| Item 1.01 | Entry into a Material Definitive Agreement |
On April 5, 2019, American Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), entered into that certain Third Amendment to Second Amended and Restated Credit Agreement (the “Amendment”) with American Midstream, LLC, a Delaware limited liability company (the “AMID Borrower”), Blackwater Investments, Inc., a Delaware corporation (together with the AMID Borrower, the “Borrowers”), the other Loan Parties party thereto, the Lenders party thereto and Bank of America, N.A., as Administrative Agent, to that Second Amended and Restated Credit Agreement, dated as of March 8, 2017 (as amended, supplemented or otherwise modified from time to time prior to the date of the Amendment, the “Original Credit Agreement”), among the Borrowers, the Partnership, the Lenders party thereto, and the Administrative Agent.
As previously disclosed, on March 17, 2019, the Partnership, and its general partner, American Midstream GP, LLC, a Delaware limited liability company (the “Partnership GP”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Anchor Midstream Acquisition, LLC, a Delaware limited liability company (“Anchor Parent”), Anchor Midstream Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), and High Point Infrastructure Partners, LLC, a Delaware limited liability company, pursuant to which Merger Sub will merge with and into the Partnership, with the Partnership surviving as a direct wholly owned subsidiary of the Partnership GP and Anchor Parent (the “Merger”). Completion of the Merger is subject to certain conditions, including, among others, with respect to Anchor Parent and Merger Sub’s obligations, the consent of the Original Credit Agreement lenders to the Merger Agreement and the transactions contemplated thereby and certain other modifications to the Original Credit Agreement (the “Credit Agreement Merger Modification”).
The Amendment amends the Original Credit Agreement to, among other things, satisfy the Credit Agreement Merger Modification conditions, including to: (i) modify certain defined terms in connection with the completion of the transactions contemplated by the Merger Agreement, including the Merger; (ii) remove certain defined terms, and provisions related to, convertible preferred units; and (iii) modify certain negative covenants in the Original Credit Agreement that restrict the Partnership’s ability to take certain actions or engage in certain business such that, once the Amendment is effective, the occurrence of such actions or business in connection with the Merger Agreement or completion of the transactions contemplated thereby, including the Merger, will not be so restricted.
The modifications to the Original Credit Agreement contemplated by the Amendment become effective on the Closing Date (as defined in the Merger Agreement); provided that immediately prior to or substantially simultaneously with the Closing (as defined in the Merger Agreement) under the Merger Agreement, the Administrative Agent shall have received a certificate from an officer of the Partnership attaching certain documents related to the completion of the transactions contemplated by the Merger Agreement, including the Merger.
The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, which is attached hereto as Exhibit 10.1, and is incorporated herein by reference. Any capitalized terms used but not defined herein have the meanings ascribed thereto in the Amendment or the Original Credit Agreement, as the context may require.
| Item 9.01 | Financial Statements and Exhibits. |
(d)Exhibits
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