SC 13D/Amendment No. 27

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person

With

Sole Voting Power

0

Shared Voting Power

1,349,609 (See Note 1)

Sole Dispositive Power

0

Shared Dispositive Power

1,349,609 (See Note 1)

0001193125-19-078632.txt : 20190319 0001193125-19-078632.hdr.sgml : 20190319 20190318203002 ACCESSION NUMBER: 0001193125-19-078632 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20190319 DATE AS OF CHANGE: 20190318 GROUP MEMBERS: AMERICAN MIDSTREAM GP, LLC GROUP MEMBERS: AMID GP HOLDINGS, LLC GROUP MEMBERS: ARCLIGHT CAPITAL HOLDINGS, LLC GROUP MEMBERS: ARCLIGHT CAPITAL PARTNERS, LLC GROUP MEMBERS: ARCLIGHT ENERGY PARTNERS FUND V, L.P. GROUP MEMBERS: ARCLIGHT PEF GP V, LLC GROUP MEMBERS: DANIEL R. REVERS GROUP MEMBERS: HIGH POINT INFRASTRUCTURE PARTNERS, LLC GROUP MEMBERS: JP ENERGY DEVELOPMENT, L.P. GROUP MEMBERS: MAGNOLIA INFRASTRUCTURE PARTNERS, LLC SUBJECT COMPANY: 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 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86360 FILM NUMBER: 19689944 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Magnolia Infrastructure Holdings, LLC CENTRAL INDEX KEY: 0001673060 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D/A 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 SC 13D/A 1 d725380dsc13da.htm SC 13D/AMENDMENT NO. 27 SC 13D/Amendment No. 27

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 27)*

American Midstream Partners, LP

(Name of Issuer)

Common Units Representing Limited Partner Interests

(Title of Class of Securities)

02752P 100

(CUSIP Number)

Christine Miller

Magnolia Infrastructure Partners, LLC

c/o ArcLight Capital Partners

200 Clarendon Street, 55th Floor

Boston, MA 02117

(617) 531-6338

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 17, 2019

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box: ☐

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

Schedule 13D

CUSIP No. 02752P 100


1.		Name of Reporting Person American Midstream GP, LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds WC/OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Note 1: Represents 1,349,609 common units of the Issuer (“Common Units”) held by American Midstream GP, LLC, the Issuer’s general partner.

Note 2: Based on 53,816,114 Common Units outstanding, which equals the sum of (a) 53,005,627 Common Units outstanding as of November 6, 2018 and (b) 810,517 Common Units issued to Magnolia Infrastructure Holdings, LLC on December 10, 2018.

Schedule 13D

CUSIP No. 02752P 100


1.		Name of Reporting Person AMID GP Holdings, LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds WC/OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Note 1: Represents 1,349,609 common units of the Issuer (“Common Units”) held by American Midstream GP, LLC, which is approximately 23% owned by AMID GP Holdings, LLC.

Schedule 13D

CUSIP No. 02752P 100


1.		Name of Reporting Person High Point Infrastructure Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds WC/OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Note 1: Represents 7,940,322 Series A-l Convertible Preferred Units (“Series A-l Units”) held by High Point Infrastructure Partners, LLC (“High Point”), convertible into 10,172,347 common units of the Issuer (“Common Units”) and 1,349,609 Common Units held by American Midstream GP, LLC, which is approximately 77% owned by High Point.

Note 2: Based on 63,988,491 Common Units outstanding, on an as-converted basis, which equals the sum of (a) 53,005,627 Common Units outstanding as of November 6, 2018, (b) 810,517 Common Units issued to Magnolia Infrastructure Holdings, LLC on December 10, 2018 and (c) 10,172,347 Common Units issuable upon the conversion of Series A-l Units outstanding.

Schedule 13D

CUSIP No. 02752P 100


1.		Name of Reporting Person Magnolia Infrastructure Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds WC/OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Note 1: Represents 7,940,322 Series A-1 Convertible Preferred Units (“Series A-1 Units”) held by High Point Infrastructure Partners, LLC (“High Point”), convertible into 10,172,347 common units of the Issuer (“Common Units”), which are indirectly owned by Magnolia Infrastructure Partners, LLC (“Magnolia”), 3,401,875 Series A-2 Convertible Preferred Units (“Series A-2 Units”) held by Magnolia, convertible into 4,358,142 Common Units, 1,349,609 Common Units held by American Midstream GP, LLC, which is approximately 77% owned by High Point, and 618,921 Common Units held by Magnolia.

Note 2: Based on 68,346,633 Common Units outstanding, on an as-converted basis, which equals the sum of (a) 53,005,627 Common Units outstanding as of November 6, 2018, (b) 810,517 Common Units issued to Magnolia Infrastructure Holdings, LLC on December 10, 2018, (c) 10,172,347 Common Units issuable upon the conversion of Series A-l Units outstanding and (d) 4,358,142 Common Units issuable upon the conversion of Series A-2 Units outstanding.

Schedule 13D

CUSIP No. 02752P 100


1.		Name of Reporting Person JP Energy Development, L.P.
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds WC/OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Note 1: Represents 422,805 common units of the Issuer (“Common Units”) held by JP Energy Development, L.P.

Note 2: Based on 79,166,152 Common Units outstanding, on an as-converted basis, which equals the sum of (a) 53,005,627 Common Units outstanding as of November 6, 2018, (b) 810,517 Common Units issued to Magnolia Holdings on December 10, 2018, (c) 10,172,347 Common Units issuable upon the conversion of Series A-1 Units outstanding, (d) 4,358,142 Common Units issuable upon the conversion of Series A-2 Units outstanding, (e) 9,527,650 Common Units issuable upon the conversion of Series C Units outstanding and (f) 1,291,869 Common Units issuable upon exercise of the warrant issued to Magnolia Holdings by American Midstream Partners, LP, dated April 25, 2016.

