Amended Current Report Filing (8-k/a)
May 24 2017 - 5:09PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
8-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)
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Delaware
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001-35257
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27-0855785
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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2103 CityWest Blvd., Bldg. 4, Suite 800
Houston, TX
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77042
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(Address of principal executive offices)
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(Zip Code)
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Registrants 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 Form
8-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):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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☐
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 Rule
12b-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 Form
8-K/A
amends and supplements
the Current Report on Form
8-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
Form
8-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 Form
8-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 Form
8-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 Form
8-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.
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American Midstream Partners, LP
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By: American Midstream GP, LLC,
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its General Partner
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Date:
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May 24, 2017
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By:
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/s/ Eric T. Kalamaras
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Name:
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Eric T. Kalamaras
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Title:
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Senior Vice President & Chief Financial Officer
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Exhibit Index
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Exhibit Number
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Description
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23.1
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Consent of PricewaterhouseCoopers LLP, independent accountants.
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99.1
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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 Form
10-K
of JP Energy LP filed on March 13, 2017).
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99.2
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Unaudited pro forma condensed consolidated statements of operations of AMID for the years ended December 31, 2016, 2015 and 2014.
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