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

Amendment No. 1 to
Current Report on
FORM 8-K/A
 
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 25, 2016
 
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	 	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))	

Explanatory Note

On April 29, 2016, American Midstream Partners, LP (the "Partnership") filed a Current Report on Form 8-K (the "Original Filing") in connection with the purchase of membership interests in certain midstream entities.
 
On April 25, 2016 and April 27, 2016, American Midstream Emerald, LLC ("Emerald"), a wholly-owned indirect subsidiary of the Partnership, entered into two Purchase and Sale Agreements with Emerald Midstream, LLC, an affiliate of Arclight Capital Partners, LLC ("ArcLight") the majority owner of our General Partner, for the purchase of membership interests in certain entities.
 
On April 25, 2016, Emerald entered into a Purchase and Sale Agreement for the purchase of membership interests in entities that own and operate natural gas pipeline systems in and around Louisiana, Alabama, Mississippi, and the Gulf of Mexico (the "Pipeline Purchase Agreement") in exchange for a purchase price of approximately $186.3 million. Pursuant to the Pipeline Purchase Agreement, Emerald acquired (i) 16-2/3% of the issued and outstanding membership interests of Tri-States NGL Pipeline, L.L.C., (ii) 25.3% of the issued and outstanding membership interests of Wilprise Pipeline Company, L.L.C., and (iii) 49-2/3% of the issued and outstanding membership interests of Destin Pipeline Company, L.L.C. (the "Pipeline Transaction").

On April 27, 2016, Emerald entered into a Purchase and Sale Agreement for the purchase of 66-2/3% of the issued and outstanding membership interests of Okeanos Gas Gathering Company, LLC, in exchange for a purchase price of approximately $27.4 million (such Purchase and Sale Agreement, the "Okeanos Purchase Agreement," and such transaction, the "Okeanos Transaction," and together with the Pipeline Transaction, the "Emerald Transactions"). 

The Emerald Transactions will be recorded at Emerald Midstream, LLC's carrying value as of the closing date, as these represent transactions between entities under common control, with the difference between the carrying value and the purchase price recorded as an increase to the general partners' capital account.

The Partnership is filing this Amendment No. 1 to the Current Report on Form 8-K to provide certain audited and unaudited financial statements of the entities underlying the Emerald Transactions and unaudited pro forma condensed consolidated financial statements of the Partnership, each as required by Item 9.01(a) and Item 9.01(b) of Form 8-K. This information was not available at the time of the Original Filing.

Item 9.01 Financial Statements and Exhibits

(a) Financial statements of businesses acquired

The financial statements of Destin Pipeline Company, L.L.C. as of March 31, 2016 and for the three months ended March 31, 2016 and 2015 (unaudited) and as of December 31, 2015 and for the year then ended (audited), including the notes thereto, are filed herewith as Exhibit 99.1.

The financial statements of Okeanos Gas Gathering Company, LLC as of March 31, 2016 and for the three months ended March 31, 2016 and 2015 (unaudited) and as of December 31, 2015 and for the year then ended (audited), including the notes thereto, are filed herewith as Exhibit 99.2.

The financial statements of Tri-States NGL Pipeline, L.L.C. as of March 31, 2016 and for the three months ended March 31, 2016 and 2015 (unaudited) and as of December 31, 2015 and for the year then ended (audited), including the notes thereto, are filed herewith as Exhibit 99.3.

The financial statements of Wilprise Pipeline Company, L.L.C. as of March 31, 2016 and for the three months ended March 31, 2016 and 2015 (unaudited) and as of December 31, 2015 and for the year then ended (audited), including the notes thereto, are filed herewith as Exhibit 99.4.

(b) Pro forma financial information

The unaudited pro forma condensed consolidated financial statements of American Midstream Partners, LP as of March 31, 2016 and for the three months ended March 31, 2016 and for the year ended December 31, 2015, including the notes thereto, are filed herewith as Exhibit 99.5.

(d) Exhibits

	
			
Exhibit No.	 	Description	
2.1	 	Purchase and Sale Agreement by and between Emerald Midstream, LLC and American Midstream Emerald, LLC dated April 25, 2016 (previously filed).	
2.2	 	Purchase and Sale Agreement by and between Emerald Midstream, LLC and American Midstream Emerald, LLC dated April 27, 2016 (previously filed).
	
23.1*	 	Consent of Independent Auditors - Ernst & Young LLP	
23.2*	 	Consent of Independent Auditors - Deloitte & Touche LLP	
99.1*	 	Destin Pipeline Company, L.L.C. Financial Statements as of March 31, 2016 and for the three months ended March 31, 2016 and 2015 (unaudited) and as of December 31, 2015 and for the year then ended (audited), including the notes thereto.	
99.2*	 	Okeanos Gas Gathering Company, LLC Financial Statements as of March 31, 2016 and for the three months ended March 31, 2016 and 2015 (unaudited) and as of December 31, 2015 and for the year then ended (audited), including the notes thereto.	
99.3*	 	Tri-States NGL Pipeline, L.L.C. Financial Statements as of March 31, 2016 and for the three months ended March 31, 2016 and 2015 (unaudited) and as of December 31, 2015 and for the year then ended (audited), including the notes thereto.	
99.4*	 	Wilprise Pipeline Company, L.L.C. Financial Statements as of March 31, 2016 and for the three months ended March 31, 2016 and 2015 (unaudited) and as of December 31, 2015 and for the year then ended (audited), including the notes thereto.	
99.5*	 	Unaudited Pro Forma Condensed Consolidated Financial Statements of American Midstream Partners, LP as of March 31, 2016 and for the three months ended March 31, 2016 and for the year ended December 31, 2015, including the notes thereto.	

* filed herewith

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: July 7, 2016	 	By:	 	/s/ Daniel C. Campbell	
 	 	Name:	 	Daniel C. Campbell	
 	 	Title:	 	Senior Vice President and Chief Financial Officer	

Exhibit 23.1

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statements on Form S-3 (File Nos. 333-198888, 333-201434 and 333-201436) and Form S-8 (File Nos. 333-176438, 333-183290 and 333-209614) of American Midstream Partners, LP of our reports dated June 29, 2016 with respect to the financial statements of Destin Pipeline Company, L.L.C., Okeanos Gas Gathering Company, LLC, and Tri-States NGL Pipeline, L.L.C. as of and for the year ended December 31, 2015 included in this Amendment No. 1 to the Current Report on Form 8-K/A.

/s/ Ernst & Young LLP
Chicago, Illinois

June 29, 2016

Exhibit 23.2

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in Registration Statements Nos. 333-198888, 333-201434 and 333-201436 on Form S-3 and in Registration Statements Nos. 333-176438, 333-183290 and 333-209614 on Form S-8 of American Midstream Partners, LP of our report dated May 31, 2016 relating to the financial statements of Wilprise Pipeline Company, L.L.C. as of and for the year ended December 31, 2015, appearing in this Current Report on Form 8-K/A filed by American Midstream Partners, LP on July 7, 2016.

/s/ Deloitte & Touche LLP
Houston, Texas

July 7, 2016

Exhibit 99.1

DESTIN PIPELINE COMPANY, L.L.C.
INDEX TO FINANCIAL STATEMENTS

	
		
 	Page	
Report of Independent Auditors - Ernst & Young LLP	2	
Balance Sheets as of March 31, 2016 (unaudited) and December 31, 2015 (audited)	3	
Statements of Income for the three months ended March 31, 2016 and 2015 (unaudited) and for the year ended December 31, 2015 (audited)	4	
Statements of Members’ Equity for the three months ended March 31, 2016 (unaudited) and for the year ended December 31, 2015 (audited)	5	
Statements of Cash Flows for the three months ended March 31, 2016 and 2015 (unaudited) and for the year ended December 31, 2015 (audited)	6	
Notes to the financial statements	7	

1

Exhibit 99.1

Report of Independent Auditors

The Management Committee and Members
Destin Pipeline Company, L.L.C.

We have audited the accompanying financial statements of Destin Pipeline Company, L.L.C., which comprise the balance sheet as of December 31, 2015, and the related statements of income, changes in members’ equity and cash flows for the year then ended, and the related notes to the financial statements.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Destin Pipeline Company, L.L.C. at December 31, 2015, and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP
Chicago, Illinois

June 29, 2016

2

Exhibit 99.1

DESTIN PIPELINE COMPANY, L.L.C.
BALANCE SHEETS

	
											
 	 	 	 	March 31,
2016	 	December 31,
2015	
 	 	 	 	(unaudited)	 	 	
ASSETS:	 	 	 	
 	Current assets	 	 	 	
 	 	Cash and cash equivalents	$	9,631,830		 	$	18,729,374		
 	 	Accounts receivable:	 	 	 	
 	 	Third parties	5,982,185		 	4,886,357		
 	 	Affiliates	1,387,221		 	1,414,226		
 	 	Prepayments and other assets	—		 	184,671		
 	 	 	Total current assets	17,001,236		 	25,214,628		
 	 	 	 	 	
 	 	Pipelines and equipment, net	260,778,292		 	264,395,250		
 	 	  Total assets	$	277,779,528		 	$	289,609,878		
 	 	 	 	
LIABILITIES AND MEMBERS' EQUITY:	 	 	 	
 	Current liabilities	 	 	 	
 	 	Accounts payable:	 	 	 	
 	 	Third parties	1,542,223		 	2,214,458		
 	 	Affiliates	1,125,656		 	1,369,957		
 	 	Deferred income:	 	 	 	
 	 	Third parties	2,328,641		 	1,809,639		
 	 	Affiliates	1,447,004		 	1,569,454		
 	 	Accrued real estate and property taxes	1,719,098		 	4,825,506		
 	 	Deferred credits	 	 	 	
 	 	 	Third parties	1,328,193		 	1,035,797		
 	 	 	Affiliates	—		 	280,479		
 	 	 	Total current liabilities	9,490,815		 	13,105,290		
 	 	 	 	 	 	 	
 	 	Noncurrent liabilities:	 	 	 	
 	 	Deferred income:	 	 	 	
 	 	Third parties	Third parties	19,890,848		 	17,514,083		
 	 	 	Affiliates	11,411,063		 	8,734,487		
 	 	 	Total noncurrent liabilities	31,301,911		 	26,248,570		
 	 	 	 	 	
 	Members' equity	236,986,802		 	250,256,018		
 	 	 	Total liabilities and members' equity	$	277,779,528		 	$	289,609,878		
               
The accompanying notes are an integral part of these financial statements.

