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 3, 2015

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 No.)	 	(IRS Employer
Identification No.)	
 	 	
1400 16th Street, Suite 310
Denver, Colorado	 	80202	
(Address of principal executive offices)	 	(Zip Code)	
(720) 457-6060
(Registrant’s telephone number, including area code)
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:

		
o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)	

	
		
o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)	

	
		
o	Pre-commencement communications pursuant to Rule 14d-2(b) under Exchange Act (17 CFR 240.14d-2(b))	

	
		
o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))	

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 4, 2015, American Midstream GP, LLC (the “General Partner”) and Michael D. Suder, the President and Chief Executive Officer of American Midstream Blackwater, LLC, Blackwater Investments, Inc., Blackwater Midstream Corp., Blackwater New Orleans, L.L.C., Blackwater Georgia, L.L.C., Blackwater Maryland, L.L.C. and Blackwater Harvey, LLC (“Harvey”), all wholly-owned, indirect subsidiaries of American Midstream Partners, LP (the “Partnership”), entered into the First Amendment to Employment Agreement (the “Employment Agreement Amendment”). The Employment Agreement Amendment modifies the earnout payable to Mr. Suder based upon the financial performance of Havey. Pursuant to the Employment Agreement Amendment, Mr. Suder is entitled to 46.15% of the lesser of (A) ten percent of the difference between Harvey FMV and Harvey Cost (each as defined in the Employment Agreement Amendment) and (B) $1 million, upon Harvey achieving each of (i) $3 million in EBITDA (as defined in the Employment Agreement Amendment) during any trailing twelve-month period and (ii) $5 million in EBITDA during any trailing twelve-month period. The earnout amounts are payable in any combination of cash and Partnership common units at the discretion of the General Partner.
The description of the Employment Agreement Amendment contained in this Current Report on Form 8-K is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement Amendment, which is filed as Exhibit 10.1 hereto and incorporated by reference herein
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Amendment to Partnership Agreement
On November 4, 2015, the Partnership entered into the Sixth Amendment to its Fourth Amended and Restated Agreement of Limited Partnership (the “LPA Amendment”), effective as of September 9, 2015. The LPA Amendment modifies the adjustment of the Series A Conversion Rate as the result of the issuance of common units representing limited partnership interests in the Partnership (“Common Units”) at a price less than $17.50 per Common Unit to correct a scrivener's error and effect the intent of the Fourth Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”). The LPA Amendment modifies the formula set forth in Section 5.12(b)(viii)(E) of the Partnership Agreement to use the Series A Adjusted Issue Price (as defined in the Partnership Agreement) immediately before the issuance of Common Units, instead of the Series A Conversion Rate (as defined in the Partnership Agreement), to adjust the Series A Conversion Rate. After giving effect to the LPA Amendment, the Series A Conversion Rate after giving effect to the issuance of Common Units equals the number determined by dividing the Series A Adjusted Issue Price immediately before the issuance of Common Units by the result achieved through the application of the revised formula in Section 5.12(b)(viii)(E) of the Partnership Agreement.
The description of the LPA Amendment contained in this Current Report on Form 8-K is not complete and is qualified in its entirety by reference to the full text of the LPA Amendment, which is filed as Exhibit 3.1 hereto and incorporated by reference herein.
Amendment of General Partner LLC Agreement
On November 3, 2015, the General Partner entered into Amendment No. 3 to its Second Amended and Restated Limited Liability Company Agreement (the “LLC Amendment”). Section 6.6 of the Second Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”) previously provided that all members of the Board of Directors of the General Partner (the “Board”) or any committee are required to be present to take action by written consent. The LLC Amendment modifies Section 6.6 of the LLC Agreement to provide that the Board, or any committee of the Board, may take action by written consent so long as a written consent with respect to any action taken in lieu of a meeting is signed by at least as many members of the Board or the committee thereof as would have been required to take such action at a meeting of the Board or such committee at which all members of the Board or such committee are present; provided , however , that so long as ArcLight Capital Partners, LLC or any affiliate thereof (“ArcLight”) controls the General Partner, the written consent must be signed by one member of the Board appointed by ArcLight.

The description of the LLC Amendment contained in this Current Report on Form 8-K is not complete and is qualified in its entirety by reference to the full text of the LLC Amendment, which is filed as Exhibit 3.2 hereto and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

		
(d) Exhibits.

