UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 25)*

 

 

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)

January 2, 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 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.

 

 

 

CUSIP No. 02752P 100		SCHEDULE 13D

 

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

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   1,349,609 (See Note 1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   1,349,609 (See Note 1)

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,349,609 (See Note 1)
12.		Check if the Aggregate Amount in Row 11 Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   2.5% (See Note 2)
14.		Type of Reporting Person   OO (Limited Liability Company)

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.

CUSIP No. 02752P 100		SCHEDULE 13D

 

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

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   1,349,609 (See Note 1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   1,349,609 (See Note 1)

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   1,349,609 (See Note 1)
12.		Check if the Aggregate Amount in Row 11 Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   2.5% (See Note 2)
14.		Type of Reporting Person   OO (Limited Liability Company)

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.

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.

CUSIP No. 02752P 100		SCHEDULE 13D

 

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

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   11,223,778 (See Note 1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   11,223,778 (See Note 1)

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   11,223,778 (See Note 1)
12.		Check if the Aggregate Amount in Row 11 Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   17.6% (See Note 2)
14.		Type of Reporting Person   OO (Limited Liability Company)

Note 1: Represents 7,707,571 Series A-l Convertible Preferred Units (“Series A-l Units”) held by High Point Infrastructure Partners, LLC (“High Point”), convertible into 9,874,169 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 63,690,313 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) 9,874,169 Common Units issuable upon the conversion of Series A-l Units outstanding.

CUSIP No. 02752P 100		SCHEDULE 13D

 

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

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   16,073,094 (See Note 1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   16,073,094 (See Note 1)

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   16,073,094 (See Note 1)
12.		Check if the Aggregate Amount in Row 11 Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   23.7% (See Note 2)
14.		Type of Reporting Person   OO (Limited Liability Company)

Note 1: Represents 7,707,571 Series A-1 Convertible Preferred Units (“Series A-1 Units”) held by High Point Infrastructure Partners, LLC (“High Point”), convertible into 9,874,169 common units of the Issuer (“Common Units”), which are indirectly owned by Magnolia Infrastructure Partners, LLC (“Magnolia”), 3,302,158 Series A-2 Convertible Preferred Units (“Series A-2 Units”) held by Magnolia, convertible into 4,230,395 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 67,920,708 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) 9,874,169 Common Units issuable upon the conversion of Series A-l Units outstanding and (d) 4,230,395 Common Units issuable upon the conversion of Series A-2 Units outstanding.

CUSIP No. 02752P 100		SCHEDULE 13D

 

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

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   37,183,485 (See Note 1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   37,183,485 (See Note 1)

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   37,183,485 (See Note 1)
12.		Check if the Aggregate Amount in Row 11 Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   47.4% (See Note 2)
14.		Type of Reporting Person   OO (Limited Liability Company)

Note 1: Represents 7,707,571 Series A-l Convertible Preferred Units (“Series A-1 Units”) held by High Point Infrastructure Partners, LLC (“High Point”), convertible into 9,874,169 common units of the Issuer (“Common Units”), which are indirectly owned by Magnolia Infrastructure Partners, LLC (“Magnolia”), 3,302,158 Series A-2 Convertible Preferred Units (“Series A-2 Units”) held by Magnolia, convertible into 4,230,395 Common Units, 9,241,642 Series C Convertible Preferred Units (“Series C Units”) held by Magnolia Infrastructure Holdings, LLC (“Magnolia Holdings”), convertible into 9,254,580 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, 10,563,942 Common Units held by Magnolia Holdings, 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.

Note 2: Based on 78,467,157 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) 9,874,169 Common Units issuable upon the conversion of Series A-1 Units outstanding, (d) 4,230,395 Common Units issuable upon the conversion of Series A-2 Units outstanding, (e) 9,254,580 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.

CUSIP No. 02752P 100		SCHEDULE 13D

 

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

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   40,036,967 (See Note 1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   40,036,967 (See Note 1)

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   40,036,967 (See Note 1)
12.		Check if the Aggregate Amount in Row 11 Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   51.0% (See Note 2)
14.		Type of Reporting Person   PN

Note 1: Represents 7,707,571 Series A-l Convertible Preferred Units (“Series A-1 Units”) held by High Point Infrastructure Partners, LLC (“High Point”), convertible into 9,874,169 common units of the Issuer (“Common Units”), which are indirectly owned by Magnolia Infrastructure Partners, LLC (“Magnolia”), 3,302,158 Series A-2 Convertible Preferred Units (“Series A-2 Units”) held by Magnolia, convertible into 4,230,395 Common Units, 9,241,642 Series C Convertible Preferred Units (“Series C Units”) held by Magnolia Infrastructure Holdings, LLC (“Magnolia Holdings”), convertible into 9,254,580 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, 10,563,942 Common Units held by Magnolia Holdings, 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.

Note 2: Based on 78,467,157 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) 9,874,169 Common Units issuable upon the conversion of Series A-1 Units outstanding, (d) 4,230,395 Common Units issuable upon the conversion of Series A-2 Units outstanding, (e) 9,254,580 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.