3

Exhibit 99.1

  DESTIN PIPELINE COMPANY, L.L.C.
STATEMENTS OF INCOME

	
													
 	 	Three Months ended March 31,	 	Year ended December 31,
2015	
 	 	2016	 	2015	 		
 	 	(unaudited)	 	 	
Revenue	 	 	 	 	 	
 	Transportation revenue:	 	 	 	 	 	
 	Third parties	$	11,255,922		 	$	7,445,097		 	$	31,083,880		
 	Affiliates	2,122,882		 	2,573,581		 	13,511,771		
 	     Total revenue	13,378,804		 	10,018,678		 	44,595,651		
Operating expenses:	 	 	 	 	 	
 	Operating and maintenance expense	3,162,406		 	4,022,810		 	15,519,081		
 	Administrative and general expense	703,456		 	804,979		 	1,899,580		
 	Depreciation expense	3,794,318		 	3,276,101		 	14,245,722		
 	Taxes, other than income taxes	1,043,465		 	740,065		 	4,175,272		
 	Write-down of line fill	—		 	—		 	315,000		
 	     Total operating expenses	8,703,645		 	8,843,955		 	36,154,655		
 	 	 	 	 	 	
 	Operating income	4,675,159		 	1,174,723		 	8,440,996		
 	 	 	 	 	 	 	
 	Other income (expense):	 	 	 	 	 	
 	Other income	1,054,119		 	—		 	1,850,438		
 	Interest income	2,020		 	713		 	2,314		
 	Interest expense	(514	)	 	(536	)	 	(1,840	)	
 	   Total other income, net	1,055,625			177		 	1,850,912		
 	Net income	$	5,730,784		 	$	1,174,900		 	$	10,291,908		

The accompanying notes are an integral part of these financial statements.

4

Exhibit 99.1

 
DESTIN PIPELINE COMPANY, L.L.C.
STATEMENTS OF CHANGES IN MEMBERS' EQUITY

	
													
 	 	AMOCO DESTIN PIPELINE COMPANY	 	ENBRIDGE OFFSHORE (DESTIN), L.L.C.	 	TOTAL	
Balance at January 1, 2015	$	178,170,474		 	$	89,081,636		 	$	267,252,110		
 	Net income	6,861,272		 	3,430,636		 	10,291,908		
 	Members' contributions	5,158,758		 	2,583,242		 	7,742,000		
 	Distributions to members	(23,354,501	)	 	(11,675,499	)	 	(35,030,000	)	
Balance at December 31, 2015	166,836,003		 	83,420,015		 	250,256,018		
 	Net income (unaudited)	3,820,523		 	1,910,261		 	5,730,784		
 	Distributions to members (unaudited)	(12,667,300	)	 	(6,332,700	)	 	(19,000,000	)	
Balance at March 31, 2016 (unaudited)	$	157,989,226		 	$	78,997,576		 	$	236,986,802		

The accompanying notes are an integral part of these financial statements.

5

Exhibit 99.1

 
DESTIN PIPELINE COMPANY, L.L.C.
STATEMENTS OF CASH FLOWS

	
														
 	 	 	Three months ended March 31,	 	Year ended December 31, 2015	
 	 	 	2016	 	2015	 		
 	 	 	(unaudited)	 	 	
Operating activities:	 	 	 	 	 	
 	Net income	$	5,730,784		 	$	1,174,900		 	$	10,291,908		
 	Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	 	
 	 	Depreciation expense	3,794,318		 	3,276,101		 	14,245,722		
 	 	Write-down of linefill	—		 	—		 	315,000		
 	Changes in operating assets and liabilities:	 	 	 	 	 	
 	 	Accounts receivable - third parties	(1,095,828	)	 	749,625		 	(1,469,250	)	
 	 	Accounts receivable - affiliates	27,005		 	445,312		 	(117,473	)	
 	 	Prepayments and other assets	184,672		 	219,605		 	(17,108	)	
 	 	Accounts payable – third parties	(537,275	)	 	(829,165	)	 	(2,046,667	)	
 	 	Accounts payable – affiliates	(244,301	)	 	(922,039	)	 	(1,153,878	)	
 	 	Accrued real estate and property taxes	(3,106,408	)	 	(2,894,344	)	 	499,163		
 	 	Deferred income - third parties	519,002		 	(14,848	)	 	200,224		
 	 	Deferred income - affiliates	(122,450	)	 	—		 	1,569,454		
 	 	Deferred credits - third parties	292,396		 	1,537,143		 	(2,148,504	)	
 	 	Deferred credits - affiliates	(280,479	)	 	—		 	280,479		
 	 	  Net cash provided by operating activities	5,161,436		 	2,742,290		 	20,449,070		
Investing activities:	 	 	 	 	 	
 	Capital expenditures	(312,320	)	 	(11,831,540	)	 	(19,178,451	)	
 	Cash received (refunded) for reimbursable capital projects	5,053,340		 	(130,910	)	 	13,961,950		
 	 	Net cash provided by (used in) investing activities	4,741,020		 	(11,962,450	)	 	(5,216,501	)	
Financing activities:	 	 	 	 	 	
 	Contributions from members	—		 	5,723,397		 	7,742,000		
 	Distributions to members	(19,000,000	)	 	(5,114,593	)	 	(35,030,000	)	
 	 	Net cash provided by (used in) financing activities	(19,000,000	)	 	608,804		 	(27,288,000	)	
 	 	Net decrease in cash and cash equivalents	(9,097,544	)	 	(8,611,356	)	 	(12,055,431	)	
Cash and cash equivalents at beginning of period	18,729,374		 	30,784,805		 	30,784,805		
Cash and cash equivalents at end of period	$	9,631,830		 	$	22,173,449		 	$	18,729,374		
 	 	 	 	 	 	 	 	
Supplemental disclosure of cash flow information	 	 	 	 	 	
 	 	Capital expenditures in accounts payable	$	178,155		 	$	3,759,698		 	$	313,115		
      
The accompanying notes are an integral part of these financial statements.

6

Exhibit 99.1

DESTIN PIPELINE COMPANY, L.L.C.
NOTES TO FINANCIAL STATEMENTS

1. Organization and Nature of Business

Destin Pipeline Company, L.L.C. (Destin or the Company) was formed on February 28, 1997, under the provisions of the Delaware Limited Liability Company Act. Amoco Destin Pipeline Company (Amoco Destin), a wholly owned subsidiary of BP Pipelines (North America), Inc., and Shell Destin L.L.C., an affiliate of Shell Oil Company (SOC), were the two member companies of Destin, holding 66 2/3% and 33 1/3% membership interests, respectively. On December 31, 2004, SOC sold its indirect interest in Shell Destin L.L.C. to Enbridge Holding Offshore L.L.C. (Enbridge), an affiliate of Enbridge (U.S.) Inc. In addition, effective December 31, 2004, Shell Destin L.L.C. was renamed Enbridge Offshore (Destin), L.L.C. Effective March 31, 2016, Amoco Destin sold its interest in the Company to Emerald Midstream, LLC (Emerald), an affiliate of ArcLight Capital Partners, LLC. Emerald then sold its interest in the Company to American Midstream Emerald, LLC effective April 25, 2016. As Destin is a limited liability corporation, no member is liable for the debts, obligations, or liabilities, including under a judgment decree or order of a court.
Agreements between the member companies address the allocation of income and capital contributions and distributions between the respective members’ capital accounts.
Destin was formed to construct, own, and operate the Destin Pipeline System (the System) and any other natural gas pipeline systems approved by the members. At December 31, 2015, the System is the only pipeline owned by Destin. Destin is engaged in the transportation of natural gas from various platforms in the Gulf of Mexico to various interconnections with interstate pipelines in the state of Mississippi. Destin operates in one industry segment, and its customers are shippers who transport gas from various offshore properties and from onshore receipt points to markets located downstream on one or more of the interconnecting pipelines. The System consists of pipelines with various diameters up to 36 inches in addition to compression, measurement, and platform facilities. The System was constructed in 1997 and started providing natural gas transportation service in September 1998.
Destin has no employees and receives all administrative and operating support through contractual arrangements with affiliated companies. These services and agreements are described in Note 3.
2. Summary of Significant Accounting Policies

Cash and Cash Equivalents
Cash and cash equivalents consist of cash balances and highly liquid investments that have an original maturity of three months or less when purchased.
Concentration of Credit Risk
Accounts receivable are concentrated among shippers with operations in the Gulf of Mexico and in the state of Mississippi. Management believes that concentrations of credit risk with respect to trade receivables are limited due to ongoing credit evaluations of its customers. Destin limits the amount of credit extended when deemed necessary and, generally, does not require collateral.
Pipelines and Equipment
Pipelines and equipment, including transportation assets, are recorded at historical cost, less accumulated depreciation and impairment charges, if any. Transportation assets consist primarily of line pipe, equipment, and other pipeline construction. Additions and improvements that expand the productive capacity or extend the useful life of the System are capitalized. Destin determines depreciation using the straight-line method. This method allows Destin to effectively match depreciation expense with the expected utilization of the System. Line fill, included in pipelines and equipment, represents natural gas acquired to commence operations of the pipeline and is valued at the lower of historical cost or net realizable value.
Asset Retirement Obligations
Destin has certain asset retirement obligations (AROs) related to its pipeline transmission assets. However, Destin is unable to reasonably estimate the fair value of its AROs due to the uncertainty about the potential timing of the settlement dates. Such AROs will be recognized in the period in which sufficient information exists to reasonably estimate the settlement dates.