Exhibit Number	Description	
3.1	Amendment No. 6 to Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, dated November 4, 2015 and effective as of September 9, 2015	
3.2	Amendment No. 3 to Second Amendment and Restated Limited Liability Company Agreement of American Midstream GP, LLC, dated November 3, 2015	
10.1	First Amendment to Employment Agreement, dated as of November 4, 2015, by and between American Midstream GP, LLC and Michael D. Suder	

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	
 	 	 	
By:	 	/s/ Daniel C. Campbell	
Name:	 	Daniel C. Campbell	
Title:	 	Senior Vice President and Chief Financial Officer	
November 9, 2015

EXHIBITS INDEX

		
Exhibit Number	Description	
 	 	
3.1	Amendment No. 6 to Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, dated November 4, 2015 and effective as of September 9, 2015	
3.2	Amendment No. 3 to Second Amendment and Restated Limited Liability Company Agreement of American Midstream GP, LLC, dated November 3, 2015	
10.1	First Amendment to Employment Agreement, dated as of November 4, 2015, by and between American Midstream GP, LLC and Michael D. Suder	

Exhibit 3.1

AMENDMENT NO. 6 TO
FOURTH AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF
AMERICAN MIDSTREAM PARTNERS, LP

This Amendment No. 6 (this “ Amendment ”) to the Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (the “ Partnership ”), dated as of August 9, 2013, as amended by that certain Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, adopted effective as of October 28, 2013, that certain Amendment No. 2 to the Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, adopted effective as of January 31, 2014, that certain Amendment No. 3 to the Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, adopted effective as of July 24, 2014, that certain Amendment No. 4 to the Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, adopted effective as of March 30, 2015 and that certain Amendment No. 5 to the Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, adopted effective as of July 27, 2015 (together, the “ Partnership Agreement ”), is hereby adopted effective as of September 9, 2015 by American Midstream GP, LLC, a Delaware limited liability company (the “ General Partner ”), as general partner of the Partnership, pursuant to the authority granted to it in Section 5.6 and Section 13.1 of the Partnership Agreement. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.

WHEREAS , Section 13.1(d)(iv) of the Partnership Agreement provides that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement to reflect a change that the General Partner determines, is required to effect the intent expressed in the Registration Statement or the intent of the provisions of the Partnership Agreement or is otherwise contemplated by the Partnership Agreement; and

WHEREAS , Section 13.3(c) of the Partnership Agreement provides that, if the General Partner determines an amendment adversely affects one or more classes of Partnership Interest, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required to be approved by the adversely affected class or classes; and

WHEREAS , Section 5.12(b)(v)(B) of the Partnership Agreement provides that the affirmative vote of the Record Holders of a majority of the Outstanding Series A Preferred Units, voting separately as a class based upon one vote per Series A Preferred Unit, shall be necessary on any matter that amends or modifies any of the terms of the Series A Preferred Units; and

WHEREAS , the board of directors of the General Partner has determined that the standards specified in Section 13.1(d)(iv) and Section 5.12(b)(v)(B) are satisfied with respect to the amendments to be made by this Amendment upon the approval of Record Holders of a majority of the Outstanding Series A Preferred Units; and

WHEREAS , the General Partner deems it in the best interest of the Partnership to effect this Amendment in order to (i) amend the terms and provisions of the Series A Preferred Units as set forth herein and (ii) provide for such other matters as are provided herein.

Exhibit 3.1

NOW THEREFORE , the General Partner does hereby amend the Partnership Agreement as follows:

A. Amendment . The Partnership Agreement is hereby amended as follows:
1.     Section 5.12(b)(viii)(E) is hereby amended and restated in its entirety as follows:

(E)     Follow-On Adjustments . Except in connection with the exercise of the Warrant, if the Partnership shall issue or sell, or grant any Common Units or Convertible Securities at an indicative per Common Unit price (the “ Follow-On Price ”, and such Common Units or Convertible Securities so issued, sold or granted, on an as-converted basis, the “ Follow-On Units ”) that is less than one hundred percent (100%) of the Series A Adjusted Issue Price, then the Series A Conversion Rate will be reset so that it will equal the number determined by dividing the Series A Adjusted Issue Price immediately before the issuance of the Follow-On Units by the result achieved through application of the following formula:

((CP x OB) + (FP x Q)) / OA

Where:

CP = the Series A Adjusted Issue Price in effect immediately before the issuance of the Follow-On Units

FP = the Follow-On Price

OB = the total number of fully diluted Common Units outstanding before the issuance of the Follow-On Units

Q = the total number of fully diluted Follow-On Units issued

OA = the total number of fully diluted Common Units outstanding after giving effect to the issuance of the Follow-On Units.