Schedule 13D

CUSIP No. 02752P 100


1.		Name of Reporting Person Magnolia Infrastructure Holdings, LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds WC/OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Note 1: Represents 7,940,322 Series A-l Convertible Preferred Units (“Series A-1 Units”) held by High Point Infrastructure Partners, LLC (“High Point”), convertible into 10,172,347 common units of the Issuer (“Common Units”), which are indirectly owned by Magnolia Infrastructure Partners, LLC (“Magnolia”), 3,401,875 Series A-2 Convertible Preferred Units (“Series A-2 Units”) held by Magnolia, convertible into 4,358,142 Common Units, 9,514,330 Series C Convertible Preferred Units (“Series C Units”) held by Magnolia Infrastructure Holdings, LLC (“Magnolia Holdings”), convertible into 9,527,650 Common Units, 1,291,869 Common Units issuable upon exercise of the warrant issued to Magnolia Holdings by American Midstream Partners, LP, dated April 25, 2016, 10,141,137 Common Units held by Magnolia Holdings, 422,805 Common Units held by JP Energy Development, L.P., 1,349,609 Common Units held by American Midstream GP, LLC, which is approximately 77% owned by High Point and approximately 23% owned by AMID GP Holdings, LLC, which is approximately 93% owned by Magnolia Holdings, and 618,921 Common Units held by Magnolia, taking into account the transactions discussed in Item 3.

Schedule 13D

CUSIP No. 02752P 100

Schedule 13D

CUSIP No. 02752P 100


1.		Name of Reporting Person ArcLight Energy Partners Fund V, L.P.
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds WC/OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Note 1: Represents 7,940,322 Series A-l Convertible Preferred Units (“Series A-1 Units”) held by High Point Infrastructure Partners, LLC (“High Point”), convertible into 10,172,347 common units of the Issuer (“Common Units”), which are indirectly owned by Magnolia Infrastructure Partners, LLC (“Magnolia”), 3,401,875 Series A-2 Convertible Preferred Units (“Series A-2 Units”) held by Magnolia, convertible into 4,358,142 Common Units, 9,514,330 Series C Convertible Preferred Units (“Series C Units”) held by Magnolia Infrastructure Holdings, LLC (“Magnolia Holdings”), convertible into 9,527,650 Common Units, 1,291,869 Common Units issuable upon exercise of the warrant issued to Magnolia Holdings by American Midstream Partners, LP, dated April 25, 2016, 10,141,137 Common Units held by Magnolia Holdings, 422,805 Common Units held by JP Energy Development, L.P., 1,349,609 Common Units held by American Midstream GP, LLC, which is approximately 77% owned by High Point and approximately 23% owned by AMID GP Holdings, LLC, which is approximately 93% owned by Magnolia Holdings, 618,921 Common Units held by Magnolia and 2,853,482 Common Units held by Busbar II, LLC, taking into account the transactions discussed in Item 3.

Schedule 13D

CUSIP No. 02752P 100

2018, (c) 10,172,347 Common Units issuable upon the conversion of Series A-1 Units outstanding, (d) 4,358,142 Common Units issuable upon the conversion of Series A-2 Units outstanding, (e) 9,527,650 Common Units issuable upon the conversion of Series C Units outstanding and (f) 1,291,869 Common Units issuable upon exercise of the warrant issued to Magnolia Holdings by American Midstream Partners, LP, dated April 25, 2016.

Schedule 13D

CUSIP No. 02752P 100


1.		Name of Reporting Person ArcLight PEF GP V, LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds WC/OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Note 1: Represents 7,940,322 Series A-l Convertible Preferred Units (“Series A-1 Units”) held by High Point Infrastructure Partners, LLC (“High Point”), convertible into 10,172,347 common units of the Issuer (“Common Units”), which are indirectly owned by Magnolia Infrastructure Partners, LLC (“Magnolia”), 3,401,875 Series A-2 Convertible Preferred Units (“Series A-2 Units”) held by Magnolia, convertible into 4,358,142 Common Units, 9,514,330 Series C Convertible Preferred Units (“Series C Units”) held by Magnolia Infrastructure Holdings, LLC (“Magnolia Holdings”), convertible into 9,527,650 Common Units, 1,291,869 Common Units issuable upon exercise of the warrant issued to Magnolia Holdings by American Midstream Partners, LP, dated April 25, 2016, 10,141,137 Common Units held by Magnolia Holdings, 422,805 Common Units held by JP Energy Development, L.P., 1,349,609 Common Units held by American Midstream GP, LLC, which is approximately 77% owned by High Point and approximately 23% owned by AMID GP Holdings, LLC, which is approximately 93% owned by Magnolia Holdings, 618,921 Common Units held by Magnolia and 2,853,482 Common Units held by Busbar II, LLC, taking into account the transactions discussed in Item 3.

Schedule 13D

CUSIP No. 02752P 100

Schedule 13D

CUSIP No. 02752P 100


1.		Name of Reporting Person ArcLight Capital Holdings, LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds WC/OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Note 1: Represents 7,940,322 Series A-l Convertible Preferred Units (“Series A-1 Units”) held by High Point Infrastructure Partners, LLC (“High Point”), convertible into 10,172,347 common units of the Issuer (“Common Units”), which are indirectly owned by Magnolia Infrastructure Partners, LLC (“Magnolia”), 3,401,875 Series A-2 Convertible Preferred Units (“Series A-2 Units”) held by Magnolia, convertible into 4,358,142 Common Units, 9,514,330 Series C Convertible Preferred Units (“Series C Units”) held by Magnolia Infrastructure Holdings, LLC (“Magnolia Holdings”), convertible into 9,527,650 Common Units, 1,291,869 Common Units issuable upon exercise of the warrant issued to Magnolia Holdings by American Midstream Partners, LP, dated April 25, 2016, 10,141,137 Common Units held by Magnolia Holdings, 422,805 Common Units held by JP Energy Development, L.P., 1,349,609 Common Units held by American Midstream GP, LLC, which is approximately 77% owned by High Point and approximately 23% owned by AMID GP Holdings, LLC, which is approximately 93% owned by Magnolia Holdings, 618,921 Common Units held by Magnolia and 2,853,482 Common Units held by Busbar II, LLC, taking into account the transactions discussed in Item 3.

