As filed with the Securities and Exchange Commission on March 5, 2015
Registration Nos. 333-183818-
333-183818-19

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
POST-EFFECTIVE AMENDMENT NO. 4
 
TO
 
FORM S-3
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
AMERICAN MIDSTREAM PARTNERS, LP
AMERICAN MIDSTREAM FINANCE CORPORATION
(and each of the subsidiary guarantor co-registrants identified in the table below)
(Exact name of registrant as specified in charter)

Delaware
Delaware	 	27-0855785
30-0748810	
(State or other jurisdiction of
incorporation or organization)	 	(I.R.S. Employer
Identification Number)	
 
1400 16th Street
Suite 310
Denver Co 80202
(720) 457-6060
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
 
Daniel C. Campbell
1400 16th Street
Suite 310
Denver Co 80202
(720) 457-6060
(Name, address, including zip code, and telephone number, including area code, of agent for service)
 
Copy to:
Lucy Stark, Esq.
Scott A. Berdan
Holland & Hart LLP
555 17th Street, Suite 3200
Denver, Colorado 80202
(303) 295-8000
 
Approximate date of commencement of proposed sale to the public: Not applicable.  Termination of Registration Statement and deregistration of related securities not sold pursuant to this Registration Statement.
 
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: o
 
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: o
 
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
 
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. o
 
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	 	o	 	Accelerated filer	x	
 	 	 	 	 	 	
Non-accelerated filer	 	o   (Do not check if a smaller reporting company)	 	Smaller reporting company	o	
 
CO-REGISTRANTS

Exact Name of Co-Registrant as Specified in its Charter(1)	 	State or Other
Jurisdiction of
Incorporation or Organization	 	I.R.S. Employer
Identification Number	
American Midstream, LLC	 	Delaware	 	27-0855925	
American Midstream Chatom, LLC	 	Delaware	 	80-0828650	
American Midstream Chatom Unit 1, LLC	 	Delaware	 	45-5558282	
American Midstream Chatom Unit 2, LLC	 	Delaware	 	90-0862302	
American Midstream Marketing, LLC	 	Delaware	 	27-0856071	
American Midstream (Burns Point), LLC	 	Delaware	 	38-3858165	
American Midstream (Alabama Gathering), LLC	 	Alabama	 	72-1347862	
American Midstream (Alabama Intrastate), LLC	 	Alabama	 	63-1010510	
American Midstream (AlaTenn), LLC	 	Alabama	 	63-0272062	
American Midstream (Bamagas Intrastate), LLC	 	Delaware	 	76-0646547	
American Midstream (Louisiana Intrastate), LLC	 	Delaware	 	71-0890796	
American Midstream (Midla), LLC	 	Delaware	 	72-0460300	
American Midstream (Mississippi), LLC	 	Delaware	 	71-0890799	
American Midstream (SIGCO Intrastate)	 	Delaware	 	72-1533364	
American Midstream (Tennessee River), LLC	 	Alabama	 	63-0935012	
American Midstream Offshore (Seacrest), LP	 	Texas	 	52-2384543	
American Midstream Onshore Pipelines, LLC	 	Delaware	 	76-0410558	
Mid Louisiana Gas Transmission, LLC	 	Delaware	 	84-1074614	

(1) The address for each co-registrant is 1614 15th Street, Suite 300, Denver, Colorado 80202.
 
The registrants hereby amend this registration statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine

 

 
Explanatory Note - DEREGISTRATION OF SECURITIES
 
This Post-Effective Amendment No. 4 relates to the Registration Statement on Form S-3 (File Nos. 333-183818-333 and 183818-19) originally filed with the Securities and Exchange Commission on September 11, 2012, as declared effective on November 30, 2012, as amended by post-effective amendments on October 2, 2013 and November 22, 2013 and as subsequently declared effective on November 27, 2013 (the “Registration Statement”), pertaining to the sale of (i) up to $400,000,000 of (a) common units representing limited partner interests in American Midstream Partners, LP a Delaware limited partnership, or the Registrant (the “Primary Common Units”) or (b) debt securities issued by the Registrant or co-issued by the Registrant and American Midstream Finance Corporation (the “Debt Securities”), and guarantees of the Debt Securities to be issued by the Co-Registrants listed on the cover page of this Post-Effective Amendment No. 4 (the “Guarantees,” and together with the Primary Common Units and the Debt Securities, the “Primary Securities”) and (ii) 725,120 common units representing limited partner interests in the Registrant for offer and sale by the selling unitholder named in the Registration Statement (the “Selling Unitholder Securities,” and together with the Primary Securities, the “Securities”).
 
This Post-Effective Amendment No. 4 is being filed to deregister any and all of the Securities that were registered for issuance pursuant to the Registration Statement and that remain unsold thereunder as of the date hereof.
 
In accordance with the undertaking made by the Registrant pursuant to Item 512(a)(3) of Regulation S-K promulgated under the Securities Act of 1933, as amended, to remove from registration by means of a post-effective amendment any Securities which remain unsold at the termination of the offering subject to the Registration Statement, the Registrant hereby deregisters (i) the approximately $251,331,041  of unsold Primary Securities and (ii) 299,875 of the Selling Unitholder Securities previously registered for issuance under the Registration Statement which remain unsold.
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on March 5, 2015.

