Item 1.01 Entry into a Material Definitive Agreement.
Supplemental Indenture
On June 5, 2019, American Midstream Partners, LP (the “Partnership”) and American Midstream Finance Corporation (together with the Partnership, the “Issuers”) completed the consent solicitation (the “Consent Solicitation”) from holders (the “Holders”) of the Issuers’ 8.500% Senior Notes due 2021 (the “Notes”) to amend the Indenture, dated as of December 28, 2016 (as amended and supplemented to date, the “Indenture”), among the Issuers, the guarantors party thereto (the “Guarantors”) and Wells Fargo Bank, National Association, as trustee (the “Trustee”), under which the Notes were issued, in order to implement the Amendments (as defined herein). The Issuers received the consents required to execute the Amendments to the Indenture.
Accordingly, on June 5, 2019, the Issuers, the Guarantors and the Trustee executed a sixth supplemental indenture (the “Sixth Supplemental Indenture”). The Sixth Supplemental Indenture amends and supplements the Indenture to (i) amend the covenant in Section 4.03 of the Indenture so that the Partnership will no longer be required to file certain reports with the Securities and Exchange Commission following consummation of the previously announced merger with an affiliate of ArcLight Energy Partners Fund V, L.P. (the “Merger”), (ii) amend the covenant in Section 4.11 of the Indenture to remove certain requirements that will no longer be applicable to the Partnership following the Partnership’s conversion from a limited partnership to a limited liability company, which is expected to occur after consummation of the Merger, and to add a requirement for the Board of Directors (as defined in the Indenture) of the Partnership to obtain a fairness opinion in connection with Affiliate Transactions (as defined in the Indenture), and (iii) amend Section 6.01 of the Indenture by reducing the number of days ofnon-compliance by the Partnership with its obligations under Section 4.03 of the Indenture that would constitute an Event of Default (as defined in the Indenture) (collectively, the “Amendments”). Although the Sixth Supplemental Indenture became effective immediately upon execution, the Amendments will not become effective until the Merger is consummated and the Issuers pay (or cause to be paid) each consenting Holder’s pro rata portion of an aggregate consent payment in the amount of $2,125,000. The Issuers expect to pay (or cause to be paid) such consent fee to The Depository Trust Company for the benefit of the consenting Holders substantially concurrently with the consummation of the Merger.
The foregoing description of the Sixth Supplemental Indenture does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the Sixth Supplemental Indenture, which is filed as Exhibit 4.1 to this Current Report on Form8-K.
Item 7.01 Regulation FD Disclosure.
On June 5, 2019, the Partnership issued a press release announcing the results of the Consent Solicitation. A copy of the press release is attached hereto as Exhibit 99.1 to this Current Report on Form8-K.
The information referenced in this Item 7.01 of this Current Report on Form8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference into any of the Partnership’s filings under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except to the extent expressly set forth by specific reference in such a filing. The furnishing of this Item 7.01 of this Current Report on Form8-K shall not be deemed an admission as to the materiality of any information herein that is required to be disclosed solely by reason of Regulation FD.