Schedule 13D

CUSIP No. 02752P 100

Schedule 13D

CUSIP No. 02752P 100


1.		Name of Reporting Person ArcLight Capital Partners, LLC
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds WC/OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Note 1: Represents 7,940,322 Series A-l Convertible Preferred Units (“Series A-1 Units”) held by High Point Infrastructure Partners, LLC (“High Point”), convertible into 10,172,347 common units of the Issuer (“Common Units”), which are indirectly owned by Magnolia Infrastructure Partners, LLC (“Magnolia”), 3,401,875 Series A-2 Convertible Preferred Units (“Series A-2 Units”) held by Magnolia, convertible into 4,358,142 Common Units, 9,514,330 Series C Convertible Preferred Units (“Series C Units”) held by Magnolia Infrastructure Holdings, LLC (“Magnolia Holdings”), convertible into 9,527,650 Common Units, 1,291,869 Common Units issuable upon exercise of the warrant issued to Magnolia Holdings by American Midstream Partners, LP, dated April 25, 2016, 10,141,137 Common Units held by Magnolia Holdings, 422,805 Common Units held by JP Energy Development, L.P., 1,349,609 Common Units held by American Midstream GP, LLC, which is approximately 77% owned by High Point and approximately 23% owned by AMID GP Holdings, LLC, which is approximately 93% owned by Magnolia Holdings, 618,921 Common Units held by Magnolia and 2,853,482 Common Units held by Busbar II, LLC, taking into account the transactions discussed in Item 3.

Schedule 13D

CUSIP No. 02752P 100

Schedule 13D

CUSIP No. 02752P 100


1.		Name of Reporting Person Daniel R. Revers
2.		Check the Appropriate Box if a Member of a Group (a) ☐ (b) ☒
3.		SEC Use Only
4.		Source of Funds WC/OO
5.		Check if Disclosure of Legal Proceedings is Required Pursuant to Item 2(d) or 2(e) ☐
6.		Citizenship or Place of Organization Delaware

Note 1: Represents 7,940,322 Series A-l Convertible Preferred Units (“Series A-1 Units”) held by High Point Infrastructure Partners, LLC (“High Point”), convertible into 10,172,347 common units of the Issuer (“Common Units”), which are indirectly owned by Magnolia Infrastructure Partners, LLC (“Magnolia”), 3,401,875 Series A-2 Convertible Preferred Units (“Series A-2 Units”) held by Magnolia, convertible into 4,358,142 Common Units, 9,514,330 Series C Convertible Preferred Units (“Series C Units”) held by Magnolia Infrastructure Holdings, LLC (“Magnolia Holdings”), convertible into 9,527,650 Common Units, 1,291,869 Common Units issuable upon exercise of the warrant issued to Magnolia Holdings by American Midstream Partners, LP, dated April 25, 2016, 10,141,137 Common Units held by Magnolia Holdings, 422,805 Common Units held by JP Energy Development, L.P., 1,349,609 Common Units held by American Midstream GP, LLC, which is approximately 77% owned by High Point and approximately 23% owned by AMID GP Holdings, LLC, which is approximately 93% owned by Magnolia Holdings, 618,921 Common Units held by Magnolia and 2,853,482 Common Units held by Busbar II, LLC, taking into account the transactions discussed in Item 3.

Schedule 13D

CUSIP No. 02752P 100

This Amendment No. 27 to Schedule 13D amends and supplements the Statement on Schedule 13D filed on May 3, 2013, as amended by Amendment No. 1 filed on November 14, 2014, Amendment No. 2 filed on February 17, 2015, Amendment No. 3 filed on April 3, 2015, Amendment No. 4 filed on May 15, 2015, Amendment No. 5 filed on August 18, 2015, Amendment No. 6 filed on August 19, 2015, Amendment No. 7 filed on September 17, 2015, Amendment No. 8 filed on November 18, 2015, Amendment No. 9 filed on December 22, 2015, Amendment No. 10 filed on January 6, 2016, Amendment No. 11 filed on January 11, 2016, Amendment No. 12 filed on February 1, 2016, Amendment No. 13 filed on February 24, 2016, Amendment No. 14 filed on April 27, 2016, Amendment No. 15 filed on May 18, 2016, Amendment No. 16 filed on November 3, 2016, Amendment No. 17 filed on December 6, 2016, Amendment No. 18 filed on March 8, 2017, Amendment No. 19 filed on August 18, 2017, Amendment No. 20 filed on October 12, 2017, Amendment No. 21 filed on August 20, 2018, Amendment No. 22 filed on September 28, 2018, Amendment No. 23 filed on December 6, 2018, Amendment No. 24 filed on December 11, 2018, Amendment No. 25 filed on January 3, 2019 and Amendment No. 26 filed on February 19, 2019 (as amended, this “Schedule 13D”), filed with respect to the common units representing limited partner interests (“Common Units”) of American Midstream Partners, LP (the “Issuer”).

Item 2.

Identity and Background.

Item 2 is hereby supplemented by adding JP Energy Development, L.P., (“JP Energy”) a wholly owned subsidiary of Magnolia Holdings, as a reporting person:

(a)

JP Energy is a Delaware limited partnership.

(b)

The principal business address of JP Energy is:

c/o ArcLight Capital Partners, LLC

200 Clarendon Street, 55th Floor

Boston, Massachusetts 02117

(c)

JP Energy is managed by its general partner, JP Energy Development GP LLC. JP Energy is controlled by Magnolia Holdings, a reporting person. The business of JP Energy is to own a minority interest in the Issuer.

(d)

JP Energy has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

JP Energy has not, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceedings was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

JP Energy is organized under the laws of the State of Delaware.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and supplemented by adding the following immediately after the last paragraph:

Agreement and Plan of Merger

Pursuant to the Agreement and Plan of Merger, dated as of March 17, 2019 (the “Merger Agreement”), by and among Anchor Midstream Acquisition, LLC (“Parent”), Anchor Midstream Merger Sub, LLC (“Merger Sub”), High Point, the Issuer and the General Partner, Merger Sub will be merged with and into the Issuer, with the Issuer continuing as the sole surviving entity and a direct wholly owned subsidiary of the General Partner and Parent, an indirect subsidiary of Fund V (the “Merger”).