CUSIP No. 02752P 100		SCHEDULE 13D

 

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

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   40,036,967 (See Note 1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   40,036,967 (See Note 1)

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   40,036,967 (See Note 1)
12.		Check if the Aggregate Amount in Row 11 Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   51.0% (See Note 2)
14.		Type of Reporting Person   OO (Limited Liability Company)

Note 1: Represents 7,707,571 Series A-l Convertible Preferred Units (“Series A-1 Units”) held by High Point Infrastructure Partners, LLC (“High Point”), convertible into 9,874,169 common units of the Issuer (“Common Units”), which are indirectly owned by Magnolia Infrastructure Partners, LLC (“Magnolia”), 3,302,158 Series A-2 Convertible Preferred Units (“Series A-2 Units”) held by Magnolia, convertible into 4,230,395 Common Units, 9,241,642 Series C Convertible Preferred Units (“Series C Units”) held by Magnolia Infrastructure Holdings, LLC (“Magnolia Holdings”), convertible into 9,254,580 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, 10,563,942 Common Units held by Magnolia Holdings, 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.

Note 2: Based on 78,467,157 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) 9,874,169 Common Units issuable upon the conversion of Series A-1 Units outstanding, (d) 4,230,395 Common Units issuable upon the conversion of Series A-2 Units outstanding, (e) 9,254,580 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.

CUSIP No. 02752P 100		SCHEDULE 13D

 

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

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   40,036,967 (See Note 1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   40,036,967 (See Note 1)

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   40,036,967 (See Note 1)
12.		Check if the Aggregate Amount in Row 11 Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   51.0% (See Note 2)
14.		Type of Reporting Person   OO (Limited Liability Company)

Note 1: Represents 7,707,571 Series A-l Convertible Preferred Units (“Series A-1 Units”) held by High Point Infrastructure Partners, LLC (“High Point”), convertible into 9,874,169 common units of the Issuer (“Common Units”), which are indirectly owned by Magnolia Infrastructure Partners, LLC (“Magnolia”), 3,302,158 Series A-2 Convertible Preferred Units (“Series A-2 Units”) held by Magnolia, convertible into 4,230,395 Common Units, 9,241,642 Series C Convertible Preferred Units (“Series C Units”) held by Magnolia Infrastructure Holdings, LLC (“Magnolia Holdings”), convertible into 9,254,580 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, 10,563,942 Common Units held by Magnolia Holdings, 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.

Note 2: Based on 78,467,157 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) 9,874,169 Common Units issuable upon the conversion of Series A-1 Units outstanding, (d) 4,230,395 Common Units issuable upon the conversion of Series A-2 Units outstanding, (e) 9,254,580 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.

CUSIP No. 02752P 100		SCHEDULE 13D

 

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

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   40,036,967 (See Note 1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   40,036,967 (See Note 1)

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   40,036,967 (See Note 1)
12.		Check if the Aggregate Amount in Row 11 Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   51.0% (See Note 2)
14.		Type of Reporting Person   OO (Limited Liability Company)

Note 1: Represents 7,707,571 Series A-l Convertible Preferred Units (“Series A-1 Units”) held by High Point Infrastructure Partners, LLC (“High Point”), convertible into 9,874,169 common units of the Issuer (“Common Units”), which are indirectly owned by Magnolia Infrastructure Partners, LLC (“Magnolia”), 3,302,158 Series A-2 Convertible Preferred Units (“Series A-2 Units”) held by Magnolia, convertible into 4,230,395 Common Units, 9,241,642 Series C Convertible Preferred Units (“Series C Units”) held by Magnolia Infrastructure Holdings, LLC (“Magnolia Holdings”), convertible into 9,254,580 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, 10,563,942 Common Units held by Magnolia Holdings, 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.

Note 2: Based on 78,467,157 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) 9,874,169 Common Units issuable upon the conversion of Series A-1 Units outstanding, (d) 4,230,395 Common Units issuable upon the conversion of Series A-2 Units outstanding, (e) 9,254,580 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.

CUSIP No. 02752P 100		SCHEDULE 13D

 

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

Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   40,036,967 (See Note 1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   40,036,967 (See Note 1)

11.		Aggregate Amount Beneficially Owned by Each Reporting Person   40,036,967 (See Note 1)
12.		Check if the Aggregate Amount in Row 11 Excludes Certain Shares   ☐
13.		Percent of Class Represented by Amount in Row 11   51.0% (See Note 2)
14.		Type of Reporting Person   IN

Note 1: Represents 7,707,571 Series A-l Convertible Preferred Units (“Series A-1 Units”) held by High Point Infrastructure Partners, LLC (“High Point”), convertible into 9,874,169 common units of the Issuer (“Common Units”), which are indirectly owned by Magnolia Infrastructure Partners, LLC (“Magnolia”), 3,302,158 Series A-2 Convertible Preferred Units (“Series A-2 Units”) held by Magnolia, convertible into 4,230,395 Common Units, 9,241,642 Series C Convertible Preferred Units (“Series C Units”) held by Magnolia Infrastructure Holdings, LLC (“Magnolia Holdings”), convertible into 9,254,580 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, 10,563,942 Common Units held by Magnolia Holdings, 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.