7

Exhibit 99.1

Environmental Liabilities
Liabilities for environmental costs are recorded when it is probable that obligations have been incurred and the amounts can be reasonably estimated. These liabilities are not reduced by possible recoveries from third parties. Projected cash expenditures are presented on an undiscounted basis. At March 31, 2016 (unaudited) and December 31, 2015, no amounts were recorded by Destin or necessary for environmental liabilities.

Income Taxes
Destin is treated as a partnership under the provisions of the United States Internal Revenue Code. Accordingly, the accompanying financial statements do not reflect a provision for income taxes, as Destin’s results of operations and related credits and deductions will be passed through to and taken into account by its members in computing their respective income taxes.
Fair Value Measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2 or 3 are terms for the priority of inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described as follows:

•	Level 1 - Quoted market prices in active markets for identical assets or liabilities.	
		
•	Level 2 - Inputs other than Level 1 inputs that are either directly or indirectly observable.	
		
•	Level 3 - Unobservable inputs developed using estimates and assumptions developed by Destin, which reflect those that a market participant would use.	

Financial Instruments

Destin’s financial instruments consist of cash equivalents, accounts receivable and accounts payable. The carrying amounts of these items approximate fair value. The fair value of cash equivalents is determined based upon quoted market prices (see Note 7).
Revenue Recognition
The Company recognizes revenue when there is a persuasive evidence of an arrangement, the sales price is fixed or determinable, services are rendered and the collection of the resultant receivable is probable. Revenue for the transportation of natural gas is recognized based on volumes received into the System and delivered to the interconnect facilities in accordance with contractual terms at the time transportation services are delivered. Certain customers pay in advance and, accordingly, recognition of revenue is deferred until services are provided.

In the course of providing transportation services to customers, Destin may receive different quantities of gas from shippers than the quantities delivered on behalf of those shippers. These transactions result in imbalances (gains and losses) that are settled in cash on a monthly basis. In addition, certain imbalances may occur at interconnecting facilities when Destin delivers more or less than what is nominated (scheduled). The settlement of these imbalances is governed by operational balancing agreements. Destin records the net of all third-party imbalances for each counterparty as a liability (included as deferred credits on the balance sheets) or as a receivable, if necessary. The tariff stipulates that net gains in excess of losses are reimbursed to shippers pro-rata based on their respective throughputs. In addition, pursuant to the transportation contracts, Destin collects a reservation charge when shippers do not transport a specified minimum daily quantity.
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities at the date of the financial statements and the related reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Impairment of Pipelines and Equipment
Destin reviews pipeline and equipment assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of

8

Exhibit 99.1

the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. During the three months ended March 31, 2016 (unaudited) and the year ended December 31, 2015, no impairment charges were recorded by Destin.
Deferred Income
Destin has long-term deferred income for proceeds received from third parties and related parties for reimbursable capital projects. Deferred income will be recognized as other income in the statements of income along with the recognition of depreciation expense over the useful lives of the related capitalized assets.
3. Related Party Transactions

Transportation Services
Transportation revenues of $2,122,882 (unaudited) and $2,573,581 (unaudited) for the three months ended March 31, 2016 and 2015, respectively, and $13,511,771 for the year ended December 31, 2015, were earned from related parties. All transportation revenues earned were at rates pursuant to the existing tariffs. At March 31, 2016 and December 31, 2015, Destin had affiliate receivables of $1,387,221 (unaudited) and $1,414,226, respectively, relating to transportation services and gas imbalances.
Operating and Administrative Expenses
Since Destin has no employees, operating, maintenance, and general and administrative services are provided to Destin under service agreements with Amoco Destin. Substantially all operating and administrative expenses were incurred through services provided under these agreements. At March 31, 2016 and December 31, 2015, Destin had affiliate payables of $1,125,656 (unaudited) and $1,369,957, respectively, relating to these agreements.
Deferred Income
At March 31, 2016 and December 31, 2015, Destin recorded $22,960,834 (unaudited) and $10,303,941 of total deferred income from affiliates, respectively associated with reimbursable capital projects and $0 (unaudited) and $280,479 of deferred credits from affiliates, respectively.
4. Pipelines and Equipment
Pipelines and equipment at March 31, 2016 and December 31, 2015, consist of the following:

	
									
 	 	March 31, 2016	 	December 31, 2015	
 	 	(unaudited)	 	 	
Transportation assets	 	$	518,716,684		 	$	518,652,423		
Land	 	1,422,567		 	1,422,567		
Rights of way	 	18,123,677		 	18,123,677		
Buildings and improvements	 	27,294,418		 	27,294,418		
Vehicles	 	119,239		 	119,239		
Office and data equipment	 	980,391		 	980,391		
Assets under construction	 	837,770		 	872,464		
Line fill	 	1,071,000		 	1,071,000		
 	 	568,565,746		 	568,536,179		
 	 	 	 	 	
Less: accumulated depreciation	 	(307,787,454	)	 	(304,140,929	)	
 	 	 	 	 	
 	 	$	260,778,292		 	$	264,395,250		

9

Exhibit 99.1

Transportation assets mainly consist of pipeline construction, line pipe, fittings, and pumping equipment. Total depreciation expense was $3,794,318 (unaudited) and $3,276,101 (unaudited) for the three months ended March 31, 2016 and 2015, respectively, and $14,245,722 for the year ended December 31, 2015.
Line fill represents natural gas acquired to commence operations of the System and is carried at the lower of historical cost or net realizable value. A write-off of $315,000 was recognized in 2015 to state the line fill inventory at net realizable value.

5. Regulatory Matters
The Federal Energy Regulatory Commission (FERC) has jurisdiction over Destin with respect to transportation of gas, rates and charges, construction of new facilities, extension or abandonment of service facilities, accounts and records, and certain other matters.
Charges totaling $316,579 were paid to the FERC in the year ended December 31, 2015 and no payments have been made in the three months ended March 31, 2016. These charges were recorded as prepayments and other assets, and will be expensed over 12 months. During the three months ended March 31, 2016 and 2015, $79,144 (unaudited) and $71,813 (unaudited), respectively, and in the year ended December 2015, $299,471 were recorded as amortization expense and are included in administrative and general expense on the statements of income.
6. Commitments and Contingencies
In the ordinary course of business, Destin is subject to various laws and regulations, including regulations of the FERC. In the opinion of management, the cost of compliance with existing laws and regulations will not materially affect the financial position or results of operations of Destin.

7. Fair Value Measurement
Destin uses fair value to measure certain of its assets and liabilities in its financial statements. Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). Destin categorizes the fair value of its financial assets and liabilities according to the hierarchy established by the Financial Accounting Standards Board (FASB), which prioritizes the inputs to valuation techniques used to measure fair value (see Note 2). Destin also considers counterparty credit risk in its assessment.
At March 31, 2016 and December 31, 2015, the fair value of Destin’s financial assets is classified in one of three categories as follows:

													
 	Level 1	Level 2	Level 3	Total	
March 31, 2016	 	 	 	 	
Overnight cash investments (unaudited)	$	9,631,830		$	—		$	—		$	9,631,830		

													
 	Level 1	Level 2	Level 3	Total	
December 31, 2015	 	 	 	 	
Overnight cash investments	$	18,729,374		$	—		$	—		$	18,729,374		

The fair value of Destin’s financial instruments in Level 1 are cash and cash equivalents and, therefore, do not require significant management judgment.
8. Accounting Standards Issued and Not Yet Adopted
In May 2014, the FASB issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers . This accounting standard supersedes all existing GAAP revenue recognition guidance. Under ASU 2014-09, a company will recognize revenue when it transfers the control of promised goods or services to customers in an amount that reflects the consideration which the company expects to collect in exchange for those goods or services. ASU 2014-09 will require additional disclosures in the

10

Exhibit 99.1

notes to the financial statements and was initially effective for annual reporting periods beginning after December 15, 2017 for nonpublic companies. In July 2015, the FASB deferred the effective date of this ASU for one year. The Company is evaluating the impact of ASU 2014-09; an estimate of the impact to the financial statements cannot be made at this time.
In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern , which requires management of the entity to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern. This ASU is effective for the annual reporting period ending after December 15, 2016, with early adoption permitted. The impact of this standard will be dependent on the Company’s financial condition and expected operating outlook at the time of adoption.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842): Amendments to the FASB Accounting Standards Codification , which, among other things, requires lessees to recognize most leases on their balance sheets related to the rights and obligations created by those leases. The new standard also requires new disclosures to assist financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard becomes effective for nonpublic companies on January 1, 2020. Early adoption is permitted. This standard should be applied under a modified retrospective approach. The Company is evaluating the effect of ASU 2016-02; an estimate of the impact to the financial statements cannot be made at this time.
9. Management Fee Error Correction
As part of the FERC audit of Destin for the period of 2012-2014, Docket No. FA15-1-000, the management fee charged by the operator for management services was determined based on an incorrect escalation factor over the period from 2002 through 2014, which resulted in an overpayment of services to the operator. The correction of the error resulted in the recognition of a receivable of $941,255 as of December 31, 2015 and a corresponding reduction in management fee expense during 2015.
10. Subsequent Events
Amoco Destin sold a 49 2/3% partnership interest to Emerald Midstream, LLC, an affiliate of ArcLight Capital Partners, LLC, effective March 31, 2016. Emerald Midstream, LLC then sold its 49 2/3% partnership interest to American Midstream Emerald, LLC on April 25, 2016. Amoco Destin will continue to be the operator until a new operator has been appointed. Destin evaluated subsequent events through June 29, 2016, the date these financial statements were available to be issued.