Immediately prior to the Merger, High Point will cause 100% of its Series A-l Convertible Preferred Units to be converted into 10,172,347 Common Units, Magnolia will cause 100% of its Series A-2 Units to be converted into 4,358,142 Common Units and Magnolia Holdings will cause 100% of its Series C Units to be converted into 9,527,650 Common Units. In addition, immediately prior to the Merger, the Issuer will redeem the Notional General Partner Units (as defined in the Partnership Agreement) for 980,889 Common Units.

JP Energy Development, L.P., as a holder of 422,805 Common Units, will contribute such Common Units to Magnolia Holdings, immediately after which Magnolia Holdings, as a holder of 20,091,592 Common Units, Magnolia, as a holder of 4,977,106 Common Units and Busbar II, LLC, as a holder of 2,853,482 Common Units will contribute such Common Units to High Point, immediately after which High Point, as a holder of Common Units will contribute such Common Units to the General Partner, immediately after which the General Partner, as holder of 38,094,484 Common Units will contribute such Common Units to Parent.

The descriptions of the Merger and the Merger Agreement set forth and incorporated by reference in Item 4 below are incorporated by reference in their entirety into this Item 3.

Equity Commitment Letter

Concurrently with the execution of the Merger Agreement, Fund V entered into an equity commitment letter (the “Equity Commitment Letter”) with the General Partner, pursuant to which the Fund V committed to purchase, or cause the purchase of, at or immediately prior to the effective time of the Merger, equity interests the General Partner for an aggregate cash purchase price up to $204 million, which will be used by the General Partner to fund the Merger Consideration (as defined below) pursuant to and in accordance with the Merger Agreement and to pay the related expenses of the General Partner. Fund V may purchase, or cause the purchase of, equity interests of the General Partner directly or indirectly through one or more affiliated entities or co-investors designated by Fund V.

The foregoing description of the Equity Commitment Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Equity Commitment Letter, a copy of which is filed as Exhibit 3 to this Schedule 13D and is incorporated by reference in its entirety into this Item 3.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended and supplemented by adding the following immediately after the last paragraph:

As disclosed in Amendment No. 18 to this Schedule 13D, filed on March 8, 2017, under the terms of that certain Agreement and Plan of Merger, dated as of October 23, 2016 (the “JPE Merger Agreement”), by and among the Issuer, the General Partner, JPE, JPE Energy GP II LLC, Argo Merger Sub, LLC and Argo Merger GP Sub, LLC, all of the common units and all of the subordinated units of JPE held by Magnolia Holdings were converted into a total of 9,753,425 Common Units upon the completion of the acquisition of JPE by the Issuer. The information contained on the cover pages of Amendment No. 18 to this Schedule 13D, as well as subsequent amendments, erroneously excluded JP Energy as a reporting person and as a holder of Common Units. The information contained on the cover pages of this Amendment No. 27 to Schedule 13D reflects JP Energy as a reporting person and as a holder of Common Units.

The foregoing is a summary only and the terms and conditions of the JPE Merger Agreement are qualified in their entirety by reference to the full text of the JPE Merger Agreement.

Agreement and Plan of Merger

Pursuant to the Merger Agreement, Merger Sub will merge with and into Issuer, with Issuer surviving as a direct wholly owned subsidiary of the General Partner and Parent, an indirect subsidiary of Fund V.

Under the terms of the Merger Agreement, at the effective time of the Merger, each issued and outstanding Common Unit of Issuer, other than each Common Unit that is, as of the closing date of the Merger, held by Parent (the “Sponsor Units”), will convert into the right to receive $5.25 per Common Unit in cash without any interest thereon (the “Merger Consideration”). Each Sponsor Unit issued and outstanding immediately prior to the effective time of the Merger and the General Partner Interest (as defined in the Partnership Agreement) will be unaffected by the Merger and will be unchanged and remain outstanding, and no consideration will be delivered in respect thereof. The Incentive Distribution Rights (as defined in the Partnership Agreement) in Issuer issued and outstanding immediately prior to the effective time of the Merger will automatically be canceled and cease to exist, and no consideration will be delivered in respect thereof.

The Conflicts Committee of the board of directors of the General Partner (the “Conflicts Committee”) and the board of directors of the General Partner (acting based upon the recommendation of the Conflicts Committee) have (i) determined that each of the Merger, the Merger Agreement and the transactions contemplated thereby is in the best interests of Issuer and Issuer’s unaffiliated unitholders, (ii) approved the Merger Agreement and the transactions contemplated thereby, including

the Merger, and (iii) recommended that the board of directors of the General Partner approve the Merger Agreement, the execution, delivery and performance of the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger.

Issuer has agreed, subject to certain exceptions with respect to unsolicited proposals, not to directly or indirectly solicit competing acquisition proposals or to enter into discussions concerning, or provide confidential information in connection with, any alternative business combinations. However, the board of directors of the General Partner may, subject to certain conditions, change its recommendation in favor of adopting the Merger Agreement if the Conflicts Committee determines in good faith, after consultation with its financial advisor and outside counsel, that the failure to effect such a change in recommendation would be a breach of, or otherwise inconsistent with, the Conflict Committee’s duties under the Partnership Agreement or applicable law.

The Merger Agreement contains customary representations and warranties from the parties and each party has agreed to customary covenants, including, among others, covenants relating to (i) the conduct of business during the interim period between the execution of the Merger Agreement and the effective time of the Merger and (ii) the obligation to use commercially reasonable efforts to cause the Merger to be consummated.

Completion of the Merger is subject to certain customary conditions, including: (i) expiration or termination of applicable waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act, if any; (ii) there being no law or injunction prohibiting consummation of the transactions contemplated under the Merger Agreement (or any action by a governmental agency seeking such restraint); (iii) subject to specified materiality standards, the accuracy of certain representations and warranties of the other party; and (iv) compliance by the other party in all material respects with its covenants and obligations under the Merger Agreement.

