ended December 31, 2017. |
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