11

Exhibit 99.2

OKEANOS GAS GATHERING COMPANY, LLC
INDEX TO FINANCIAL STATEMENTS

	
		
 	Page	
Report of Independent Auditors - Ernst & Young LLP	2	
Balance Sheets as of March 31, 2016 (unaudited) and December 31, 2015 (audited)	3	
Statements of Income for the three months ended March 31, 2016 and 2015 (unaudited) and for the year ended December 31, 2015 (audited)	4	
Statements of Members’ Equity for the three months ended March 31, 2016 and for the year ended December 31, 2015 (audited)	5	
Statements of Cash Flows for the three months ended March 31, 2016 and 2015 (unaudited) and for the year ended December 31, 2015 (audited)	6	
Notes to the financial statements	7	

1

Exhibit 99.2

Report of Independent Auditors

The Management Committee and Members
Okeanos Gas Gathering Company, LLC

We have audited the accompanying financial statements of Okeanos Gas Gathering Company, LLC, which comprise the balance sheet as of December 31, 2015, and the related statements of income, changes in members’ equity and cash flows for the year then ended, and the related notes to the financial statements.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Okeanos Gas Gathering Company, LLC at December 31, 2015, and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP
Chicago, Illinois

June 29, 2016

2

Exhibit 99.2

OKEANOS GAS GATHERING COMPANY, LLC
BALANCE SHEETS
(in thousands)

											
 	 	 	 	March 31, 2016	 	December 31, 2015	
 	 	 	 	(unaudited)	 	 	
ASSETS:	 	 	 	
 	Current assets:	 	 	 	
 	 	Cash and cash equivalents	$	2,216		 	$	4,077		
 	 	Accounts receivable:	 	 	 	
 	 	Affiliates	965		 	845		
 	 	Third parties	796		 	1,102		
 	 	 	Total current assets	3,977		 	6,024		
 	Pipelines and equipment, net	146,276		 	148,571		
 	 	Total assets	$	150,253		 	$	154,595		
 	 	 	 	
LIABILITIES AND MEMBERS' EQUITY:	 	 	 	
 	Current liabilities	 	 	 	
 	 	Accounts payable:	 	 	 	
 	 	Affiliates	395		 	889		
 	 	Third parties	11		 	53		
 	 	 	Accrued liabilities	199		 	198		
 	 	 	Total current liabilities	605		 	1,140		
 	 	 	 	 	 	 	
 	Long-term liabilities:	 	 	 	
 	 	Asset retirement obligations	9,239		 	9,109		
 	 	 	Total liabilities	9,844		 	10,249		
 	 	 	 	 	
 	Members' equity	140,409		 	144,346		
 	 	 	Total liabilities and members' equity	$	150,253		 	$	154,595		
               
The accompanying notes are an integral part of these financial statements.

3

Exhibit 99.2

OKEANOS GAS GATHERING COMPANY, LLC
STATEMENTS OF INCOME
(in thousands)

	
													
 	 	Three Months ended March 31,	 	Year Ended December 31, 2015	
 	 	2016	 	2015	 		
 	 	(unaudited)	 	 	
 	 	 	 	 	 	 	
Revenue:	 	 	 	 	 	
 	Transportation revenue:	 	 	 	 	 	
 	Affiliates	$	2,406		 	$	1,694		 	$	9,525		
 	Third parties	2,242		 	2,927		 	7,740		
 	Interest income	1	 	—		 	1	
Total revenue	4,649		 	4,621		 	17,266		
 	 	 	 	 	 	 	
Costs and expenses:	 	 	 	 	 	
 	Operating and maintenance expenses	411		 	824		 	3,591		
 	General and administrative expenses	250		 	251		 	862		
 	Depreciation expense	2,295		 	2,175		 	7,957		
 	Accretion expense	130		 	111		 	452		
Total costs and expenses	3,086		 	3,361		 	12,862		
 	 	 	 	 	 	
Net income	$	1,563		 	$	1,260		 	$	4,404		

The accompanying notes are an integral part of these financial statements.

4

Exhibit 99.2

OKEANOS GAS GATHERING COMPANY, LLC
STATEMENTS OF CHANGES IN MEMBERS' EQUITY
(in thousands)

	
													
 	 	LIMITED MEMBER
(66 2/3%)
MARDI GRAS TRANSPORTATION SYSTEM, INC.	 	LIMITED MEMBER
(33 1/3%)
ENBRIDGE
OFFSHORE
(DESTIN), LLC	 	MEMBERS' EQUITY	
Balance at January 1, 2015	$	102,096		 	$	51,050		 	$	153,146		
 	Net income	2,936		 	1,468		 	4,404		
 	Member distributions	(8,803	)	 	(4,401	)	 	(13,204	)	
Balance at December 31, 2015	96,229		 	48,117		 	144,346		
 	Net income (unaudited)	1,042		 	521		 	1,563		
 	Member distributions (unaudited)	(3,667	)	 	(1,833	)	 	(5,500	)	
Balance at March 31, 2016 (unaudited)	$	93,604		 	$	46,805		 	$	140,409		

The accompanying notes are an integral part of these financial statements.

5

Exhibit 99.2

 
OKEANOS GAS GATHERING COMPANY, LLC
STATEMENTS OF CASH FLOWS
(in thousands)

														
 	 	 	Three months ended March 31,	 	Year ended December 31, 2015	
 	 	 	2016	 	2015	 		
 	 	 	(unaudited)	 	 	
Operating activities:	 	 	 	 	 	
 	Net income	$	1,563		 	$	1,260		 	$	4,404		
 	Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	 	
 	 	Depreciation	2,295		 	2,175		 	7,957		
 	 	Accretion expense	130		 	111		 	452		
 	 	Line fill inventory valuation adjustment	—		 	—		 	115		
 	Changes in operating assets and liabilities:	 	 	 	 	 	
 	 	Accounts receivable - affiliates	(120	)	 	106		 	129		
 	 	Accounts receivable - third parties	306		 	(554	)	 	(81	)	
 	 	Accounts payable - affiliates	(494	)	 	(245	)	 	(563	)	
 	 	Accounts payable - third parties	(42	)	 	2		 	14		
 	 	Accrued liabilities	1		 	—		 	198		
 	 	   Net cash provided by operating activities	3,639		 	2,855		 	12,625		
Financing activities:	 	 	 	 	 	
 	Member distributions	(5,500	)	 	(2,204	)	 	(13,204	)	
 	 	Cash used in financing activities	(5,500	)	 	(2,204	)	 	(13,204	)	
 	 	Net (decrease) increase in cash and cash equivalents	(1,861	)	 	651		 	(579	)	
Cash and cash equivalents at beginning of period	4,077		 	4,656		 	4,656		
Cash and cash equivalents at end of period	$	2,216		 	$	5,307		 	$	4,077		
 	 	 	 	 	 	 	 	
Supplemental disclosure of cash flow information	 	 	 	 	 	
 	 	Non-cash transaction:	 	 	 	 	 	
 	 	Changes in asset retirement obligation asset and liability due to change in estimate (see Note 6)	$	—		 	$	—		 	$	961		

The accompanying notes are an integral part of these financial statements.

6

Exhibit 99.2

OKEANOS GAS GATHERING COMPANY, LLC
NOTES TO FINANCIAL STATEMENTS

1.	Organization and Nature of Business	

Okeanos Gas Gathering Company, LLC (the Company) was formed as a Delaware limited liability company on June 12, 2001. Mardi Gras Transportation System Inc. (MGTSI), the initial member, entered into a limited liability company agreement with Shell Destin, LLC (Shell), an affiliate of Shell Oil Company (SOC), on August 27, 2001. On December 31, 2004, SOC sold its indirect interest in Shell to Enbridge Offshore (Destin), LLC (Enbridge), an affiliate of Enbridge (U.S.) Inc. Therefore, SOC’s membership interest in the Company was transferred to Enbridge on December 31, 2004. MGTSI sold its interest in the Company to Emerald Midstream, LLC (Emerald), an affiliate of ArcLight Capital Partners, LLC, effective March 31, 2016. Emerald then sold its interest in the Company to American Midstream Emerald, LLC (American Midstream) on April 27, 2016. MGTSI and SOC, prior to December 31, 2004, and Enbridge, effective from December 31, 2004, are herein collectively referred to as the Members. Contributions and distributions, as well as profits and losses, are required to be allocated among the Members on a pro-rata basis in accordance with their respective interests.
The purpose and business of the Company is to plan, design, construct, acquire, own, maintain, and operate the Okeanos Gas Gathering System (the Pipeline), to market the services of the Pipeline, and to engage in any activities directly or indirectly related thereto. From the inception date until 2003, the Company’s principal activities included obtaining necessary permits and rights-of-way, as well as designing and constructing the Pipeline. During that time, the Company was dependent on the Members to finance construction. The Pipeline began operations in November 2003. The 100-mile-long Pipeline delivers production from the Na Kika field to the Destin Pipeline Company, L.L.C. pipeline and has a maximum capacity of 1.2 billion cubic feet per day. The Pipeline also delivers natural gas from the Thunder Horse, Thunder Hawk and Big Bend/Dantzler fields, which commenced production in 2008, 2009 and 2015, respectively.
Construction Management and Operating Agreements
The Company entered into two construction management agreements (CMAs) to manage the construction of the Pipeline. The first CMA was signed with Enbridge on September 28, 2001, to manage the construction of the Pipeline segment from the Na Kika field to Main Pass 260. The second CMA was signed with MGTSI on December 14, 2001, to manage the construction of the segment of the Pipeline from the Thunder Horse field to the Na Kika field.
On February 21, 2002, the Company entered into an Operating, Management, and Administrative Agreement (the Operating Agreement) with MGTSI, which provides the guidelines under which MGTSI is to operate and maintain the Pipeline and perform all required administrative functions.