The Merger Agreement provides for certain termination rights for both Parent and Issuer, including (i) by the mutual written agreement of Issuer (duly authorized by the Conflicts Committee) and Parent (duly authorized by High Point, in its capacity as sole manager of Parent); (ii) by either Parent or Issuer, if the Merger has not been consummated on or before July 31, 2019 (the “Outside Date”); (iii) by Parent, if (A) the Conflicts Committee makes an adverse change to its recommendation in favor of approving the Merger Agreement, (B) under certain conditions, there has been a material breach by Issuer or the General Partner of any of their respective representations, warranties, or covenants set forth in the Merger Agreement that is not cured or capable of being cured within the earlier of 30 days of notice of such breach or the Outside Date or (C) the Merger is prevented by certain final and non-appealable legal restraints; and (iv) by Issuer, if (A) under certain conditions, there has been a material breach by High Point, Parent or Merger Sub of any of their respective representations, warranties, or covenants set forth in the Merger Agreement that is not cured or capable of being cured within the earlier of 30 days of notice of such breach or the Outside Date; or (B) the Merger is prevented by certain final and non-appealable legal restraints or a governmental agency is seeking any such legal restraints. The Merger Agreement provides that upon termination of the Merger Agreement under certain circumstances, Parent will be obligated to pay Issuer a termination fee equal to $12,000,000 (the “Parent Termination Fee”). The Merger Agreement also provides that, upon termination of the Merger Agreement under certain circumstances, Issuer will be obligated to reimburse Parent for its expenses in an amount not to exceed $3,500,000. Additionally, the Merger Agreement provides that the parties to the Merger Agreement will be entitled to an injunction or injunctions to prevent breaches of the Merger Agreement and to enforce specifically the provisions of the Merger Agreement, including, to cause Parent to fund its equity financing commitment, under certain circumstances.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2 to this Schedule 13D and is incorporated by reference in its entirety into this Item 4.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information provided or incorporated by reference in each of Items 3 and 4 regarding the Merger Agreement and the Equity Commitment Letter, respectively, is hereby incorporated by reference herein.

Item 7.

Material to Be Filed as Exhibits.

See the Exhibit Index following the signature pages hereto.

SIGNATURES

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned hereby certifies that the information set forth in this statement is true, complete and correct.

Dated: March 18, 2019

AMERICAN MIDSTREAM GP, LLC

By its Class A Members:

AMID GP HOLDINGS, LLC

/s/ Daniel R. Revers

Daniel R. Revers, President

and

HIGH POINT INFRASTRUCTURE PARTNERS, LLC

/s/ Daniel R. Revers

Daniel R. Revers, President

AMID GP HOLDINGS, LLC

/s/ Daniel R. Revers

Daniel R. Revers, President

HIGH POINT INFRASTRUCTURE PARTNERS, LLC

/s/ Daniel R. Revers

Daniel R. Revers, President

MAGNOLIA INFRASTRUCTURE PARTNERS, LLC

/s/ Daniel R. Revers

Daniel R. Revers, President


JP ENERGY DEVELOPMENT, L.P.

By:		JP ENERGY DEVELOPMENT GP LLC, its general partner

/s/ Daniel R. Revers
Name:		Daniel R. Revers, President

MAGNOLIA INFRASTRUCTURE HOLDINGS, LLC

/s/ Daniel R. Revers
Daniel R. Revers, President


ARCLIGHT ENERGY PARTNERS FUND V, L.P.

By:		ArcLight PEF GP V, LLC, its General Partner
By:		ArcLight Capital Holdings, LLC, its Manager
By:		ACHP II, L.P., its Managing Member
By:		ACH GP, LLC, its General Partner

/s/ Daniel R. Revers
Daniel R. Revers, Manager

ARCLIGHT PEF GP V, LLC

By:		ArcLight Capital Holdings, LLC, its Manager
By:		ACHP II, L.P., its Managing Member
By:		ACH GP, LLC, its General Partner

/s/ Daniel R. Revers
Daniel R. Revers, Manager

ARCLIGHT CAPITAL HOLDINGS, LLC

By:		ACHP II, L.P., its Managing Member
By:		ACH GP, LLC, its General Partner

/s/ Daniel R. Revers
Daniel R. Revers, Manager

ARCLIGHT CAPITAL PARTNERS, LLC

/s/ Daniel R. Revers
Daniel R. Revers, Managing Partner

/s/ Daniel R. Revers
Daniel R. Revers

EXHIBIT INDEX


Exhibit Number		Description

1.		Joint Filing Agreement.

2.		Agreement and Plan of Merger, dated as of March 17, 2019, by and among Anchor Midstream Acquisition, LLC, Anchor Midstream Merger Sub, LLC, High Point Infrastructure Partners, LLC, American Midstream Partners, LP and American Midstream GP, LLC (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by the Issuer on March 18, 2019).

3.		Equity Commitment Letter, dated as of March 17, 2019, by ArcLight Energy Partners Fund V, L.P., and agreed and accepted by American Midstream GP, LLC.

EX-99.1 2 d725380dex991.htm EX-99.1 EX-99.1

Exhibit 1

Joint Filing Agreement

The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1). Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of them is responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.

In accordance with Rule 13d-1(k)(1) promulgated under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other on behalf of each of them of such a statement on Schedule 13D with respect to the common units beneficially owned by each of them, of American Midstream Partners, L.P. This Joint Filing Agreement shall be included as an Exhibit to such Schedule 13D.

IN WITNESS WHEREOF, the undersigned hereby execute this Joint Filing Agreement as of the 18th day of March, 2019.

AMERICAN MIDSTREAM GP, LLC

By its Class A Members:

AMID GP HOLDINGS, LLC

/s/ Daniel R. Revers

Daniel R. Revers, President

and

HIGH POINT INFRASTRUCTURE PARTNERS, LLC

/s/ Daniel R. Revers

Daniel R. Revers, President

AMID GP HOLDINGS, LLC

/s/ Daniel R. Revers

Daniel R. Revers, President

HIGH POINT INFRASTRUCTURE PARTNERS, LLC

/s/ Daniel R. Revers

Daniel R. Revers, President

MAGNOLIA INFRASTRUCTURE PARTNERS, LLC

/s/ Daniel R. Revers

Daniel R. Revers, President

JP ENERGY DEVELOPMENT, L.P.

