HOUSTON, March 18, 2019 /PRNewswire/ -- American
Midstream Partners, LP (NYSE: AMID) ("AMID" or "Partnership") today
announced that it has entered into a definitive agreement and plan
of merger ("Merger Agreement") with an affiliate (the "Purchaser")
of ArcLight Energy Partners Fund V, L.P. ("ArcLight"). The
Purchaser will acquire, for cash, in a merger transaction, all
outstanding common units of the Partnership not already held by
affiliates of ArcLight, at a price of $5.25 per common unit.
The merger is expected to close in the second quarter of
2019. The Partnership does not expect to make any cash
distributions on its common units or preferred units prior to the
closing of the merger.
The conflicts committee of the board of directors of the
Partnership's general partner, after consultation with its
independent legal and financial advisors, unanimously approved the
Merger Agreement and determined it to be in the best interests of
the Partnership and its unitholders unaffiliated with ArcLight.
Subsequently, the board of directors of the Partnership's general
partner approved the Merger Agreement and determined it to be fair
and reasonable and in the best interests of the Partnership.
The closing of the merger is subject to satisfaction of
customary conditions, including receipt by the Partnership of a
consent and waiver from the Partnership's lenders. Under the
partnership agreement, the merger is required to be approved by a
majority of the outstanding common units and preferred units,
voting as a class, and each class of preferred units. Affiliates of
ArcLight own approximately 51% of such voting power and prior to
the execution of the Merger Agreement, affiliates of ArcLight
delivered to the Partnership a written consent approving the
Merger. As such, the merger has been approved by the limited
partners of the Partnership, and the Partnership will not hold a
meeting of its unitholders to approve the merger. Upon
closing of the merger, the Partnership will be a wholly owned
subsidiary of the Purchaser and its common units will cease to be
publicly traded.
Gibson, Dunn & Crutcher LLP acted as legal counsel to the
Partnership. Evercore acted as financial advisor and Thompson &
Knight LLP acted as legal counsel to the Partnership's conflicts
committee. BofA Merrill Lynch acted as financial advisor and
Kirkland & Ellis LLP acted as legal counsel to ArcLight.
The Partnership plans to file with the Securities and Exchange
Commission a Current Report on Form 8-K containing additional
information regarding the terms of the transaction, including a
copy of the merger agreement.
About American Midstream Partners, LP
American Midstream Partners, LP is a limited partnership formed
to provide critical midstream infrastructure that links producers
of natural gas, crude oil, NGLs, condensate and specialty chemicals
to end-use markets. American Midstream's assets are strategically
located in some of the most prolific offshore and onshore basins in
the Permian, Eagle Ford, East
Texas, Bakken and Gulf Coast. American Midstream owns or has
an ownership interest in approximately 5,100 miles of interstate
and intrastate pipelines, as well as ownership in gas processing
plants, fractionation facilities, an offshore semisubmersible
floating production system with nameplate processing capacity of 90
MBbl/d of crude oil and 220 MMcf/d of natural gas; and terminal
sites with approximately 3.0 MMBbls of storage capacity.
For more information about American Midstream Partners, LP,
visit: www.americanmidstream.com. The content of the website is not
part of this release.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934, as amended, including
statements related to the Partnership's expectations regarding the
timing and terms and results of the merger. We have used the words
"could," "expect," "intend," "may," "will," "potential," "would,"
"plan" and similar terms and phrases to identify forward-looking
statements in this press release. Although we believe the
assumptions upon which these forward-looking statements are based
are reasonable, any of these assumptions could prove to be
inaccurate and the forward-looking statements based on these
assumptions could be incorrect. Many of the factors that will
determine these results are beyond our ability to control or
predict. These factors include actions by ArcLight, lenders,
regulatory agencies, and other third parties, changes in market
conditions, and information described in our public disclosure and
filings with the SEC, including the risk factors described in Part
I, Item 1A. in our Annual Report on Form 10-K for the year ended
December 31, 2017, filed with the SEC
on April 9, 2018. All future written
and oral forward-looking statements attributable to us or persons
acting on our behalf are expressly qualified in their entirety by
the previous statements. The forward-looking statements herein
speak as of the date of this press release. We undertake no
obligation to update such statements for any reason, except as
required by law.
Investor Contact
American Midstream Partners, LP
Mark Schuck
Director of Investor Relations
(346) 241-3497
ir@americanmidstream.com
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SOURCE American Midstream Partners, LP