2.	Summary of Significant Accounting Policies	

Cash and Cash Equivalents
Cash and cash equivalents consist of all cash balances and highly liquid, temporary cash investments having an original maturity of three months or less when purchased.
Concentration of Credit Risk
Accounts receivable are concentrated among shippers with operations in the Gulf of Mexico. Management believes that credit risk with respect to receivables is limited because the majority of the Company’s transportation revenue is derived from affiliates. The Company limits the amount of credit extended when deemed necessary and, generally, does not require collateral.
Pipelines and Equipment
Pipelines and equipment are recorded at historical cost less accumulated depreciation and impairment losses, if any. Additions and improvements to the assets under construction are capitalized. Pipelines and equipment consist primarily of the offshore underwater gathering system, which includes rights-of-way, pipe, equipment, material, labor, and overhead. Depreciation is determined by using the straight-line method over the estimated useful lives of the assets. The Company uses one estimated useful life for the pipelines and equipment, which is based on the longest useful life of the connecting platforms. Effective January 1, 2015, the Company reduced the estimated useful life of its pipelines and equipment by six years due to a reduction in the anticipated

7

Exhibit 99.2

production of the connecting platforms. As of December 31, 2015, the remaining useful life of its pipelines and equipment was 16 years.
Line fill, included in pipelines and equipment, represents natural gas acquired to commence operations of the Pipeline and is valued at the lower of historical cost or net realizable value.
Impairment of Pipelines and Equipment
The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset. During the three months ended March 31, 2016 (unaudited) and the year ended December 31, 2015, there were no impairment charges recognized by the Company.
Asset Retirement Obligation
The Company accounts for its asset retirement obligation (ARO) in accordance with Accounting Standards Codification (ASC) 410-20, Asset Retirement Obligations . ASC 410-20 specifies that an entity is required to recognize a liability for the fair value of a conditional ARO when incurred if the fair value of the liability can be reasonably estimated. ASC 410-20 addresses financial accounting and reporting for obligations associated with the retirement of tangible long-lived assets and the associated asset retirement costs. It applies to legal obligations associated with the retirement of long-lived assets that result from the acquisition, construction, development, and/or the normal operation of long-lived assets. When the liability is initially recorded, the Company capitalizes an equivalent amount as part of the cost of the asset. Over time, the liability will be accreted for the change in its present value each period, and the capitalized cost will be depreciated over the useful life of the related asset.
Environmental Liabilities
Liabilities for environmental costs are recorded when it is probable that obligations have been incurred and the amounts can be reasonably estimated. These liabilities are not reduced by possible recoveries from third parties. Projected cash expenditures are presented on an undiscounted basis. At March 31, 2016 (unaudited) and December 31, 2015, no amounts were accrued by the Company for environmental liabilities.
Revenue Recognition
The Company recognizes revenue when there is a persuasive evidence of an arrangement, the sales price is fixed or determinable, services are rendered and the collection of the resultant receivable is probable. Revenues for the transportation of natural gas are recognized based on volumes received or nominated from the Na Kika, Thunder Horse, and Thunder Hawk production facilities and delivered to the Main Pass 260 interconnect facilities in accordance with contractual terms at the time the transportation services are delivered. The Company’s share of income from the deepwater pipeline repair equipment is recognized when earned based on daily rates.
Income Taxes
The Company is treated as a pass-through entity under the provisions of the United States Internal Revenue Code. Accordingly, the accompanying financial statements do not reflect a provision for income taxes, as the Company’s results of operations and related credits and deductions will be passed through to and taken into account by its Members in computing their respective income taxes.

Fair Value Measurement

Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2, or 3 are terms for the priority of inputs to valuation techniques used to measure fair value. The three levels of the fair value hierarchy are described as follows:

•	Level 1 - Quoted market prices in active markets for identical assets or liabilities.	
		
•	Level 2 - Inputs other than Level 1 inputs that are either directly or indirectly observable.	

8

Exhibit 99.2

		
•	Level 3 - Unobservable inputs developed using estimates and assumptions developed by the Company, which reflect those that a market participant would use.	

Financial Instruments
The Company’s financial instruments consist of cash equivalents, accounts receivable, and accounts payable. The carrying amounts of these items approximate fair value. The fair value of cash equivalents is determined based on quoted market prices (see Note 7).
Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the related reported amounts of revenues and expenses during the reporting periods. Actual results could differ from those estimates. Management believes that its estimates are reasonable.
3. Accounting Standards Issued and Not Yet Adopted
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers . This accounting standard supersedes all existing GAAP revenue recognition guidance. Under ASU 2014-09, a company will recognize revenue when it transfers the control of promised goods or services to customers in an amount that reflects the consideration which the company expects to collect in exchange for those goods or services. ASU 2014-09 will require additional disclosures in the notes to the financial statements and was initially effective for annual reporting periods beginning after December 15, 2017 for nonpublic companies. In July 2015, the FASB deferred the effective date of this ASU for one year. The Company is evaluating the impact of ASU 2014-09; an estimate of the impact to the financial statements cannot be made at this time.

In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern , which requires management of the entity to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern. This ASU is effective for the annual reporting period ending after December 15, 2016, with early adoption permitted. The impact of this standard will be dependent on the Company’s financial condition and expected operating outlook at the time of adoption.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842): Amendments to the FASB Accounting Standards Codification, which, among other things, requires lessees to recognize most leases on their balance sheets related to the rights and obligations created by those leases. The new standard also requires new disclosures to assist financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard becomes effective for nonpublic companies on January 1, 2020. Early adoption is permitted. This standard should be applied under a modified retrospective approach. The Company is evaluating the effect of ASU 2016-02; an estimate of the impact to the financial statements cannot be made at this time.

4. Pipelines and Equipment
Pipelines and equipment at March 31, 2016 and December 31, 2015, consist of the following (in thousands):

								
 	March 31, 2016	 	December 31, 2015	
 	(unaudited)	 	 	
Transportation assets	$	224,392		 	$	224,392		
Line fill inventory	393		 	393		
Assets under construction	11		 	11		
Deepwater pipeline repair equipment	4,167		 	4,167		
Decommissioning asset	5,112		 	5,112		
 	234,075		 	234,075		
Less accumulated depreciation	(87,799	)	 	(85,504)		
Pipelines and equipment, net	$	146,276		 	$	148,571		

9

Exhibit 99.2

Transportation assets consist of, among other things, pipeline construction, line pipe, line pipe fittings, and pumping equipment. Transportation assets are depreciated using the straight-line method. Total depreciation expense was $2.3 million (unaudited) and $2.2 million (unaudited) for the three months ended March 31, 2016 and 2015, respectively, and $8.0 million for the year ended December 31, 2015.
5. Related-Party Transactions
A significant portion of the Company’s operations is with related parties. Transportation revenues of $2.4 million (unaudited) and $1.7 (unaudited) million during the three months ended March 31, 2016 and 2015, respectively, and $9.5 million during the year ended December 31, 2015, were earned from transporting products for the Members and their affiliates. At March 31, 2016 and December 31, 2015, the Company had receivables due from Members and their affiliates of $1.0 million (unaudited) and $0.8 million, respectively.

In accordance with the Operating Agreement and other agreements between the Members, management services are provided to the Company by MGTSI and its affiliates. These include corporate facilities and services, such as executive management, supervision, accounting, legal, and other normal and necessary services in the ordinary course of the Company’s business. Management fees paid for costs and expenses incurred on behalf of the Company were $0.2 million (unaudited) for both the three months ended March 31, 2016 and 2015, and $0.8 million for the year ended December 31, 2015. At March 31, 2016 and December 31, 2015, the Company had payables due to Members and their affiliates of $0.4 million (unaudited) and $0.9 million, respectively.

6. Asset Retirement Obligations
The Company has a liability recorded representing the estimated fair value of its asset retirement obligations. The fair value of the asset retirement obligations was determined based upon expected future costs using existing technology, at current prices, and applying an inflation rate of 2% per annum. Based on a revision in the estimated useful life of the Company's pipelines and equipment as of December 31, 2015, the estimated obligation settlement date was changed from 2034 to 2031.
The changes in the Company’s ARO for the three months ending March 31, 2016 and the year ended December 31, 2015 were as follows (in thousands):

				
Balance at January 1, 2015	$	7,696		
   Revision in the estimated obligation settlement date	961		
   Accretion expense	452		
Balance at December 31, 2015	9,109		
   Accretion expense (unaudited)
	130		
Balance at March 31, 2016 (unaudited)
	$	9,239		
7. Fair Value Measurement
The Company uses fair value to measure certain of its assets, liabilities, and expenses in its financial statements. Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). The Company categorizes the fair value of its financial assets and liabilities according to the hierarchy established by the FASB, which prioritizes the inputs to valuation techniques used to measure fair value (see Note 2). The Company also considers counterparty credit risk in its assessment.
At March 31, 2016 and December 31, 2015, the fair value of the Company’s financial assets and liabilities are classified in one of three categories as follows (in thousands):

													
 	Level 1	Level 2	Level 3	Total	
March 31, 2016	 	 	 	 	
Overnight cash investments (unaudited)	$	2,216		$	—		$	—		$	2,216		

10

Exhibit 99.2

	
													
 	Level 1	Level 2	Level 3	Total	
December 31, 2015	 	 	 	 	
Overnight cash investments	$	4,077		$	—		$	—		$	4,077		

Reconciling items may exist between the overnight cash investments total and the cash and cash equivalents line item on the balance sheets. The Company’s financial instruments in Level 1 are cash equivalents, whose valuation does not require significant management judgment.

