0000899243-17-007207.txt : 20170310
0000899243-17-007207.hdr.sgml : 20170310
20170310191121
ACCESSION NUMBER: 0000899243-17-007207
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20170308
FILED AS OF DATE: 20170310
DATE AS OF CHANGE: 20170310
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: American Midstream Partners, LP
CENTRAL INDEX KEY: 0001513965
STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922]
IRS NUMBER: 270855785
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 2103 CITY WEST BLVD., BLDG 4
STREET 2: SUITE 800
CITY: HOUSTON
STATE: TX
ZIP: 77042
BUSINESS PHONE: (713) 815-3900
MAIL ADDRESS:
STREET 1: 2103 CITY WEST BLVD., BLDG 4
STREET 2: SUITE 800
CITY: HOUSTON
STATE: TX
ZIP: 77042
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: American Midstream GP, LLC
CENTRAL INDEX KEY: 0001526603
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35257
FILM NUMBER: 17683471
BUSINESS ADDRESS:
STREET 1: 1614 15TH STREET, SUITE 300
CITY: DENVER
STATE: CO
ZIP: 80202
BUSINESS PHONE: (720) 457-6060
MAIL ADDRESS:
STREET 1: 1614 15TH STREET, SUITE 300
CITY: DENVER
STATE: CO
ZIP: 80202
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Revers Daniel R
CENTRAL INDEX KEY: 0001405456
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35257
FILM NUMBER: 17683472
MAIL ADDRESS:
STREET 1: C/O ARCLIGHT CAPITAL PARTNERS, LLC
STREET 2: 200 CLARENDON ST., 55TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02117
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ArcLight Capital Partners, LLC
CENTRAL INDEX KEY: 0001502945
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35257
FILM NUMBER: 17683473
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON STREET, 55TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02117
BUSINESS PHONE: 6175316300
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET, 55TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02117
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Magnolia Infrastructure Partners, LLC
CENTRAL INDEX KEY: 0001638285
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35257
FILM NUMBER: 17683476
BUSINESS ADDRESS:
STREET 1: C/O ARCLIGHT CAPITAL PARTNERS, LLC
STREET 2: 200 CLAREDON STREET, 55TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02117
BUSINESS PHONE: (617) 531-6300
MAIL ADDRESS:
STREET 1: C/O ARCLIGHT CAPITAL PARTNERS, LLC
STREET 2: 200 CLAREDON STREET, 55TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02117
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Magnolia Infrastructure Holdings, LLC
CENTRAL INDEX KEY: 0001673060
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35257
FILM NUMBER: 17683477
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON ST., 55TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
BUSINESS PHONE: 617-531-6300
MAIL ADDRESS:
STREET 1: 200 CLARENDON ST., 55TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02116
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ArcLight Capital Holdings, LLC
CENTRAL INDEX KEY: 0001441290
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35257
FILM NUMBER: 17683474
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON STREET
STREET 2: 55TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02117
BUSINESS PHONE: 617-531-6300
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET
STREET 2: 55TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02117
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ARCLIGHT ENERGY PARTNERS FUND V, L.P.
CENTRAL INDEX KEY: 0001502553
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35257
FILM NUMBER: 17683478
BUSINESS ADDRESS:
STREET 1: 200 CLARENDON STREET, 55TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02117
BUSINESS PHONE: 6175316300
MAIL ADDRESS:
STREET 1: 200 CLARENDON STREET, 55TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02117
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: High Point Infrastructure Partners, LLC
CENTRAL INDEX KEY: 0001575227
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-35257
FILM NUMBER: 17683475
BUSINESS ADDRESS:
STREET 1: C/O ARCLIGHT CAPITAL PARTNERS, LLC
STREET 2: 200 CLARENDON ST, 55TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02117
BUSINESS PHONE: 617-531-6300
MAIL ADDRESS:
STREET 1: C/O ARCLIGHT CAPITAL PARTNERS, LLC
STREET 2: 200 CLARENDON ST, 55TH FLOOR
CITY: BOSTON
STATE: MA
ZIP: 02117
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2017-03-08
0
0001513965
American Midstream Partners, LP
AMID
0001502553
ARCLIGHT ENERGY PARTNERS FUND V, L.P.