For purposes of this Section 5.12(b)(viii)(E) , the indicative price per Common Unit resulting from the issuance of Convertible Securities will be determined using the principles set forth in Section 5.12(b)(viii)(H)(c) .

B. Agreement in Effect . Except as hereby amended, the Partnership Agreement shall remain unchanged and unmodified and in full force and effect.

C. Applicable Law . This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of laws that would apply the laws of any other state.

D. Severability . Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.

E. Counterparts . This Amendment may be executed in any number of counterparts, each of which shall be any original, but such counterparts shall together constitute but one and the same instrument.

Exhibit 3.1

IN WITNESS WHEREOF , the undersigned has executed this Amendment on November 3, 2015 to be effective as of the effective date written above.

			

 	 	 	
AMERICAN MIDSTREAM PARTNERS, LP	
 	 	
By:	AMERICAN MIDSTREAM GP, LLC
its General Partner	
 	 	
By:	 	/s/ William B. Mathews	
Name:	 	William B. Mathews	
Title:	 	Senior Vice President, Chief Legal Officer, General Counsel and Secretary	

The undersigned hereby consents to the adoption of Amendment No. 6 to Fourth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP as of the effective date written above.

	
				
 	RECORD HOLDERS OF ALL OF THE SERIES A PREFERRED UNITS:	

 	MAGNOLIA INFRASTRUCTURE PARTNERS, LLC	
 	By:	/s/ Daniel R. Revers	 	
 	Name:	Daniel R. Revers	 	
 	Title:	President	 	
 	 	 	 	
 	HIGHPOINT INFRASTRUCTURE PARTNERS, LLC	
 	By:	/s/ Daniel R. Revers	 	
 	Name:	Daniel R. Revers	 	
 	Title:	President	 	

Exhibit 3.2

 
AMENDMENT NO. 3 TO
  SECOND AMENDED AND RESTATED
LIMITED LIABILITY COMPANY AGREEMENT
OF
AMERICAN MIDSTREAM GP, LLC
 
This Amendment No. 3 (this “ Amendment ”) to Second Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC (the “ Company ”), dated as of April 15, 2013, as amended by Amendment No. 1 to Second Amended and Restated Limited Liability Company Agreement of the Company adopted effective as of February 5, 2014 and Amendment No. 2 to Second Amended and Restated Limited Liability Company Agreement of the Company adopted effective as of August 7, 2015 (collectively, the “ LLC Agreement ”), is hereby adopted, executed and agreed to by the Company as of November 3, 2015. Capitalized terms used but not defined herein shall have the meaning given to such terms in the LLC Agreement.
 
WHEREAS , Section 14.5 of the LLC Agreement provides that the LLC Agreement may be amended or restated only by a written instrument approved by the Board of Directors of the Company (the “ Board ”);
 
WHEREAS , the Board desires to amend and restate Section 6.6 of the LLC Agreement in its entirety.

WHEREAS , pursuant to Section 14.5 of the LLC Agreement, the Board has approved this Amendment and authorized and instructed officers of the Company to execute and deliver this Amendment.
 
NOW THEREFORE , the Company agrees as follows:
 
Section 1 .       Effective as of the date hereof, Section 6.6  of the LLC Agreement is hereby amended and restated in its entirety as follows:
 
SECTION 6.6 Action By Consent of Board or Committee of Board .
To the extent permitted by Applicable Law, the Board, or any committee of the Board, may act without a meeting so long as a written consent with respect to any action taken in lieu of a meeting is signed by at least as many members of the Board or the committee thereof as would have been required to take such action at a meeting of the Board or such committee at which all members of the Board or such committee are present.

Section 2 .       Except as hereby amended, the LLC Agreement shall remain unchanged and unmodified and in full force and effect.
 