Note 2: Based on 78,467,157 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) 9,874,169 Common Units issuable upon the conversion of Series A-1 Units outstanding, (d) 4,230,395 Common Units issuable upon the conversion of Series A-2 Units outstanding, (e) 9,254,580 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.

This Amendment No. 25 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 and Amendment No. 24 filed on December 11, 2018 (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 4.

Purpose of Transaction.

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

On January 2, 2019, Magnolia Infrastructure Holdings, LLC (“Magnolia Holdings”) delivered a non-binding offer revising the Offer Letter (the “Revised Offer Letter”) to members of the conflicts committee of the board of directors of American Midstream GP, LLC to acquire all of the issued and outstanding publicly held Common Units of the Issuer that are not directly owned by Magnolia Holdings or any of its affiliates in exchange for $4.50 in cash for each such Common Unit. The foregoing description of the Revised Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Revised Offer Letter, which is filed as Exhibit 1 hereto and is incorporated by reference in its entirety into this Item 4.

 

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: January 3, 2019

 

EXHIBIT INDEX

 

Exhibit Number		Description
1.		Offer Letter, dated January 2, 2019.

Exhibit 1

Privileged & Confidential

Magnolia Infrastructure Holdings, LLC

c/o ArcLight Capital Partners, LLC

200 Clarendon Street, 55^th Floor

Boston, MA 02116

January 2, 2019

American Midstream Partners, LP

c/o American Midstream GP, LLC, its general partner

2103 CityWest Blvd.

Building #4, Suite 800

Houston, TX 77042

 

Attn:

Members of the Conflicts Committee of the Board of Directors of American Midstream GP, LLC (the “Conflicts Committee”)

 

Re:	Possible acquisition of all outstanding publicly held Common Units of

American Midstream Partners, LP

Ladies and Gentlemen:

Reference is made to the non-binding offer, dated September 27, 2018 (the “Original Non-Binding Offer”), made by Magnolia Infrastructure Holdings, LLC (“Magnolia”), a subsidiary of ArcLight Energy Partners Fund V, L.P., regarding a possible transaction pursuant to which a subsidiary of Magnolia (“ArcLight SPV”) would acquire all of the outstanding Common Units of American Midstream Partners, LP (“AMID”) not already owned by Magnolia and/or certain of its affiliates (the “Transaction”).

We appreciate the time spent and efforts made by the Conflicts Committee and its advisors so far to facilitate our due diligence and a review of AMID’s business in connection with the potential Transaction. As you are aware, since the date of the Original Non-Binding Offer, the U.S. financial and M&A markets and the commodity markets have all experienced a significant decline, which have negatively impacted AMID’s business and leverage situation, as evidenced by the significant collapse in the trading price of AMID Common Units materially below the price set forth in the Original Non-Binding Offer. In light of these events, and subject to the negotiation and execution of a definitive agreement containing terms and conditions customary for a transaction of the type set out in this letter, we are submitting this revised non-binding offer (this “Revised Non-Binding Offer”) to reaffirm our interests in executing the Transaction and to revise our offer price to $4.50 in cash in exchange for each issued and outstanding publicly held Common Unit of AMID that is not directly owned by Magnolia and its affiliates.

The proposed structure of the Transaction, and the key assumptions on which the principal terms set forth above are based, remain as set forth in the Original Non-Binding Offer. The delivery of this Revised Non-Binding Offer to AMID has been approved by the ArcLight Investment Committee. On Thursday, January 3, 2019, Magnolia and certain of its affiliates intend to file an amended Schedule 13D as required under applicable securities laws and regulations and issue a press release, which such filing and press release will disclose this Revised Non-Binding Offer.

This Revised Non-Binding Offer is not intended to, and does not, constitute or create any legally binding obligations or liabilities on the part of Magnolia or any of its affiliates. A binding obligation of Magnolia (or any of its affiliates) to effect the Transaction shall be created only upon the execution and delivery by ArcLight SPV and AMID of a definitive agreement (the “Definitive Agreement”) setting forth all of the terms and conditions relevant to the Transaction. The Original Non-Binding Offer is hereby withdrawn, and Magnolia and its affiliates reserve their right to withdraw this Revised Non-Binding Offer at any time, for any reason, at Magnolia’s sole discretion.

Magnolia is well positioned to negotiate and complete the Transaction, including obtaining any required financing, in an expeditious manner. After receipt of this Revised Non-Binding Offer and, if this Revised Non-Binding Offer is acceptable to AMID, Magnolia and its affiliates are prepared to begin negotiating the Definitive Agreement and any related agreements with AMID in respect to the Transaction.

We look forward to receiving AMID’s response to this Revised Non-Binding Offer and stand prepared to continue the discussion of our analysis of the potential Transaction with the Conflicts Committee and its advisors and any other representatives of AMID at AMID’s convenience. This Revised Non-Binding Offer shall expire on January 31, 2019.

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