C/O ARCLIGHT CAPITAL PARTNERS, LLC
200 CLARENDON STREET, 55TH FLOOR
BOSTON
MA
02117
1
0
1
1
SEE REMARKS
0001673060
Magnolia Infrastructure Holdings, LLC
C/O ARCLIGHT CAPITAL PARTNERS, LLC
200 CLARENDON STREET, 55TH FLOOR
BOSTON
MA
02117
1
0
1
0
0001638285
Magnolia Infrastructure Partners, LLC
C/O ARCLIGHT CAPITAL PARTNERS, LLC
200 CLARENDON STREET, 55TH FLOOR
BOSTON
MA
02117
1
0
1
0
0001575227
High Point Infrastructure Partners, LLC
C/O ARCLIGHT CAPITAL PARTNERS, LLC
200 CLARENDON STREET, 55TH FLOOR
BOSTON
MA
02117
1
0
1
0
0001441290
ArcLight Capital Holdings, LLC
C/O ARCLIGHT CAPITAL PARTNERS, LLC
200 CLARENDON STREET, 55TH FLOOR
BOSTON
MA
02117
1
0
1
0
0001502945
ArcLight Capital Partners, LLC
200 CLARENDON STREET, 55TH FLOOR
BOSTON
MA
02117
1
0
1
0
0001405456
Revers Daniel R
C/O ARCLIGHT CAPITAL PARTNERS, LLC
200 CLARENDON STREET, 55TH FLOOR
BOSTON
MA
02117
1
0
1
0
0001526603
American Midstream GP, LLC
ATTENTION: REGINA GREGORY
2103 CITYWEST BLVD., BLDG. 4 - 7TH FLR
HOUSTON
TX
77042
1
0
1
0
Common Units (Limited Partner Interests)
2017-03-08
4
J
0
9753425
0.00
A
13977709
I
See Footnote
Upon the completion of the acquisition of JP Energy Partners LP ("JPE") by the Issuer pursuant to that certain Agreement and Plan of Merger, dated as of October 23, 2016, by and among the Issuer, American Midstream GP, LLC, JPE, JPE Energy GP II LLC, Argo Merger Sub, LLC and Argo Merger GP Sub, LLC, 3,674,187 JPE common units and 14,992,654 JPE subordinated units owned by Magnolia Infrastructure Holdings, LLC ("Magnolia Holdings"), a direct, wholly owned subsidiary of ArcLight Energy Partners Fund V, L.P. ("Fund V"), were converted into a total of 9,753,425 common units of the Issuer.
Does not include (i) 7,187,358 Series A-1 Convertible Preferred Units (the "Series A-1 Units") held directly by High Point Infrastructure Partners, LLC ("HPIP"), which do not have an expiration date and are convertible in whole or in part on an approximate 1.1027:1 basis into common units at any time after January 1, 2014, (ii) 3,079,284 Series A-2 Convertible Preferred Units held by Magnolia (as defined below), which do not have an expiration date and are convertible in whole or in part on an approximate 1.1027:1 basis into common units at any time, (iii) 8,792,205 Series C Convertible Preferred Units (the "Series C Units")
(Continued from Footnote 2) held by Magnolia Holdings, which do not have an expiration date and are convertible in whole or in part on an approximate 1:1.0036 basis into common units at any time and (iv) 2,333,333 Series D Convertible Preferred Units (the "Series D Units") held by Magnolia Holdings which are convertible in whole or in part on one-for-one basis, subject to anti-dilution and certain other adjustments, into common units at any time after June 30, 2017. On or prior to June 30, 2017, subject to certain restrictions, the Issuer may exercise the right to require Magnolia Holdings to sell, assign and transfer all or a portion of the then outstanding Series D Units.
Busbar directly owns 2,255,754 common units out of the 13,977,709 common units reflected in Column 5. Magnolia Infrastructure Partners, LLC, an indirect, wholly owned subsidiary of Fund V ("Magnolia"), directly owns 618,921 common units out of the 13,977,709 common units reflected in Column 5. American Midstream GP, LLC (the "General Partner") directly owns 1,349,609 common units out of the 13,977,709 common units reflected in Column 5.
ArcLight Capital Holdings, LLC ("ArcLight Holdings") is the sole manager and member of ArcLight Capital Partners, LLC ("ArcLight Partners" and, together with ArcLight Holdings and Fund V, the "ArcLight Entities"). ArcLight Partners is the investment adviser to Fund V. ArcLight Holdings is the manager of the general partner of Fund V. Mr. Revers is a manager of ArcLight Holdings and a managing partner of ArcLight Partners and has certain voting and dispositive rights as a member of ArcLight Partners' investment committee. Fund V directly owns Busbar II, LLC ("Busbar") and Magnolia Holdings. Magnolia Holdings owns approximately 98% of Magnolia and approximately 23% of American Midstream GP, LLC (the "General Partner"). Magnolia owns approximately 90% of the ownership interest in HPIP, which in turn owns approximately 77% of the General Partner. As a result, the ArcLight Entities and Mr. Revers may be deemed to indirectly beneficially own the securities of the Issuer held by Magnolia Holdings, Busbar, Magnolia, HPIP and the General Partner, but disclaim beneficial ownership except to the extent of their respective pecuniary interests therein
/s/ Daniel R. Revers, MAGNOLIA INFRASTRUCTURE PARTNERS, LLC, By: Daniel R. Revers, President
2017-03-10
/s/ Daniel R. Revers, MAGNOLIA INFRASTRUCTURE HOLDINGS, LLC, By: Daniel R. Revers, President
2017-03-10
/s/ Daniel R. Revers, HIGH POINT INFRASTRUCTURE PARTNERS, LLC, By: Daniel R. Revers, President
2017-03-10
/s/ Regina Gregory, AMERICAN MIDSTREAM GP, LLC, By: Regina Gregory, Senior Vice President
2017-03-10
/s/ Daniel R. Revers, ARCLIGHT CAPITAL HOLDINGS, LLC, By: Daniel R. Revers, Managing Partner
2017-03-10
/s/ Daniel R. Revers, ARCLIGHT CAPITAL PARTNERS, LLC, By: Daniel R. Revers, Managing Partner
2017-03-10
/s/ Daniel R. Revers, ARCLIGHT ENERGY PARTNERS FUND V, L.P., By: ArcLight PEF GP V, LLC, its General Partner, By: ArcLight Capital Holdings, LLC, its Manager, By: Daniel R. Revers, Managing Partner
2017-03-10
/s/ Daniel R. Revers
2017-03-10