UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 28)*

 

 

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 28, 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
Number of Shares Beneficially Owned by Each Reporting Person With				7.		Sole Voting Power   0
				8.		Shared Voting Power   11,521,956 (See Note 1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   11,521,956 (See Note 1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   11,521,956 (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   18.0% (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 (the “General Partner”) and 7,940,322 Series A-l Convertible Preferred Units (“Series A-l Units”) convertible into 10,172,347 Common Units held by the General Partner.

Note 2: Based on 63,988,461 Common Units outstanding, 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   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   11,521,956 (See Note 1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   11,521,956 (See Note 1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   11,521,956 (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   18.0% (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 14% owned by AMID GP Holdings, LLC (the “General Partner”) and 7,940,322 Series A-l Convertible Preferred Units (“Series A-l Units”) convertible into 10,172,347 Common Units held by the General Partner.

Note 2: Based on 63,988,461 Common Units outstanding, 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   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   11,521,956 (See Note 1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   11,521,956 (See Note 1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   11,521,956 (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   18.0% (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 “General Partner”), which is approximately 86% owned by High Point Infrastructure Partners, LLC and 7,940,322 Series A-l Convertible Preferred Units (“Series A-l Units”) convertible into 10,172,347 Common Units held by the General Partner.

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
Number of Shares Beneficially Owned by Each Reporting Person With:				7.		Sole Voting Power   0
				8.		Shared Voting Power   16,499,019 (See Note 1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   16,499,019 (See Note 1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   16,499,019 (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   24.1% (See Note 2)
14.		Type of Reporting Person   OO (Limited Liability Company)

Note 1: Represents 7,940,322 Series A-1 Convertible Preferred Units (“Series A-1 Units”) held by American Midstream GP, LLC (the “General Partner”), which is approximately 86% owned 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 the General Partner, which is approximately 86% 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
Number of Shares Beneficially Owned by Each Reporting Person With:				7.		Sole Voting Power   0
				8.		Shared Voting Power   422,805 (See Note 1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   422,805 (See Note 1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   422,805 (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   0.5% (See Note 2)
14.		Type of Reporting Person   PN

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
Number of Shares Beneficially Owned by Each Reporting Person With:				7.		Sole Voting Power   0
				8.		Shared Voting Power   37,882,480 (See Note 1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   37,882,480 (See Note 1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   37,882,480 (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   47.9% (See Note 2)
14.		Type of Reporting Person   OO (Limited Liability Company)

Note 1: Represents 7,940,322 Series A-l Convertible Preferred Units (“Series A-1 Units”) held by American Midstream GP, LLC (the “General Partner”), which is approximately 86% owned 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 the General Partner, which is approximately 86% owned by High Point, and approximately 14% 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 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   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   40,735,962 (See Note 1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   40,735,962 (See Note 1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   40,735,962 (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   51.5% (See Note 2)
14.		Type of Reporting Person   PN

Note 1: Represents 7,940,322 Series A-l Convertible Preferred Units (“Series A-1 Units”) held by American Midstream GP, LLC (the “General Partner”), which is approximately 86% owned 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 the General Partner, which is approximately 86% owned by High Point, and approximately 14% 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 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   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   40,735,962 (See Note 1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   40,735,962 (See Note 1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   40,735,962 (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   51.5% (See Note 2)
14.		Type of Reporting Person   OO (Limited Liability Company)

Note 1: Represents 7,940,322 Series A-l Convertible Preferred Units (“Series A-1 Units”) held by American Midstream GP, LLC (the “General Partner”), which is approximately 86% owned 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 the General Partner, which is approximately 86% owned by High Point, and approximately 14% 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 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   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   40,735,962 (See Note 1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   40,735,962 (See Note 1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   40,735,962 (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   51.5% (See Note 2)
14.		Type of Reporting Person   OO (Limited Liability Company)

Note 1: Represents 7,940,322 Series A-l Convertible Preferred Units (“Series A-1 Units”) held by American Midstream GP, LLC (the “General Partner”), which is approximately 86% owned 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 the General Partner, which is approximately 86% owned by High Point, and approximately 14% 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 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   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   40,735,962 (See Note 1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   40,735,962 (See Note 1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   40,735,962 (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   51.5% (See Note 2)
14.		Type of Reporting Person   OO (Limited Liability Company)

Note 1: Represents 7,940,322 Series A-l Convertible Preferred Units (“Series A-1 Units”) held by American Midstream GP, LLC (the “General Partner”), which is approximately 86% owned 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 the General Partner, which is approximately 86% owned by High Point, and approximately 14% 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 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   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   40,735,962 (See Note 1)
				9.		Sole Dispositive Power   0
				10.		Shared Dispositive Power   40,735,962 (See Note 1)
11.		Aggregate Amount Beneficially Owned by Each Reporting Person   40,735,962 (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   51.5% (See Note 2)
14.		Type of Reporting Person   IN

Note 1: Represents 7,940,322 Series A-l Convertible Preferred Units (“Series A-1 Units”) held by American Midstream GP, LLC (the “General Partner”), which is approximately 86% owned 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 the General Partner, which is approximately 86% owned by High Point, and approximately 14% 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 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.

This Amendment No. 28 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, Amendment No. 26 filed on February 19, 2019 and Amendment No. 27 filed on March 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 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:

On March 28, 2019, High Point contributed 7,940,322 Series A-l Convertible Preferred Units to the General Partner as a contribution to capital (the “Series A-1 Contribution”) pursuant to the Contribution Agreement, dated as of March 28, 2019 (the “Series A-1 Contribution Agreement”), by and between High Point and the General Partner. The Series A-1 Contribution Agreement was entered into in connection with certain pre-closing transactions in connection with the Merger Agreement.