By: JP ENERGY DEVELOPMENT GP LLC, its general partner

/s/ Daniel R. Revers

Name: Daniel R. Revers, President

MAGNOLIA INFRASTRUCTURE HOLDINGS, LLC

/s/ Daniel R. Revers

Daniel R. Revers, President

ARCLIGHT ENERGY PARTNERS FUND V, L.P.

By: ArcLight PEF GP V, LLC, its General Partner

By: ArcLight Capital Holdings, LLC, its Manager

By: ACHP II, L.P., its Managing Member

By: ACH GP, LLC, its General Partner

/s/ Daniel R. Revers

Daniel R. Revers, Manager

ARCLIGHT PEF GP V, LLC

By: ArcLight Capital Holdings, LLC, its Manager

By: ACHP II, L.P., its Managing Member

By: ACH GP, LLC, its General Partner

/s/ Daniel R. Revers

Daniel R. Revers, Manager

ARCLIGHT CAPITAL HOLDINGS, LLC

By: ACHP II, L.P., its Managing Member

By: ACH GP, LLC, its General Partner

/s/ Daniel R. Revers

Daniel R. Revers, Manager

ARCLIGHT CAPITAL PARTNERS, LLC

/s/ Daniel R. Revers

Daniel R. Revers, Managing Partner

/s/ Daniel R. Revers

Daniel R. Revers

EX-99.3 3 d725380dex993.htm EX-99.3 EX-99.3

Exhibit 3

Execution Version

ARCLIGHT ENERGY PARTNERS FUND V, L.P.

March 17, 2019

Anchor Midstream Acquisition, LLC

c/o ArcLight Capital Partners, LLC

200 Clarendon Street, 55th Floor

Boston, MA 02116

Ladies and Gentlemen:

This letter agreement sets forth the commitment of ArcLight Energy Partners Fund V, L.P., a Delaware limited partnership (the “Sponsor”), on the terms and subject to the conditions described below, to purchase, or cause the purchase of, the equity of Anchor Midstream Acquisition, LLC, a Delaware limited liability company (“Parent”). It is contemplated that, pursuant to the Agreement and Plan of Merger (as amended, restated, supplemented or otherwise modified from time to time, the “Merger Agreement”) entered into concurrently herewith by and among Parent, Anchor Midstream Merger Sub, LLC, a Delaware limited liability company (“Merger Sub”), High Point Infrastructure Partners, LLC, a Delaware limited liability company (“HPIP”), American Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and American Midstream GP, LLC, a Delaware limited liability company that is the general partner of the Partnership (the “Partnership GP”), Parent will acquire the limited partnership interests of the Partnership that HPIP and its Affiliates do not already own by effecting a merger of Merger Sub with and into the Partnership, with the Partnership surviving as the surviving entity and a subsidiary of Parent, in accordance with the terms and conditions set forth in the Merger Agreement (together with the other transactions contemplated by the Merger Agreement, the “Transaction”). This letter agreement is being delivered to Parent as an express condition to, and to induce the Partnership and the Partnership GP to enter into, the Merger Agreement. Capitalized terms used but not defined herein have the meanings given to such terms in the Merger Agreement.

1. Commitment. The Sponsor hereby commits, on the terms and subject to the conditions set forth in this letter agreement, at the Closing, to purchase, or cause the purchase of, equity of Parent for an aggregate cash purchase price equal to $203,837,855.00 (the “Commitment”), solely for the purpose of providing sufficient cash for Parent to fund the full amount of Merger Consideration and any other amounts payable by Parent pursuant to, and in accordance with, the Merger Agreement and to pay the related expenses of Parent and Merger Sub. The Sponsor will not, under any circumstances, be obligated to contribute more than the Commitment for the equity of Parent. Notwithstanding anything to the contrary contained herein, in no event shall the liability of the Sponsor hereunder exceed the amount of the Commitment. The Sponsor may effect the purchase of the equity of Parent directly or indirectly through one or more affiliated entities or other co-investors designated by the Sponsor and may structure the funding of such amounts into Parent through one or more intermediate entities and in the form of equity (preferred or otherwise) or debt; provided, no such action will reduce the

amount of the Commitment, affect the timing of the Transaction or otherwise affect the obligations of the Sponsor under this letter agreement. In the event that Parent does not require all of the Commitment in order to consummate the Transaction, the amount to be funded under this letter agreement may be reduced by the amount of such unnecessary funding as determined by the Sponsor; provided, no such reduction will affect the timing of the Transaction or otherwise affect the obligations of the Sponsor under this letter agreement.

2. Conditions. The Commitment, including the obligation of the Sponsor to fund the Commitment, shall be subject to (i) the satisfaction in full or waiver of all of the conditions set forth in Section 7.1 and Section 7.2 of the Merger Agreement (other than those conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions) and (ii) the concurrent consummation of the Closing in accordance with the terms of the Merger Agreement, which may be enforced by the Partnership or Partnership GP under, and subject to the conditions in, Section 9.8(b) of the Merger Agreement and subject to Section 3 hereof.

3. Enforceability. Except as provided in the immediately following sentence, this letter agreement may be enforced only by Parent at the direction of the Sponsor, and, nothing set forth in this letter agreement shall be construed to confer upon or give to the Partnership, the Partnership GP or any other Person (including Parent’s, Merger Sub’s, the Partnership’s and the Partnership GP’s respective direct and indirect creditors), other than the parties hereto and their respective successors and permitted assigns, any benefits, rights or remedies under or by reason of this letter agreement, or any rights to enforce the Commitment or to cause Parent to enforce the Commitment. Notwithstanding the foregoing, if the Partnership or the Partnership GP is entitled to specific performance in accordance with Section 9.8(b) of the Merger Agreement to cause the Commitment to be funded, the Partnership or the Partnership GP may enforce Parent’s right to cause the Commitment to be funded by the Sponsor without the direction of the Sponsor, and in such event and solely to such extent each of the Partnership or the Partnership GP will be deemed an express third-party beneficiary of Parent’s rights under this letter agreement. For the avoidance of doubt, the Partnership or the Partnership GP may pursue enforcement of its rights under both this letter agreement and that certain Limited Guarantee by the Sponsor in favor of the Partnership (the “Limited Guarantee”), or either of them; provided, that the Partnership or the Partnership GP shall only be entitled to actually enforce its rights under either this letter agreement or the Limited Guarantee. The exercise by Parent, the Partnership or the Partnership GP of any right to enforce this letter agreement does not give rise to any other remedies, monetary or otherwise.

