HOUSTON, May 28, 2019 /PRNewswire/ -- American
Midstream Partners, LP (NYSE: AMID) ("American Midstream" or the
"Partnership") today announced that it and American Midstream
Finance Corporation (together with the Partnership, the "Issuers")
have extended the expiration time for the previously announced
consent solicitation (the "Consent Solicitation") to 5:00 p.m., New York
City time, on May 31, 2019, unless extended or earlier
terminated (the "Expiration Date"). All other terms and conditions
of the Consent Solicitation, as described in the Consent
Solicitation Statement (as defined below) remain unchanged and in
effect.
As previously announced, the Issuers are soliciting consents
from holders of their $425,000,000
aggregate principal amount of outstanding 8.500% Senior Notes due
2021 (the "Notes") to amend (the "Proposed Amendments") certain
provisions of the indenture governing the Notes. The Proposed
Amendments to the indenture will eliminate the requirement to file
certain reports with the U.S. Securities and Exchange Commission
(the "SEC") upon consummation of the pending merger (the "merger")
with an affiliate of ArcLight Energy Partners Fund V, L.P.
("ArcLight") and will remove certain other requirements that will
no longer be applicable to the Partnership following the
Partnership's expected conversion from a limited partnership into a
member-managed limited liability company, which is expected to
occur after consummation of the merger.
Adoption of the Proposed Amendments requires the consent of
holders of at least a majority in aggregate principal amount of the
outstanding Notes (the "Requisite Consents"). Consents may be
revoked at any time up to, but will become irrevocable upon, the
earlier of the execution and delivery of the Proposed Amendments
(which is expected to be promptly after receipt of the Requisite
Consents) or the Expiration Date. If the Requisite Consents are
received, then upon execution of the Proposed Amendments,
consummation of the merger and payment of the consent fee, the
Proposed Amendments will be operative and binding upon all holders
of the Notes, regardless of whether such holders have delivered
consents.
The Consent Solicitation will expire at 5:00 p.m., New York
City time, on the Expiration Date, unless extended or
earlier terminated. Only holders of record of the Notes as of
5:00 p.m., New York City time, on May 17, 2019, are eligible to deliver consents to
the Proposed Amendments in the Consent Solicitation. Substantially
concurrently with the consummation of the merger, the Issuers will
pay an aggregate consent payment of $1,062,500 for the benefit of holders of the
Notes, on a pro rata basis, who delivered valid and unrevoked
consents to the Proposed Amendments on or prior to the Expiration
Date.
The Consent Solicitation is being made solely on the terms and
subject to the conditions set forth in the Consent Solicitation
Statement, dated May 20, 2019 (the
"Consent Solicitation Statement"). A more complete description of
the Consent Solicitation and the Proposed Amendments can be found
in the Consent Solicitation Statement. The effectiveness of the
Proposed Amendments is subject to a number of conditions. The
Issuers may, in their sole discretion, terminate, amend or extend
the Consent Solicitation at any time as set forth in the Consent
Solicitation Statement.
The Issuers have retained D.F. King & Co., Inc. to serve as
information agent and tabulation agent for the Consent
Solicitation. Questions concerning the terms of the Consent
Solicitation and requests for copies of the Consent Solicitation
Statement and the form of consent should be directed to D.F. King
& Co., Inc. at (212) 269-5550 (collect) or (800) 870-0653 (toll
free), or via email at amid@dfking.com. Wells Fargo Securities is
serving as solicitation agent for the Consent Solicitation.
Questions regarding the Consent Solicitation may be directed to
Wells Fargo Securities, at (704) 410-4756 (collect) or (866)
309-6316 (toll free).
This announcement does not constitute a solicitation of consents
of holders of the Notes and shall not be deemed a solicitation of
consents with respect to any other securities
of the Partnership or its subsidiaries. No recommendation
is being made as to whether holders of the Notes should consent to
the Proposed Amendments. The solicitation of consents is not being
made in any jurisdiction in which, or to or from any person to or
from whom, it is unlawful to make such solicitation under
applicable state or foreign securities or "blue sky" laws.
About American Midstream Partners, LP
American Midstream Partners, LP is a limited partnership formed
to provide critical midstream infrastructure that links producers
of natural gas, crude oil, NGLs, condensate and specialty chemicals
to end-use markets. American Midstream's assets are strategically
located in some of the most prolific offshore and onshore basins in
the Permian, Eagle Ford, East
Texas, Bakken and Gulf Coast. American Midstream owns or has
an ownership interest in approximately 5,100 miles of interstate
and intrastate pipelines, as well as ownership in gas processing
plants, fractionation facilities, an offshore semisubmersible
floating production system with nameplate processing capacity of 90
MBbl/d of crude oil and 220 MMcf/d of natural gas and terminal
sites with approximately 3.0 MMBbls of storage capacity.
For more information about American Midstream Partners, LP,
visit: www.americanmidstream.com. The content of the website is not
part of this release.
Forward-Looking Statements
This press release includes "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of
1995, Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended,
including statements related to the Partnership's expectations
regarding the timing, terms and results of the merger and SEC
reporting following the merger. We have used the words "could,"
"expect," "intend," "may," "will," "potential," "would," "plan" and
similar terms and phrases to identify forward-looking statements in
this press release. Although we believe the assumptions upon which
these forward-looking statements are based are reasonable, any of
these assumptions could prove to be inaccurate and the
forward-looking statements based on these assumptions could be
incorrect. Many of the factors that will determine these results
are beyond our ability to control or predict. These factors include
actions by ArcLight, lenders, regulatory agencies, and other third
parties, changes in market conditions, and information described in
our public disclosure and filings with the SEC, including the risk
factors described in Part I, Item 1A. in our Annual Report on Form
10-K for the year ended December 31,
2018, filed with the SEC on April 1,
2019. All future written and oral forward-looking statements
attributable to us or persons acting on our behalf are expressly
qualified in their entirety by the previous statements. The
forward-looking statements herein speak as of the date of this
press release. We undertake no obligation to update such statements
for any reason, except as required by law.
Investor Contact
American Midstream Partners, LP
Mark Schuck
Director of Investor Relations
(346) 241-3497
ir@americanmidstream.com
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SOURCE American Midstream Partners, LP