Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant
Supplemental Indenture
In connection with the closing of their previously announced merger (the
Merger
), on March 8, 2017, American Midstream
Partners, LP (
AMID
), JP Energy Partners LP (
JPE
) and certain of JPEs subsidiaries surviving the Merger (the
JPE Entities
and together with JPE, the
Guarantors
) and
Wells Fargo Bank, National Association, as trustee, entered into a supplemental indenture (the
Supplemental Indenture
) pursuant to which the Guarantors jointly and severally, fully and unconditionally, guaranteed AMIDs $300
million aggregate principal amount of 8.50% senior unsecured notes due 2021 on an unsubordinated, unsecured basis.
The foregoing
description of the Supplemental Indenture is not complete and is qualified in its entirety by reference to the full and complete terms of the Supplemental Indenture, which is attached to this Current Report on Form 8-K as Exhibit 4.1.
Second Amended Credit Agreement
In
connection with the Merger, on March 8, 2017, AMID, American Midstream, LLC (the
Company
), Blackwater Investments, Inc. (the
Blackwater Borrower
, and together with the Company, the
Borrowers
)
entered into a Second Amended and Restated Credit Agreement with Bank of America, N.A., as Administrative Agent, Collateral Agent and L/C Issuer, Wells Fargo Bank, National Association, as Syndication Agent, Bank of Montreal, Capital One National
Association, Citibank, N.A., Suntrust Bank, Natixis, New York Branch, ABN AMRO Capital USA LLC, Barclays Bank PLC, Royal Bank of Canada, Santander Bank, N.A. and BNP Paribas acted as Co-Documentation Agents, Merrill Lynch Pierce, Fenner & Smith
Incorporated and Wells Fargo Securities, LLC, as joint lead arrangers and joint book managers, and the lenders party thereto (the
Second Amended Credit Agreement
).
By entering into the Second Amended Credit Agreement, the Company amended its existing credit facility to increase its borrowing capacity
thereunder from $750 million to $900 million and to provide for an accordion feature that will permit, subject to the customary conditions, the borrowing capacity under the facility to be increased to a maximum of $1.1 billion. The $900 million in
lending commitments under the Second Amended Credit Agreement includes a $30 million sublimit for borrowings by the Blackwater Borrower and a $100 million sublimit for standby letters of credit, which was increased in this Second Amended Credit
Agreement from $50 million. The Second Amended Credit Agreement matures on September 5, 2019.
The Second Amended Credit Agreement
facilitates the joinder to the credit facility of the Guarantors and adjusts certain covenants, representations and warranties under the credit facility to support the Guarantors.
All obligations under the Second Amended Credit Agreement and the guarantees of those obligations are secured, subject to certain exceptions,
by a first-priority lien on and security interest in substantially all of the Borrowers assets and the assets of all, subject to certain exceptions, existing and future subsidiaries, including the Guarantors, and all of the capital stock of
AMIDs existing and future subsidiaries.
The foregoing descriptions of the Second Amended Credit Agreement is not complete and is
qualified in its entirety by reference to the full and complete terms of the Second Amended Credit Agreement, which is attached to this Current Report on Form 8-K as Exhibit 10.1.