4. No Modification; Entire Agreement. This letter agreement may be amended, modified, waived and supplemented only by written agreement of the parties hereto, provided, however, that this letter agreement may not be amended, modified, waived or supplemented unless such amendment, modification, waiver or supplement is approved by the GP Conflicts Committee. This letter agreement, the Limited Guarantee and the Merger Agreement embody the entire agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein, and supersedes all prior agreements and understandings among the parties hereto with respect to such subject matter and supersedes any letters, memoranda or other documents or communications, whether oral, written or electronic, submitted or made by any party or any of its Affiliates or Representatives to any other party or any of its Affiliates or Representatives.

5. Governing Law; Submission to Jurisdiction; Waiver of Jury Trial

(a) This letter agreement shall be governed by and construed and enforced in accordance with the Laws of the State of New York without giving effect to the choice of law principles thereof that would cause another State’s laws to apply.

(b) Each party (i) agrees that it will not bring or support any action, cause of action, claim, cross-claim or third-party claim of any kind or description, whether in law or in equity, whether in contract or in tort or otherwise, in any way relating to this letter agreement in any forum other than exclusively in the Supreme Court of the State of New York, or, if under applicable Law, exclusive jurisdiction is vested in the federal courts, the United States District Court for the Southern District of New York (and appellate courts thereof), (ii) submits for itself and its property with respect to any such action to the exclusive jurisdiction of such courts, (iii) waives and hereby irrevocable waives, to the fullest extent permitted by Law, any objection which it may now or hereafter have to the laying of venue of, and the defense of an inconvenient forum to the maintenance of, any such action in any such court and (iv) agrees that a final judgment in any such action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law.

(c) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS LETTER AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO HEREBY (i) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HERETO HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (ii) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER INTO THIS LETTER AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 5.

6. Counterparts. This letter agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page of this letter agreement by facsimile transmission or other electronic transmission shall be effective as delivery of a manually executed counterpart of this letter agreement.

7. No Third-Party Beneficiaries. This letter agreement is solely for the benefit of the parties hereto and their respective successors and permitted assigns, and this letter agreement shall not otherwise be deemed to confer upon or give to any other Person any right, claim, cause of action, or other interest herein, except (i) with respect to the Partnership and the Partnership GP, as set forth in Sections 3, 8 and 10 hereof, and (ii) with respect to the GP Conflicts Committee, as set forth in Section 4 hereof.

8. Confidentiality. This letter agreement is being provided to Parent (and made available to the Partnership and the Partnership GP) solely in connection with the Merger Agreement. This letter agreement may not be used, circulated (other than to the Partnership or

the Partnership GP), quoted or otherwise referred to in any document (other than the Merger Agreement and the Limited Guarantee), except with the written consent of the Sponsor; provided, that no such written consent shall be required for any disclosure of this letter agreement (i) to the Affiliates and Representatives of the Sponsor, Parent, the Partnership and the Partnership GP with a need to know in connection with the transactions contemplated by the Merger Agreement, (ii) to the extent required by Law, any Governmental Authority or the applicable rules or regulations of any applicable stock exchange or (iii) in connection with any claim or litigation relating to this letter agreement or the Merger Agreement or the transactions contemplated hereby or thereby.

9. Termination. The obligation of the Sponsor to fund the Commitment will terminate automatically and immediately upon the earliest to occur of (a) the Closing and the funding in full by the Sponsor of the Commitment (as may be reduced in accordance with Section 1) in accordance with the terms of this letter agreement (at which point the obligations hereunder shall be discharged in full), (b) the termination of the Merger Agreement in accordance with its terms, (c) except to the extent of the Partnership’s or the Partnership GP’s rights to enforce the terms of this letter agreement as set forth herein, the commencement by the Partnership, the Partnership GP or any of their respective Affiliates, directly or indirectly, of any legal proceeding asserting any claim under or in connection with the Merger Agreement, the Limited Guarantee, this letter agreement or any of the transactions contemplated hereby or thereby against the Sponsor or any of its Affiliates in violation of Section 10 hereof (other than any claim by the Partnership seeking specific performance against (i) Parent or Merger Sub under the Merger Agreement or (ii) against Sponsor under the Limited Guarantee, in each case pursuant to the terms thereof), (d) the payment by Parent of the Parent Termination Fee pursuant to Section 8.2(b) of the Merger Agreement in full and final satisfaction of all amounts in respect of such obligation and (e) the date that is 18 months from the date of this letter agreement. Upon termination of this letter agreement, the Sponsor shall not have any further obligations or liabilities hereunder.

