UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 1, 2011

AMERICAN MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)

 
					
Delaware	 	001-35257	 	27-0855785	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification No.)	

1614 15th Street, Suite 300
Denver, Colorado 80202	 	80202	
(Address of principal executive offices)	 	(Zip Code)	
Registrant’s telephone number, including area code: (720) 457-6060
Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	
 
¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	
 
¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))	
 
¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

 

Item 2.01 Completion of Acquisition or Disposition of Assets.
On December 1, 2011, American Midstream Partners, LP (the “Partnership”) completed its acquisition, effective as of November 1, 2011, of a 50.0% undivided interest in the Burns Point Gas Plan in St. Mary Parish, Louisiana from Marathon Oil Company (the “Seller”) at a purchase price of $35.5 million in cash, subject to certain adjustments as provided for in the Purchase and Sale Agreement, dated November 15, 2011, between the Seller and the Partnership. The Partnership drew down on its revolving credit facility to fund the purchase price.
Item 8.01. Other Events.
On December 1, 2011, the Partnership issued a press release announcing the completion of the acquisition described under Item 2.01 of this Current Report on Form 8-K. A copy of the press release   is attached as Exhibit 99.1 to this Current Report on
Form 8-K and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(a) — (b) Financial Statements of Businesses Acquired; Pro Forma Financial Information.
Pursuant to Item 9.01(a)(4) and Item 9.01(b)(2) of Form 8-K, the Partnership will amend this filing not later than 71 calendar days after December 7, 2011 to file the financial statements required by Rule 3-05(b) of Regulation S-X and Article 11 of
Regulation S-X.
(d) Exhibits.
See “Index to Exhibits” attached to this Current Report on Form 8-K, which is incorporated by reference herein.

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	 		 	American Midstream Partners, LP	
			
	 		 	By : American Midstream GP, LLC,
       its General Partner	
				
Date: December 6, 2011	 		 	By:	 	/s/ William B. Mathews	
	 		 	Name:	 	William B. Mathews	
	 		 	Title:	 	Secretary, General Counsel and Vice President of
Legal Affairs	

Exhibit Index

Exhibit
Number	  	Description	
		
99.1	  	American Midstream Partners, LP press release dated December 1, 2011.	

Exhibit 99.1

FOR IMMEDIATE RELEASE:
American Midstream Partners, LP Completes Acquisition of 50%
Interest in Burns Point Gas Plant
DENVER, CO –December 1, 2011– American Midstream Partners, LP (NYSE: AMID) announced today that it has completed the acquisition of a 50% interest in the Burns Point Gas Plant (“Burns Point”) from Marathon Oil Company, a wholly owned subsidiary of Marathon Oil Corporation (NYSE: MRO), for $35.5 million in cash. As previously announced, management expects to recommend to the Board of Directors of American Midstream’s general partner an increase of $0.02 in the quarterly distribution per unit.
Burns Point is a cryogenic processing plant located in St. Mary Parish, Louisiana. Enterprise Gas Processing LLC, an affiliate of Enterprise Products Partners (“Enterprise”), is the operator of the plant and owns the remaining 50% interest. Burns Point processes raw gas sourced offshore from American Midstream’s Quivira system, from the Gulf South Pipeline and from other onshore producers. The residue gas from the plant is transported via pipeline to Gulf South Pipeline and Tennessee Gas Pipeline, while the natural gas liquids (“NGLs”) are transported via pipeline to an Enterprise-operated fractionator. The plant capacity is currently 165 million cubic feet per day.
“We are pleased to have completed our first accretive acquisition less than 5 months after our initial public offering,” said Brian Bierbach, President and Chief Executive Officer of American Midstream. “As previously stated, this acquisition enhances our existing assets, further solidifies our presence in an important system and is accretive to our unitholders.”
About American Midstream Partners
Denver-based American Midstream Partners is a growth-oriented limited partnership formed to own, operate, develop and acquire a diversified portfolio of natural gas midstream energy assets. The company provides midstream services in the Gulf Coast and Southeast regions of the United States. For more information about American Midstream Partners, visit www.americanmidstream.com.

Forward Looking Statements
This press includes forward-looking statements. These statements relate to, among other things, projections of operational volumetrics and improvements, growth projects, cash flows and capital expenditures. We have used the words “anticipate”, “believe”, “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “should”, “will”, “potential” 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. Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. Actual results and trends in the future may differ materially from those suggested or implied by the forward-looking statements depending on a variety of factors which are described in greater detail in our filings with the SEC. Please see our Risk Factor disclosures included in our prospectus dated July 26, 2011 that was filed with the SEC on July 27, 2011. 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. We undertake no obligation to update any information contained herein or to publicly release the results of any revisions to any forward-looking statements that may be made to reflect events or circumstances that occur, or that we become aware of, after the date of this press release.