Section 3 .       This Amendment shall be governed by, and interpreted in accordance with, the laws of the State of Delaware, all rights and remedies being governed by such laws without regard to principles of conflicts of laws.
 
Section 4 .     Whenever possible, each provision or portion of any provision of this Amendment will be interpreted in such manner as to be effective and valid under applicable law, but if any provision or portion of any provision of this Amendment is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or portion of any provision in such jurisdiction, and this Amendment will be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision or portion of any provision had never been contained herein.
 
[Signature page follows]

Exhibit 3.2

IN WITNESS WHEREOF , the Secretary of the Company has executed this Amendment as of November 3, 2015.

	
		
 AMERICAN MIDSTREAM GP, LLC	

By:	/s/ William B. Mathews	
Name:	William B. Mathews	
Title:	Senior Vice President and Chief Legal Officer, General Counsel and Secretary	

 
Signature Page to Amendment No. 3

Exhibit 10.1

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this “ Amendment ”) is entered into effective as of the 4 th day of November, 2015 (the “ Amendment Effective Date ”) by and between American Midstream GP, LLC, a Delaware limited partnership (“ Company ”) and Michael D. Suder (“ Executive ”).

Company and Executive may be referred to herein individually as a “ Party ” or collectively as the “ Parties ”. Capitalized terms utilized but not otherwise defined herein shall have the meanings set forth in that certain Employment Agreement dated as of December 17, 2013, by and between Company and Executive (the “ Agreement ”).

RECITALS

WHEREAS, Company and Executive are parties to the Agreement; and

WHEREAS, Company and Executive desire to amend the Agreement to amend the earnout provision.

AGREEMENT

NOW, THEREFORE , Company and Executive, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and intending to be legally bound, hereby agree as follows:
    
1. Additional Defined Terms . The following defined terms are hereby added to Article I

1.1 “ AMID Corporate SG&A Blackwater Allocation ” means the greater of (i) zero (0) or (ii) the Blackwater SG&A Allocation.

1.2 “ Blackwater Direct SG&A ” means (i) the total cost of the Blackwater Midstream Corporate Cost Center (Number 3602), less long term incentive plan compensation expense, interest expense and non-cash expenses, for the applicable calculation period, as maintained by on the books and records of the Blackwater Entities, multiplied by (ii) (A) (1) total Blackwater Harvey revenue for the applicable calculation period plus (2) fifty percent (50%) of Blackwater Harvey construction in progress for the applicable calculation period, including assets placed into service during the applicable calculation period, divided by (B) (1) the aggregate of revenue for all Blackwater Entities for the applicable calculation period plus (2) fifty percent (50%) the aggregate construction in progress for the applicable calculation period for all Blackwater Entities, all calculated in accordance with GAAP.

1.3 “ Blackwater Harvey ” means Blackwater Harvey, LLC, a Delaware limited liability company.

1.4 “ Blackwater SG&A Allocation ” means (i) (A) the selling general and administrative (“ SG&A ”) costs of American Midstream Partners, LP for the applicable calculation period multiplied by (B) (1) the Operating Margin of Blackwater Harvey for the applicable calculation period divided by (2) the Operating Margin of American Midstream Partners, LP for the applicable calculation period minus (ii) the Blackwater Direct SG&A for the applicable calculation period, all calculated in accordance with GAAPP.

1.5 “ EBITDA ” means, with respect to the applicable calculation period, the net income before interest, income taxes, depreciation and amortization of Blackwater Harvey, in each case calculated in accordance with GAAP. In calculating EBITDA, no addition or deduction shall be taken for: (i) non-recurring expenses, including but not limited to those related to corporate transactions; (ii) non-cash expenses, including but not limited to equity-based compensation and asset retirement obligations; (iii) any gains resulting from

Exhibit 10.1

any write-up of any assets or any loss resulting from any write-down or impairments; and (iv) hedging or other similar activities;  provided , further and for the avoidance of doubt, in calculating EBITDA, the net income (or net loss) shall specifically include deductions for Blackwater Direct SG&A and AMID Corporate SG&A Blackwater Allocation.

1.6 “ First Earnout ” means the lesser of (i) ten percent (10%) of the difference between Harvey FMV and Harvey Cost and (ii) $1 million.