10. No Recourse. Notwithstanding anything that may be expressed or implied in this letter agreement, or any document or instrument delivered in connection herewith, by its acceptance of the benefits of this letter agreement, Parent covenants, agrees and acknowledges that no Person other than Parent, the Sponsor and Merger Sub has any liability, obligation or commitment of any nature, known or unknown, whether due or to become due, absolute, contingent or otherwise, hereunder and that, notwithstanding that the Sponsor or any of its successors or permitted assigns may be limited partnerships, Parent has no right of recovery under this letter agreement or under any document or instrument delivered in connection herewith, or for any claim (whether in tort, contract or otherwise) based on, in respect of, or by reason of, such obligations or their creation, the transactions contemplated hereby or in respect of any oral representations made or alleged to be made in connection herewith, against, and no personal liability whatsoever shall attach to, be imposed upon or be incurred by, any former, current or future equity holders, controlling persons, incorporators, directors, officers, employees, advisors, agents, representatives, Affiliates (other than any assignee to which this letter agreement is assigned pursuant to Section 13 hereof), members, managers or general or limited partners of the Sponsor or any former, current or future stockholder, controlling person, incorporator, director, officer, employee, advisor, general or limited partner, member, manager, Affiliate (other than any assignee to which this letter agreement is assigned pursuant Section 13 hereof), financing source, portfolio company, representative or agent of any of the foregoing and

their successors or assigns (collectively, but expressly not including Parent, the Sponsor or Merger Sub, each a “Non-Recourse Party”), whether by the enforcement of any assessment or by any legal or equitable proceeding, by virtue of any statute, regulation or applicable Law, or otherwise, it being expressly agreed and acknowledged that no personal liability whatsoever shall attach to, be imposed on or otherwise be incurred by any Non-Recourse Party, as such, for any obligations of the Sponsor or any of its successors or permitted assignees under this letter agreement or any documents or instruments delivered in connection herewith or for any claim based on, in respect of, or by reason of such obligation or their creation.

11. Headings. The descriptive headings used herein are inserted as a matter of convenience of reference only, and shall not control or affect the meaning or construction of any of the terms or provisions of this letter agreement.

12. Severability. If any term or other provision of this letter agreement is invalid, illegal or incapable of being enforced by any Law or public policy, all other conditions and provisions of this letter agreement shall nevertheless remain in full force and effect so long as the economic or legal substance of the Transaction is not materially affected in any manner adverse to any party hereto; provided, however that this letter agreement may not be enforced without giving effect to the limitation of the Commitment amount, and the provisions of Section 9 and Section 10. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties hereto shall negotiate in good faith to modify this letter agreement so as to effect the original intent of the parties hereto as closely as possible in order that the Transaction be consummated as originally contemplated to the greatest extent possible.

13. Assignment. This letter agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but neither this letter agreement nor any of the rights, interests or obligations hereunder shall be transferred or assigned, by operation of law or otherwise, by any of the parties hereto without the prior written consent of the other party hereto; provided, that the Sponsor may transfer its rights and obligations under this letter agreement, in whole or in part, without the prior written consent of the other party hereto to one or more Affiliate(s) of the Sponsor that agree to assume the Sponsor’s obligations hereunder; provided, further, that (a) the Sponsor shall remain obligated to perform its obligations hereunder to the extent not performed by such Person(s) and (b) prior written notice of such transfer is provided to Parent; provided, further, that for any transfer or assignment that requires the prior written consent of the Partnership GP, such written consent must be approved by the GP Conflicts Committee. Any purported transfer or assignment in contravention of the foregoing sentence shall be null and void ab initio and without legal effect on the rights and obligations of the parties hereto.

14. Representations and Warranties. The Sponsor hereby represents and warrants as of the date hereof that:

(a) it is a limited partnership duly organized, validly existing and in good standing under the Laws of the State of Delaware;

(b) it has full limited partnership power and authority to execute and deliver this letter agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby.

(c) the execution and delivery by the Sponsor of this letter agreement, and the performance by the Sponsor of its obligations hereunder have been duly and validly authorized by all requisite limited partnership action by the Sponsor.

(d) this letter agreement has been duly executed and delivered by the Sponsor and, assuming the due authorization, execution and delivery by Parent, constitutes a legal, valid and binding obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms, subject, as to enforceability, to bankruptcy, insolvency and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

(e) the execution and delivery by the Sponsor of this letter agreement do not, and the performance by the Sponsor of its obligations hereunder will not (i) conflict with or violate any terms, conditions or provisions of the Sponsor’s Organizational Documents, (ii) conflict with or violate any term or provision of any Law applicable to the Sponsor or its assets, or (iii) conflict with or constitute (with due notice or lapse of time or both) a default (or give rise to any right of termination, cancellation or acceleration) under any material written Contract that is legally binding by which the Sponsor or any of its properties or assets is bound, except, in the case of clauses (ii) and (iii), for such conflicts, violations or defaults (or rights of termination, cancellation or acceleration) which would not, individually or in the aggregate, reasonably be expected to prevent, restrict or materially delay the ability of the Sponsor to perform its obligations under this letter agreement or to consummate the transactions contemplated hereby;

(f) no filing, application or registration with, or consent, authorization or approval of or other action by any Governmental Authority or third Person is, or will be, necessary for the valid execution and delivery of this letter agreement, the performance by the Sponsor of its obligations hereunder or the consummation by the Sponsor of the transactions contemplated hereby, except where the failure to make or obtain such filings, applications, registrations, consents, authorizations or approvals would not, individually or in the aggregate, reasonably be expected to prevent, restrict or materially delay the ability of the Sponsor to perform its obligations under this letter agreement or to consummate the transactions contemplated hereby;

(g) assuming that this letter agreement constitutes a valid and binding agreement of Parent, this letter agreement is enforceable against the Sponsor in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, arrangement, moratorium or other similar Laws now or hereafter in effect relating to or affecting creditors’ rights generally, and general equitable principles (whether considered in a proceeding in equity or at Law); and

(h) the Sponsor has the financial capacity to pay and perform its obligations under this letter agreement, and all funds necessary for the Sponsor to fulfill its obligations under this letter agreement shall be available to Parent (or its successors or permitted assigns pursuant to Section 13 hereof) for so long as this letter agreement shall remain in effect in accordance with Section 9 hereof.

[Signature page follows.]


Sincerely,

ARCLIGHT ENERGY PARTNERS FUND V, L.P.

By:		ArcLight PEF GP V, LLC, its General Partner

By:		ArcLight Capital Holdings, LLC, its Manager

By:		ACHP II, L.P., its Managing Manager

By:		ACH GP, LLC, its General Partner

By:		/s/ Daniel R. Revers
Name:		Daniel R. Revers
Title:		Manager

Agreed to and accepted:


ANCHOR MIDSTREAM ACQUISITION, LLC

By:		/s/ Daniel R. Revers
Name:		Daniel. R. Revers
Title:		President

Signature Page to Equity Commitment Letter