8. Subsequent Events
MGTSI has sold its 66-2/3% partnership interest to Emerald Midstream, LLC, an affiliate of ArcLight Capital Partners, LLC effective March 31, 2016. MGTSI will continue to be the operator until a new operator has been appointed.

The Company evaluated and disclosed subsequent events through June 29, 2016, the date these financial statements were available to be issued.

11

Exhibit 99.3

TRI-STATES NGL PIPELINE, L.L.C.
INDEX TO FINANCIAL STATEMENTS

	
		
 	Page	
Report of Independent Auditors - Ernst & Young LLP	2	
Balance Sheets as of March 31, 2016 (unaudited) and December 31, 2015 (audited)	3	
Statements of Income for the three months ended March 31, 2016 and 2015 (unaudited) and for the year ended December 31, 2015 (audited)	4	
Statements of Members’ Equity for the three months ended March 31, 2016 (unaudited) and for the year ended December 31, 2015 (audited)	5	
Statements of Cash Flows for the three months ended March 31, 2016 and 2015 (unaudited) and for the year ended December 31, 2015 (audited)	6	
Notes to the financial statements	7	

1

Exhibit 99.3

Report of Independent Auditors

The Management Committee and Members
Tri-States NGL Pipeline, L.L.C.

We have audited the accompanying financial statements of Tri-States NGL Pipeline, L.L.C., which comprise the balance sheet as of December 31, 2015, and the related statements of income, changes in members’ equity and cash flows for the year then ended, and the related notes to the financial statements.

Management’s responsibility for the financial statements

Management is responsible for the preparation and fair presentation of these financial statements in conformity with U.S. generally accepted accounting principles; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free of material misstatement, whether due to fraud or error.

Auditor’s responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Tri-States NGL Pipeline, L.L.C. at December 31, 2015, and the results of its operations and its cash flows for the year then ended in conformity with U.S. generally accepted accounting principles.

/s/ Ernst & Young LLP
Chicago, Illinois

June 29, 2016

2

Exhibit 99.3

TRI-STATES NGL PIPELINE, L.L.C.
BALANCE SHEETS
(in thousands)

											
 	 	 	 	March 31, 2016	 	December 31, 2015	
 	 	 	 	(unaudited)	 	 	
ASSETS:	 	 	 	
 	Current assets:	 	 	 	
 	 	Cash and cash equivalents	$	2,954		 	$	5,066		
 	 	Accounts receivable - third parties	3,687		 	1,177		
 	 	Accounts receivable - affiliates	1,936		 	2,949		
 	 	Prepaid expenses and other assets	88		 	131		
 	 	 	Total current assets	8,665		 	9,323		
 	Pipelines and equipment, net	126,264		 	127,705		
 	 	Total assets	$	134,929		 	$	137,028		
 	 	 	 	
LIABILITIES AND MEMBERS' EQUITY:	 	 	 	
 	Current liabilities:	 	 	 	
 	 	Accounts payable - third parties	95		 	1		
 	 	Accounts payable - affiliates	—		 	346		
 	 	Accrued Liabilities	1,359		 	2,373		
 	 	 	Total current liabilities	1,454		 	2,720		
 	 	 	 	 	 	 	
 	Members' equity:	 	 	 	
 	 	 	Members' equity	133,475		 	134,308		
 	 	 	Total liabilities and members' equity	$	134,929		 	$	137,028		
               
The accompanying notes are an integral part of these financial statements.

3

Exhibit 99.3

TRI-STATES NGL PIPELINE, L.L.C.
STATEMENTS OF INCOME
(in thousands)

	
													
 	 	Three Months ended March 31,	 	Year Ended December 31, 2015	
 	 	2016	 	2015	 		
 	 	(unaudited)	 	 	
 	 	 	 	 	 	 	
Revenue:	 	 	 	 	 	
 	Affiliates	$	9,341		 	$	4,508		 	$	26,084		
 	Third parties	2,003		 	2,520		 	10,504		
Total revenue	11,344		 	7,028		 	36,588		
 	 	 	 	 	 	 	
Costs and expenses:	 	 	 	 	 	
 	Operating and maintenance expenses	781		 	1,011		 	3,542		
 	General and administrative expenses	505		 	494		 	1,793		
 	Taxes - other than income taxes	700		 	759		 	3,265		
 	Depreciation expense	1,431		 	1,416		 	5,663		
Total costs and expenses	3,417		 	3,680		 	14,263		
 	 	 	 	 	 	
Net income	$	7,927		 	$	3,348		 	$	22,325		

The accompanying notes are an integral part of these financial statements.

4

Exhibit 99.3

TRI-STATES NGL PIPELINE, L.L.C.
STATEMENTS OF CHANGES IN MEMBERS' EQUITY
(in thousands)

	
													
 	 	ADDITIONAL PAID-IN CAPITAL	 	RETAINED EARNINGS	 	TOTAL MEMBERS' EQUITY	
Balance at January 1, 2015	$	125,781		 	$	11,925		 	$	137,706		
 	Net income	—		 	22,325		 	22,325		
 	Member contributions	677		 	—		 	677		
 	Distributions to members	(26,400	)	 	—		 	(26,400	)	
Balance at December 31, 2015	100,058		 	34,250		 	134,308		
 	Net income (unaudited)	—		 	7,927		 	7,927		
 	Distributions to members (unaudited)	(8,760	)	 	—		 	(8,760	)	
Balance at March 31, 2016 (unaudited)	$	91,298		 	$	42,177		 	$	133,475		

The accompanying notes are an integral part of these financial statements.

5

Exhibit 99.3

 
TRI-STATES NGL PIPELINE, L.L.C.
STATEMENTS OF CASH FLOWS
(in thousands)

														
 	 	 	Three months ended March 31,	 	Year ended December 31, 2015	
 	 	 	2016	 	2015	 		
 	 	 	(unaudited)	 	 	
Operating activities	 	 	 	 	 	
 	Net income	$	7,927		 	$	3,348		 	$	22,325		
 	Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	 	
 	 	Depreciation expense	1,431		 	1,416		 	5,663		
 	Changes in operating assets and liabilities:	 	 	 	 	 	
 	 	Accounts receivable - third parties	(2,510	)	 	(595	)	 	(258	)	
 	 	Accounts receivable - affiliates	1,013		 	(293	)	 	(1,371	)	
 	 	Prepayments and other assets	43		 	50		 	48		
 	 	Accounts payable - third parties	94		 	(854	)	 	(553	)	
 	 	Accounts payable - affiliates	(346	)	 	(389	)	 	(469	)	
 	 	Accrued liabilities	(656	)	 	(444	)	 	171		
 	 	   Net cash provided by operating activities	6,996		 	2,239		 	25,556		
Investing activities:	 	 	 	 	 	
 	Capital expenditures	(348	)	 	(70	)	 	(681	)	
 	 	Net cash used in investing activities	(348	)	 	(70	)	 	(681	)	
Financing activities:	 	 	 	 	 	
 	Distributions paid to members	(8,760	)	 	(5,000	)	 	(26,400	)	
 	Members' contributions	—		 	—		 	677		
 	 	Net cash used by financing activities	(8,760	)	 	(5,000	)	 	(25,723	)	
 	 	Decrease in cash and cash equivalents	(2,112	)	 	(2,831	)	 	(848	)	
Cash and cash equivalents at beginning of period	5,066		 	5,914		 	5,914		
Cash and cash equivalents at end of period	$	2,954		 	$	3,083		 	$	5,066		
 	 	 	 	 	 	 	 	
Supplemental disclosure of noncash flow information	 	 	 	 	
 	Capital expenditures included in accrued liabilities	$	95		 	$	31		 	$	389		

The accompanying notes are an integral part of these financial statements.

6

Exhibit 99.3

TRI-STATES NGL PIPELINE, L.L.C.
NOTES TO FINANCIAL STATEMENTS

1.	Organization and Nature of Business	

Tri-States NGL Pipeline, L.L.C. (Tri-States or the Company) was organized in 1998, for the purpose of constructing a pipeline and providing petroleum products transportation, including natural gas liquids (NGL), from Mobile Bay, Alabama, to Kenner, Louisiana. Tri-States is a Delaware limited liability corporation formed by Amoco Tri-States NGL Pipeline Company; Enterprise NGL Pipelines, L.L.C.; Enterprise Products Operating L.P.; and DCP Midstream, L.P., which sold its partnership interest on October 29, 2008. Amoco Tri-States NGL Pipeline Company sold its interest to Emerald Midstream, LLC ("Emerald"), an affiliate of ArcLight Capital Partners, LLC, effective March 31, 2016. Emerald sold its interest to American Midstream Emerald, LLC ("American Midstream"), effective on April 25, 2016. Tri-States began operations on April 6, 1999, and the Company will continue its operations until a certificate of cancellation is filed with the Secretary of State of Delaware, in accordance with the limited liability company agreement. As Tri-States is a limited liability corporation, no member is liable for the debts, obligation or liabilities of the Company, including under a judgment decree or order of a court.
Contributions and distributions, as well as profits and losses, are required to be allocated among the members on a pro rata basis, in accordance with their respective interests. On September 16, 2009, the Company’s pipeline system was expanded to connect with the Chevron Pascagoula refinery. Amoco Tri-States NGL Pipeline Company operates the Chevron pipeline connection; however, it did not participate in the expansion and, therefore, does not have an equity interest. The interest in the Chevron refinery connection is split among the other members as follows: Enterprise NGL Pipelines, L.L.C. - 40%; Enterprise Products Operating L.P. - 60%. Contributions and distributions related to the Chevron interest, as well as profits and losses, are required to be allocated among the participating members on a pro rata basis, in accordance with their respective interests.
The Company’s operations include the transportation, pumping, and metering of demethanized mix products. Tariff charges for pipeline operations are made on account to shippers who are engaged in energy or energy-related businesses. The tariff rates, shipping regulations, and other practices of Tri-States are subject to regulation by the Federal Energy Regulatory Commission (FERC) pursuant to the provisions of the Interstate Commerce Act applicable to interstate common carrier petroleum and petroleum products pipelines. These statutes require the filing of reasonable and non-discriminatory tariff rates and subject Tri-States to certain other regulations concerning its terms and conditions of service.
Operating Agreement
Pursuant to an operating agreement dated February 1, 2003 (the Operating Agreement) between the Company and BP Pipelines (North America), Inc. (BP Pipelines), an affiliate of Amoco Tri-States NGL Pipeline Company, BP Pipelines serves as operator of the pipeline and provides operating, maintenance and repair, administrative, marketing, construction and other services related to the business and affairs of the Company.