1.7 “ Harvey FMV ” means eight (8) multiplied by next twelve months’ EBITDA, as forecasted by the Company as of the date that Target 1 or Target 2, as applicable, is achieved.

1.8 “ Harvey Cost ” means the cumulative investment in the assets of Blackwater Harvey, including costs to date, including without limitation fully burdened allocated employee costs, as determined by the Company.

1.9 “ Operating Margin ” means, with respect to a particular entity, (i) revenue minus (ii) (A) costs of goods sold plus (B) direct operating expenses, and, for the avoidance of doubt, excluding all amortization and depreciation expenses, all calculated in accordance with GAAP.

1.10 “ Second Earnout ” means the lesser of (i) ten percent (10%) of the difference between Harvey FMV and Harvey Cost and (ii) $1 million.

2. Deletion of Section 3.2(c) . Section 3.2(c) of the Agreement is hereby amended and replaced in its entirely with the following:

(c)     Harvey Incentive Bonus .

(i)    If the calculation of EBITDA for any trailing twelve-month period measured at the end of a fiscal quarter during the five years following December 17, 2013 (the “ Earnout Period ”) exceeds $3,000,000 (“ Target 1 ”), then, within ninety (90) days after such determination, the Company shall pay Executive an amount equal to the First Earnout multiplied by 46.15%; provided , however , that, if Executive is not employed by the Company at the time Target 1 is reached, Executive forfeits all rights to payment pursuant to this Section 3.2(c)(i).

(ii)    If the calculation of EBITDA for any trailing twelve-month period measured at the end of a fiscal quarter during the Earnout Period exceeds $5,000,000 (“ Target 2 ”), then, within ninety (90) days after determination, the Company shall pay Executive an amount equal to the Second Earnout multiplied by 46.15%; provided , however , that, if Executive is not employed by the Company at the time Target 2 is reached, Executive forfeits all rights to payment pursuant to this Section 3.2(c)(ii).

(iii)    All payments made pursuant to this Section 3.2(c) shall be paid (A) through the issuance of common units, representing limited partnership interests, of American Midstream Partners, LP (“ Common Units ”), (B) in cash or (C) in any combination of Common Units and cash, at the discretion of the Company. Payments made in Common Units shall be (Y) valued at the volume-weighted average of the closing prices of the Common Units on the New York Stock Exchange for the ten trading days ending on the trading day prior to the date such issuance is made and (Z) vesting (1) 50% on the date of issuance and (2) 50% ratably over the three anniversaries following the issuance date.

Exhibit 10.1

3. Ratification; Primacy . Except as amended by this Amendment, all of the terms, provisions, covenants and conditions contained in the Agreement remain in full force and effect; provided , if there is ever any conflict between the Agreement and this Amendment, the terms, provisions, covenants and conditions contained in this Amendment shall govern. The terms and provisions of this Amendment are binding upon and inure to the benefit of the Parties, their representatives, successors and assigns. As amended by this Amendment, the Agreement is ratified and confirmed by the Parties, and declared to be a valid and enforceable contract between them.

4. Counterparts . This Amendment may be executed in as many counterparts as deemed necessary. When so executed, the aggregate counterparts shall constitute one agreement and shall have the same effect as if all Parties signing counterparts had executed the same instrument.

5. Amendment; Waiver . This Amendment may not be amended or modified except pursuant to a written instrument signed by all of the Parties. Each Party may waive on its own behalf compliance by any other Party with any term or provision hereof; provided , however , that any such waiver shall be in writing and shall not bind the non-waiving Party. The waiver by any Party of a breach of any term or provision shall not be construed as a waiver of any subsequent breach of the same or any other provision.

6. Joint Preparation . The Parties agree and confirm that this Amendment was prepared jointly by all Parties and not by any one Party to the exclusion of the other.

7. No Third Party Beneficiaries . This Amendment is not intended to confer upon any person not a party hereto any rights or remedies hereunder, and no person other than the Parties is entitled to rely on or enforce any provision hereof.

[ Signature Page Follows ]

Exhibit 10.1

IN WITNESS WHEREOF, the undersigned have executed and delivered this Amendment as of the date first above written.

	
			
AMERICAN MIDSTREAM GP, LLC	

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

	
			
 	 	Michael D. Suder	
 	 	/s/ Michael D. Suder