The descriptions of the Series A-1 Contribution and the Series A-1 Contribution Agreement set forth and incorporated by reference in Item 4 below are incorporated by reference in their 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:

Series A-1 Contribution Agreement

On March 28, 2019, High Point consummated the Series A-1 Contribution Agreement, pursuant to which High Point and the General Partner effected the Series A-1 Contribution.

The foregoing description of the Series A-1 Contribution Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Series A-1 Contribution Agreement, a copy of which is filed as Exhibit 1 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 Series A-1 Contribution Agreement is hereby incorporated by reference herein.

 

Item 7.

Material to Be Filed as Exhibits.

See the Exhibit Index following the signature pages hereto.

 

1

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 29, 2019

 

EXHIBIT INDEX

 

Exhibit Number		Description
1.		Capital Contribution Agreement, dated as of March 28, 2019, by and between High Point Infrastructure Partners, LLC and American Midstream GP, LLC.

Exhibit 1

Execution Version

CAPITAL CONTRIBUTION AGREEMENT

THIS CAPITAL CONTRIBUTION AGREEMENT, dated as of March 28, 2019 (this “Agreement”), is entered into by and between High Point Infrastructure Partners, LLC, a Delaware limited liability company (“HPIP”), and American Midstream GP, LLC, a Delaware limited liability company (“AMID GP”, and together with HPIP, collectively, the “Parties”, and each, a “Party”).

WHEREAS, pursuant to the Fourth Amended and Restated Limited Liability Company Agreement of AMID GP, dated as of August 10, 2017 (the “GP LLC Agreement”), HPIP, as the holder of a majority of the Class A Membership Interests (as defined in the GP LLC Agreement), has the exclusive authority over the internal business and affairs of AMID GP that do not relate to the management and control of the business and affairs of American Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), and its subsidiaries;

WHEREAS, HPIP owns all of the outstanding Series A-1 Convertible Preferred Units (the “Series A-1 Partnership Units”) of the Partnership;

WHEREAS, HPIP desires to contribute to AMID GP the Series A-1 Partnership Units as a capital contribution (the “Series A-1 Contribution”), which capital contribution will be made in exchange for a 21.074% Class A Membership Interest in AMID GP (the “Issued Class A Membership Percentage”);

WHEREAS, the net agreed value of the Series A-1 Contribution is $120,931,104.06 (the “Net Agreed Value”); and

WHEREAS, in accordance with Section 4.1 of the GP LLC Agreement, HPIP may make an additional Capital Contribution (as defined in the GP LLC Agreement) to AMID GP in exchange for additional Class A Membership Interests in compliance with Section 3.1(f) of the GP LLC Agreement, and HPIP has determined that the Series A-1 Contribution is being made in compliance with Section 3.1(f) of the GP LLC Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants, representations and warranties contained herein, the Parties hereto hereby agree as follows:

 

1.

Contribution and Acceptance of Series A-1 Contribution. In accordance with the terms and conditions of the GP LLC Agreement, HPIP hereby contributes the Series A-1 Partnership Units to AMID GP as a capital contribution, and AMID GP hereby receives and accepts from HPIP the Series A-1 Partnership Units as a capital contribution in an amount equal to the Net Agreed Value and issues to HPIP the Issued Class A Membership Percentage. The Class A Members (as defined in the GP LLC Agreement) hereby provide the revisions to Exhibit A to the GP LLC Agreement attached hereto as Exhibit A, which reflect the issuance of the Issued Class A Membership Percentage in exchange for the Series A-1 Partnership Units.

 

2.

Binding Effect; Benefits. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. Nothing in this Agreement, express or implied, is intended or shall be construed to give any Person other than the Parties or their respective successors or assigns any legal or equitable right, remedy or claim under or in respect of any agreement or any provision contained herein.

3.	Amendment. This Agreement may not be altered, modified or amended except by a written instrument signed by each Party.

 

4.	Severability. In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

 

5.	Sections and Other Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretation of this Agreement.

 

6.

Counterparts; Delivery by Facsimile. This Agreement may be executed in one or more counterparts, all of which taken together shall constitute one and the same instrument. This Agreement, the agreements referred to herein, to the extent signed and delivered by means of a facsimile machine or email, will be treated in all manner and respects as an original agreement or instrument and will be considered to have the same binding legal effect as if it were the original signed version thereof delivered in person.

 

7.	Governing Law. This Agreement shall be governed by and construed in accordance with the Laws of the State of Delaware, without regard to its conflicts of laws principles.

 

8.	Further Assurances. The Parties hereto shall execute and deliver all documents, provide all information, and take or refrain from taking such actions as may be reasonably necessary or appropriate to achieve the purposes of this Agreement.

[Signature Page Follows]

*            *             *            *            *

 

2

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

 

HIGH POINT INFRASTRUCTURE PARTNERS, LLC

By:		/s/ Daniel R. Revers
Name:		Daniel R. Revers
Title:		President
AMERICAN MIDSTREAM GP, LLC

By:		High Point Infrastructure Partners, LLC, its majority Class A Member

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

 

Signature Page to Contribution Agreement - HPIP

EXHIBIT A

 

I.	Class A Membership Interest

 

Member		Class A Membership Interest				Sharing Percentage (Before Class C Payout)
High Point Infrastructure Partners, LLC			85.762	%			85.762	%
AMID GP Holdings, LLC			14.238	%			14.238	%

 

*	Sharing Percentages shown above are subject to reduction after Class C Payout on account of the Class C Membership Interest

 

II.	Class C Membership Interest

 

Member		Number of Class C Units				Sharing Percentage (After Class C Payout)
LB3 Services			100				8.5	%

 

Exhibit A