2.	Summary of Significant Accounting Policies	

Revenue Recognition and Accounts Receivable
The Company recognizes revenue when there is a persuasive evidence of an arrangement, the sales price is fixed or terminable, services are rendered, and the collection of the resultant receivable is probable. Revenue for the transportation of natural gas liquids is recognized based on volumes received into the pipeline and delivered in accordance with contractual terms at the time the transportation services are delivered.
In the course of providing transportation services to customers, the Company may receive different quantities of natural gas liquids from shippers than the quantities delivered on behalf of those shippers. In addition, the Company may deliver different component natural gas liquids to shippers than the component natural gas liquids received from the shipper. The monthly settlement of the gain or loss transactions and component imbalances are administered by BP Pipelines, as operator of the pipeline, as outlined in the FERC tariff statements provided to the shippers. The Company records the gain or loss transactions and component imbalances for each shipper on a gross basis in accounts receivable or accounts payable, as appropriate.
T he Company grants credit to the majority of its customers. It is not the policy of the Company to require collateral from its customers in order to provide credit. On a periodic basis, the Company evaluates its accounts receivable and establishes the

7

Exhibit 99.3

		
2.	Summary of Significant Accounting Policies (continued)	

allowance for doubtful accounts based on a combination of specific customer circumstances and credit conditions, as well as the Company’s history of write-offs and collections. The Company’s policy is generally to not charge interest on trade receivables after the invoice becomes past due. A receivable is considered past due if payments have not been received by the due date listed on the invoice terms. Write-offs, if any, are recorded against the allowance for doubtful accounts when all reasonable efforts for collection have been exhausted.
Economic Dependence
The Company is dependent upon its members or their affiliates for a significant portion of its revenue.
Cash and Cash Equivalents
Cash and cash equivalents consist of all cash balances and highly liquid investments having an original maturity of three months or less when purchased.
Pipelines and Equipment
Pipelines and equipment are recorded at historical cost, less accumulated depreciation and impairment losses, if any. Pipelines and equipment consist primarily of line pipe, equipment, rights of way and other pipeline construction. Additions and improvements that expand the productive capacity or extend the useful life of the assets are capitalized. Expenditures for maintenance and repairs are expensed as incurred. Depreciation is computed using the straight-line method at an annual rate based upon the assets’ estimated useful lives.
Impairment of Long-Lived Assets
Carrying amounts of long-lived assets are reviewed for impairment when events or circumstances indicate that such carrying amounts may not be recoverable. Assets that are to be held and used with recorded values that are not expected to be recovered through future cash flows are written down to current fair value. Fair value is generally determined based on estimated discounted future net cash flows. Assets that are held for sale are reported at the lower of the carrying amount or fair value.
Financial Instruments
The Company’s financial instruments consist of cash equivalents, accounts receivable and accounts payable. The carrying amounts of these items approximate fair value. The fair value of cash equivalents is determined based upon quoted market prices (see Note 6).
Fair Value Measurement
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. Hierarchy Levels 1, 2 or 3 are terms for the priority of inputs to valuation techniques used to measure fair value. Hierarchy Level 1 inputs are quoted prices in active markets for identical assets or liabilities. Hierarchy Level 2 inputs are inputs other than quoted prices included within Level 1 that are directly or indirectly observable for the asset or liability. Hierarchy Level 3 inputs are inputs that are not observable in the market. The three levels of the fair value hierarchy are described as follows:

•	Level 1 - Quoted market prices in active markets for identical assets or liabilities.	
		
•	Level 2 - Inputs other than Level 1 inputs that are either directly or indirectly observable	
		
•	Level 3 - Unobservable inputs developed using estimates and assumptions developed by the Company, which reflect those that a market participant would use.	

Use of Estimates
The preparation of financial statements in conformity with U.S. generally accepted accounting principles (GAAP) requires management to make estimates and assumptions that affect the reported amounts of certain assets and liabilities at the date of the financial statements and the related reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Management believes that its estimates are reasonable.

8

Exhibit 99.3

Income Taxes
The Company is treated as a partnership under the provisions of the United States Internal Revenue Code. Accordingly, the accompanying financial statements do not reflect a provision for income taxes, as the results of operations and related credits and deductions will be passed through to and taken into account by its members in computing their respective income taxes.
Asset Retirement Obligations
The Company has certain asset retirement obligations (ARO) related to its pipeline transmission assets. However, the Company is unable to reasonably estimate the fair value of its ARO due to the fact that the related assets have indeterminate useful lives that preclude the development of assumptions about the potential timing of settlement dates. Such obligations will be recognized in the period in which sufficient information exists to reasonably estimate the settlement dates.
Environmental Liabilities
Liabilities for environmental costs are recorded when it is probable that obligations have been incurred and the amounts can be reasonably estimated. These liabilities are not reduced by possible recoveries from third parties. Projected cash expenditures are presented on an undiscounted basis. At March 31, 2016 (unaudited) and December 31, 2015 no amounts were recorded by the Company or necessary for environmental liabilities.
3. Accounting Standards Issued and Not Yet Adopted
In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers . This accounting standard supersedes all existing GAAP revenue recognition guidance. Under ASU 2014-09, a company will recognize revenue when it transfers the control of promised goods or services to customers in an amount that reflects the consideration which the company expects to collect in exchange for those goods or services. ASU 2014-09 will require additional disclosures in the notes to the financial statements and was initially effective for annual reporting periods beginning after December 15, 2017 for nonpublic companies. In July 2015, the FASB deferred the effective date of this ASU for one year. The Company is evaluating the impact of ASU 2014-09; an estimate of the impact to the financial statements cannot be made at this time.
In August 2014, the FASB issued ASU 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern , which requires management of the entity to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern. This ASU is effective for the annual reporting period ending after December 15, 2016, with early adoption permitted. The impact of this standard will be dependent on the Company’s financial condition and expected operating outlook at the time of adoption.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842): Amendments to the FASB Accounting Standards Codification , which, among other things, requires lessees to recognize most leases on their balance sheets related to the rights and obligations created by those leases. The new standard also requires new disclosures to assist financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. The new standard becomes effective for nonpublic companies on January 1, 2020. Early adoption is permitted. This standard should be applied under a modified retrospective approach. The Company is evaluating the effect of ASU 2016-02; an estimate of the impact to the financial statements cannot be made at this time.

9

Exhibit 99.3

4. Pipelines and Equipment
Pipelines and equipment at March 31, 2016 (unaudited) and December 31, 2015 consist of the following (in thousands):

								
 	March 31, 2016	 	December 31,
2015	
 	(unaudited)	 	 	
Rights-of-way	$	28,083		 	$	28,083		
Line pipe, fittings and construction	139,507		 	138,999		
Pumping and station equipment	9,022		 	9,022		
Buildings	1,039		 	1,039		
Other property	2,972		 	2,972		
Construction work-in-progress	418		 	936		
 	181,041		 	181,051		
Less accumulated depreciation	(54,777	)	 	(53,346	)	
 	$	126,264		 	$	127,705		

Total depreciation expense was $1.4 million (unaudited) and $1.4 million (unaudited) for the three months ended March 31, 2016 and 2015, respectively, and $5.7 million for the year ended December 31, 2015.
5. Related-Party Transactions
A significant portion of the Company’s operations are with related parties. Transportation revenues of $9.2 million (unaudited) and $4.6 million (unaudited) during the three months ended March 31, 2016, and 2015, respectively, and of $26.1 million during the year ended December 31, 2015 were earned from transporting products for related parties. The Company had receivables due from members and their affiliates of $1.9 million (unaudited) and $2.9 million at March 31, 2016 and December 31, 2015, respectively, for transportation services provided.
As operator of the Company, BP Pipelines provides all personnel and services, as well as certain control, data collection, and monitoring functions related to operating the Company’s pipeline systems (see Note 1).
In accordance with the terms of the Operating Agreement, BP Pipelines was paid a management fee for costs and expenses allocated to and incurred on behalf of the Company of $0.4 million (unaudited) and $0.4 million (unaudited) for the three months ended March 31, 2016 and 2015, respectively, and $1.4 million for the year ended December 31, 2015. These amounts are included in general and administrative expenses in the accompanying statements of income. This expense covers the costs of executive management, administrative and planning, accounting, non-project engineering and technical services, logistics, general services, human resources, purchasing, financial services, tariff administration, property management, information systems and computing, product movement, health, environmental, and safety, and certain legal services incurred by BP Pipelines or its affiliates. The charge also covers the expenses applicable to such personnel and those functions, such as office space rental, general stationery, printing and office supplies. At March 31, 2016 and December 31, 2015, the Company had payables due to related parties of zero (unaudited) and $0.3 million, respectively.
6. Fair Value Measurement
The Company uses fair value to measure certain of its assets and liabilities in its financial statements. Fair value is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (i.e., the exit price). The Company categorizes the fair value of its financial assets and liabilities according to the hierarchy established by the FASB, which prioritizes the inputs to valuation techniques used to measure fair value. The Company also considers counterparty credit risk in its assessment.

