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):  November 19, 2014

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.)	
1400 16th Street, Suite 310
Denver, Colorado   
(Address of principal executive offices)	80202  
(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 7.01 Regulation FD Disclosure.
Pursuant to Treasury Regulation (26 C.F.R.) Section 301.6223(g)-1, American Midstream Partners, LP (the “ Partnership ”), hereby notifies the Partnership’s unitholders that the Internal Revenue Service (the “ IRS ”) intends to commence an audit of the Partnership’s 2012 partnership tax return. The Partnership understands this to be a routine audit of various items of partnership income, gain, deductions, losses and credits. The audit is in its preliminary stages so it is not known whether the IRS will propose any adjustments to the Partnership’s tax returns, whether such adjustments would be material, or how such adjustments would affect unitholders. The Partnership is making this disclosure, on behalf of the Partnership’s Tax Matters Partner, to satisfy the IRS requirement that a copy of the Notice of Beginning of Administrative Proceeding (the “ NBAP ”) be provided to certain of the Partnership’s partners. The Partnership, through its Tax Matters Partner and tax advisers, will cooperate with the IRS examiners auditing the Partnership’s 2012 partnership tax return.
A copy of the NBAP is being furnished and is attached as Exhibit 99.1 hereto and incorporated into this Item 7.01 by reference. In accordance with General Instruction B.2 of Form 8-K, the NBAP shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and such exhibits be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
    
Cautionary Statements regarding Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements as defined under the federal securities laws, including statements regarding the NBAP. Although management believes that expectations reflected in such forward-looking statements are reasonable, no assurance can be given that such expectations will prove to be correct. In addition, these statements are subject to certain risks, uncertainties, and other assumptions that are difficult to predict and may be beyond the Partnership’s control, including certain factors described in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2013 filed on March 11, 2014 and Quarterly Reports on Form 10-Q for the quarters ended March 31, 2014, filed on May 12, 2014, June 30, 2014, filed on August 11, 2014 and September 30, 2014, filed on October 10, 2014.

Investors are encouraged to closely consider the disclosures and risk factors contained in the Partnership’s periodic reports filed from time to time with the Securities and Exchange Commission. The statements made in this Current Report on Form 8-K speak only as of the date hereof. The Partnership undertakes no obligation, unless otherwise required by law, to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
EXHIBIT INDEX

			
Exhibit No.	 	Description	
99.1	 	American Midstream Partners, L.P. Notice of Beginning of Administrative Proceeding for Tax Year Ended December 31, 2012.

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: November 19, 2014	 	 	 	By:	 	/s/ Daniel C. Campbell	
 	 	 	 	Name:	 	Daniel C. Campbell	
 	 	 	 	Title:	 	Senior Vice President and Chief Financial Officer	

Exhibit Index

	
			
Exhibit No.	 	Description	
99.1	 	American Midstream Partners, L.P. Notice of Beginning of Administrative Proceeding for Tax Year Ended December 31, 2012.

	
			
Internal Revenue Service	 	Department of the Treasury	
Large Business and International	 	 	
1999 Broadway	 	Date:	
Denver, CO 80202	 	10/2/2014	
 	 	Taxpayer Identification Number:	
TAX MATTERS PARTNER	 	Name of Partnership:	
American Midstream Partners LP	 	American Midstream Partners LP	
1400 16th Street	 	Partnership ID Number:	
Suite 310	 	27-0855785	
Denver, CO 80202	 	Tax Year Ended:	
 	 	201212	
 	 	Person to Contact:	
 	 	Colleen O'Malley	
 	 	Employee identification Number:	
 	 	07-04869	
 	 	Contact Hours:	
 	 	7:00 AM to 4:30 PM	
 	 	Telephone Number (not toll free):	
 	 	303-603-3874	
                                
Notice of beginning of administrative proceeding
We're starting our audit of your partnership's federal tax return
By law, we're required to notify you that we're beginning our audit of your partnership's federal tax return. As a partner, you may already be aware of this audit, which we'll conduct with your partnership's Tax Matters Partner.
What you need to do
During the audit, most of our communication will be directly with your partnership's Tax Matters Partner. It's your responsibility to regularly communicate with your Tax Matters Partner to stay informed about the audit's progress. Our records show that the most recent address for the partnership where you can contact your Tax Matters Partner is:
American Midstream GP LLC
Tom Brock
1400 16th Street
Suite 310
Denver, CO 80202

Keep in mind that the results of the audit will apply to all partners, even if you choose to stay uninformed, or your Tax Matters Partner doesn't keep you updated. Please contact your Tax Matters Partner if you'd like to participate in this audit.

If you're the Tax Matters Partner
As a Tax Matters Partner, you're required to keep all partners informed of any IRS proceedings and related court cases. Additionally, you must provide us with the name, address, profits interest, and Taxpayer Identification number for each person who was a partner during the tax year that we're auditing. If you haven't already provided this information, or if it needs to be updated, please send it to the IRS address shown on this letter. The responsibilities of the Tax Matters Partner are set forth in Treasury Regulation (26 C.F.R.) §30 1.6223(g)-1.
If you're a pass-thru partner
All pass-thru partners, including estates, trusts, S corporations, partnerships, or nominees of another person, are required to send a copy of this notice to anyone who holds an interest in your entity. You must send a copy within 30 days of receiving this notice. For more information on the responsibilities of pass-thru partners, see Treasury Regulation (26 C.F.R) Section 301.6223(h)-1.
What to expect
Because you're a partner, your own return may be affected if we make any adjustments to the partnership's return as a result of the audit. Your share of interest in the partnership will determine how much your return may be affected by any adjustments. We'll notify you if we make any partnership-related adjustments.
Additional information
• Visit www.irs.gov and search for ''tax matters partner." You can also find the following online:
- Publication I, Your Rights as a Taxpayer
- Publication 541, Partnerships
• Keep this notice for your records.
If you have questions, you may write or call the IRS contact person whose name, address and telephone number are listed at the top of this letter. If you write, please enclose a copy of this letter, and include your telephone number with the most convenient time for us to call you. If our number is outside of your local calling area, there may be a long distance charge.
Sincerely,
/s/ Colleen O’Malley

Colleen O’Malley
Revenue Agent

Letter 1787 (Rev. 12-2011)
Catalog Number 62157C