 	AMERICAN MIDSTREAM PARTNERS, LP	
 	 	
 	 	By:	AMERICAN MIDSTREAM GP, LLC	
 	 	 	its general partner	
 	 	 	
 	 	By:	/s/ Daniel C. Campbell	
 	 	 	Name:	Daniel C. Campbell	
 	 	 	Title:	Senior Vice President and Chief Financial Officer	
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	 	Title	 	Date	
/s/ Daniel C. Campbell	 	Senior Vice President and Chief Financial Officer (principal financial officer) and Agent for Service of Process	 	March 5, 2015	
Daniel C. Campbell	 	 	 	 	
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on March 5, 2015.

 	AMERICAN MIDSTREAM FINANCE CORPORATION	
 	 	 	
 	 	By:	/s/ Daniel C. Campbell	
 	 	Name:	Daniel C. Campbell	
 	 	Title:	Senior Vice President and Chief Financial Officer	
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	 	Title	 	Date	
/s/ Daniel C. Campbell	 	Senior Vice President and Chief Financial Officer (principal financial officer) and Agent for Service of Process	 	March 5, 2015	
Daniel C. Campbell	 	 	 	 	
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on March 5, 2015.

 	AMERICAN MIDSTREAM, LLC	
 	 	
 	 	By:	AMERICAN MIDSTREAM PARTNERS, LP, its sole member	
 	 	 	
 	 	By:	AMERICAN MIDSTREAM GP, LLC, its general partner	
 	 	 	
 	 	By:	/s/ Daniel C. Campbell	
 	 	Name:	Daniel C. Campbell	
 	 	Title:	Senior Vice President and Chief Financial Officer	
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	 	Title	 	Date	
/s/ Daniel C. Campbell	 	Senior Vice President and Chief Financial Officer (principal financial officer) and Agent for Service of Process	 	March 5, 2015	
Daniel C. Campbell	 	 	 	 	
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on March 5, 2015.

 	AMERICAN MIDSTREAM CHATOM, LLC	
 	AMERICAN MIDSTREAM CHATOM UNIT 1, LLC	
 	AMERICAN MIDSTREAM CHATOM UNIT 2, LLC	
 	AMERICAN MIDSTREAM MARKETING, LLC	
 	AMERICAN MIDSTREAM (ALABAMA GATHERING), LLC	
 	AMERICAN MIDSTREAM (ALABAMA INTRASTATE), LLC	
 	AMERICAN MIDSTREAM (ALATENN), LLC	
 	AMERICAN MIDSTREAM (BURNS POINT), LLC	
 	AMERICAN MIDSTREAM (BAMAGAS INTRASTATE), LLC	
 	AMERICAN MIDSTREAM (LOUISIANA INTRASTATE), LLC	
 	AMERICAN MIDSTREAM (MIDLA), LLC	
 	AMERICAN MIDSTREAM (MISSISSIPPI), LLC	
 	AMERICAN MIDSTREAM (SIGCO INTRASTATE), LLC	
 	AMERICAN MIDSTREAM (TENNESSEE RIVER), LLC	
 	AMERICAN MIDSTREAM ONSHORE PIPELINES, LLC	
 	MID LOUISIANA GAS TRANSMISSION, LLC	
 	 	
 	By:	AMERICAN MIDSTREAM, LLC, its sole member	
 	By:	AMERICAN MIDSTREAM PARTNERS, LP, its sole member	
 	By:	AMERICAN MIDSTREAM GP, LLC, its general partner	

 	 	By:	/s/ Daniel C. Campbell	
 	 	 	Daniel C. Campbell	
 	 	 	Senior Vice President and Chief Financial Officer	

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	 	Title	 	Date	
/s/ Daniel C. Campbell	 	Senior Vice President and Chief Financial Officer (principal financial officer) and Agent for Service of Process	 	March 5, 2015	
Daniel C. Campbell	 	 	 	 	
 
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SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on March 5, 2015.

 	AMERICAN MIDSTREAM OFFSHORE (SEACREST), LP	
 	 	
 	 	By:	AMERICAN MIDSTREAM, LLC, its general partner	
 	 	 	 	
 	 	By:	AMERICAN MIDSTREAM PARTNERS, LP, its sole member	
 	 	 	 	
 	 	By:	AMERICAN MIDSTREAM GP, LLC, its general partner	
 	 	
 	 	By:	/s/ Daniel C. Campbell	
 	 	Name:	Daniel C. Campbell	
 	 	Title:	Senior Vice President and Chief Financial Officer	
 
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	 	Title	 	Date	
/s/ Daniel C. Campbell	 	Senior Vice President and Chief Financial Officer (principal financial officer) and Agent for Service of Process	 	March 5, 2015	
Daniel C. Campbell	 	 	 	 	
 
In reliance upon Rule 478 under the Securities Act of 1933, as amended, no other person is required to sign this Post-Effective Amendment No. 4 to the Registration Statement.
 
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