At March 31, 2016 and December 31, 2015, the fair value of the Company’s financial assets and liabilities is classified in one of three categories, as follows (in thousands):

10

Exhibit 99.3

6. Fair Value Measurement (continued)

													
 	Level 1	Level 2	Level 3	Total	
March 31, 2016	 	 	 	 	
Overnight cash investments (unaudited)	$	4,430		$	—		$	—		$	4,430		
 	$	4,430		$	—		$	—		$	4,430		

													
 	Level 1	Level 2	Level 3	Total	
December 31, 2015	 	 	 	 	
Overnight cash investments	$	5,089		$	—		$	—		$	5,089		
 	$	5,089		$	—		$	—		$	5,089		

Reconciling items exist between the overnight cash investments total and the cash and cash equivalents line item on the balance sheets. The fair value of the Company’s financial instruments in Level 1 are cash and cash equivalents and, therefore, do not require significant judgment by management.
7. Subsequent Events

Amoco Tri-States NGL Pipeline Company has sold its 16 2/3% partnership interest to Emerald Midstream, LLC, an affiliate of ArcLight Capital Partners, LLC effective March 31, 2016.
The Company evaluated and disclosed subsequent events through June 29, 2016, the date these financial statements were available to be issued.

11

Exhibit 99.4

WILPRISE PIPELINE COMPANY, L.L.C.
INDEX TO FINANCIAL STATEMENTS

	
		
 	Page	
Independent Auditors' Report	2	
Balance Sheets as of March 31, 2016 (unaudited) and December 31, 2015	3	
Statements of Operations for the three months ended March 31, 2016 and 2015 (unaudited) and for the year ended December 31, 2015	4	
Statements of Cash Flows for the three months ended March 31, 2016 and 2015 (unaudited) and for the year ended December 31, 2015	5	
Statements of Members’ Equity for the three months ended March 31, 2016 (unaudited) and for the year ended December 31, 2015	6	
Notes to the financial statements	7	

1

Exhibit 99.4

INDEPENDENT AUDITORS’ REPORT

To the Board of Directors of Wilprise Pipeline Company, L.L.C.
Houston, Texas

We have audited the accompanying financial statements of Wilprise Pipeline Company, L.L.C. (the "Company"), which comprise the balance sheet as of December 31, 2015, and the related statements of operations, cash flows and members’ equity for the year then ended, and the related notes to the financial statements.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Wilprise Pipeline Company, L.L.C. as of December 31, 2015, and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

/s/ Deloitte & Touche LLP

Houston, Texas
May 31, 2016

2

Exhibit 99.4

WILPRISE PIPELINE COMPANY, L.L.C.
BALANCE SHEETS
( in thousands )

											
 	 	 	 	March 31, 2016	 	December 31, 2015	
 	 	 	 	(unaudited)	 	 	
ASSETS:	 	 	 	
 	Current assets	 	 	 	
 	 	Cash and cash equivalents	$	1,782		 	$	1,481		
 	 	Accounts receivable- trade	170		 	199		
 	 	Accounts receivable- related parties	696		 	1,097		
 	 	Other current assets	14		 	14		
 	 	 	Total current assets	2,662		 	2,791		
 	Property, plant and equipment, net	12,235		 	12,434		
 	Other Assets	162		 	166		
 	 	Total assets	$	15,059		 	$	15,391		
 	 	 	 	
LIABILITIES AND MEMBERS' EQUITY:	 	 	 	
 	Current liabilities	 	 	 	
 	 	Accounts payable- related parties	16		 	6		
 	 	Accrued product payable	156		 	—		
 	 	Accrued expenses	37		 	75		
 	 	 	Total current liabilities	209		 	81		
 	 	 	 	 	 	 	
 	Other Liabilities	34		 	33		
 	Commitments and contingencies (see Note 6)	 	 	 	
 	Members' equity	14,816		 	15,277		
 	 	 	Total liabilities and members' equity	$	15,059		 	$	15,391		
               
The accompanying notes are an integral part of these financial statements.

3

Exhibit 99.4

WILPRISE PIPELINE COMPANY, L.L.C.
STATEMENTS OF OPERATIONS
(in thousands)

	
													
 	 	Three Months ended March 31,	 	Year Ended December 31, 2015	
 	 	2016	 	2015	 		
 	 	(unaudited)	 	 	
 	 	 	 	 	 	 	
Transportation revenues	$	1,417		 	$	1,180		 	$	5,572		
Costs and expenses:	 	 	 	 	 	
 	Depreciation and accretion expenses	200		 	200		 	801		
 	Operating costs and expenses	340		 	225		 	954		
 	General and administrative	13		 	13		 	51		
Total costs and expenses	553		 	438		 	1,806		
 	 	 	 	 	 	
Net income	$	864		 	$	742		 	$	3,766		

The accompanying notes are an integral part of these financial statements.

4

Exhibit 99.4

 
WILPRISE PIPELINE COMPANY, L.L.C.
STATEMENTS OF CASH FLOWS
(in thousands)

														
 	 	 	Three months ended March 31,	 	Year ended December 31,	
 	 	 	2016	 	2015	 	2015	
 	 	 	(unaudited)	 	 	
Operating activities	 	 	 	 	 	
 	Net income	$	864		 	$	742		 	$	3,766		
 	Adjustments to reconcile net income to net cash provided by operating activities:	 	 	 	 	 	
 	 	Depreciation and accretion expenses	200		 	200		 	801		
 	Effect of changes in operating accounts:	 	 	 	 	 	
 	 	Decrease (increase) in accounts receivable	430		 	502		 	(402	)	
 	 	Increase in other current assets	—		 	(4	)	 	—		
 	 	Decrease in other assets	4		 	3		 	14		
 	 	Increase (decrease) in accounts payable	10		 	(23	)	 	(42	)	
 	 	Increase (decrease) in product payable	156		 	46		 	—		
 	 	Increase (decrease) in accrued expenses	(38	)	 	16		 	18		
 	 	   Net cash provided by operating activities	1,626		 	1,482		 	4,155		
Financing activities:	 	 	 	 	 	
 	Cash distributions to Members	(1,325	)	 	—		 	(2,850	)	
 	 	Cash used in financing activities	(1,325	)	 	—		 	(2,850	)	
 	 	Net change in cash and cash equivalents	301		 	1,482		 	1,305		
Cash and cash equivalents at beginning of period	1,481		 	176		 	176		
Cash and cash equivalents at end of period	$	1,782		 	$	1,658		 	$	1,481		

The accompanying notes are an integral part of these financial statements.

5

Exhibit 99.4

WILPRISE PIPELINE COMPANY, L.L.C.
STATEMENTS OF MEMBERS' EQUITY
(in thousands)

	
													
 	 	Amoco Louisiana Fractionator Company (25.3%)	 	Enterprise Products Operating LLC (74.7%)	 	Total	
Balance, January 1, 2015	3,634		 	10,727		 	14,361		
 	Net income	953		 	2,813		 	3,766		
 	Cash distributions to Members	(721	)	 	(2,129	)	 	(2,850	)	
Balance at December 31, 2015	3,866		 	11,411		 	15,277		
 	Net income (unaudited)	218		 	646		 	864		
 	Cash distributions to Members (unaudited)	(335	)	 	(990	)	 	(1,325	)	
Balance at March 31, 2016 (unaudited)	$	3,749		 	$	11,067		 	$	14,816		
 	 	 	 	 	 	 	
 	 	Amoco Louisiana Fractionator Company (25.3%)	 	Enterprise Products Operating LLC (74.7%)	 	Total	
Balance, January 1, 2015	$	3,634		 	$	10,727		 	$	14,361		
 	Net income (unaudited)	$	188		 	$	554		 	$	742		
Balance, March 31, 2015 (unaudited)	$	3,822		 	$	11,281		 	$	15,103		

The accompanying notes are an integral part of these financial statements.

6

Exhibit 99.4

WILPRISE PIPELINE COMPANY, L.L.C.
NOTES TO FINANCIAL STATEMENTS

1. Company Organization and Description of Business

Company Organization
Wilprise Pipeline Company, L.L.C. (“Wilprise”) is a Delaware limited liability company formed in September 1997 that owns a natural gas liquids (“NGL”) pipeline in southern Louisiana. Unless the context requires otherwise, references to “we,” “us,” “our,” or “the Company” within these notes are intended to mean the business and operations of Wilprise Pipeline Company, L.L.C.

Through March 31, 2016, we were owned by Enterprise Products Operating LLC (“Enterprise”) and Amoco Louisiana Fractionator Company (“Amoco”), which owned 74.7% and 25.3%, respectively, of our member interests. Effective April 1, 2016, Amoco transferred its membership interests to Emerald Midstream, LLC (“Emerald”). On April 25, 2016, American Midstream Emerald, LLC (“American Midstream”) entered into an agreement for the purchase of membership interests in certain natural gas pipeline systems, including Wilprise. Enterprise, Amoco, Emerald and American Midstream are referred to individually as a “Member,” or collectively as the “Members.”

Description of Business
The 30-mile Wilprise NGL pipeline transports NGLs from an interconnect with the Tri-States NGL pipeline near Kenner, Louisiana to an interconnect with the Baton Rouge NGL pipeline near Sorrento, Louisiana. The Tri-States and Baton Rouge NGL pipelines are owned by affiliates of Wilprise. An affiliate of Enterprise operates our pipeline.

2. Significant Accounting Policies

Our financial statements are prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”).

Except as noted within the context of each footnote disclosure, dollar amounts presented in the tabular data within these footnote disclosures are stated in thousands of dollars.

In preparing these financial statements, the Company has evaluated subsequent events for potential recognition or disclosure through May 31, 2016, the issuance date of the financial statements.

Basis of Presentation
Information presented in these financial statements that is specific to the three months ended March 31, 2016 and 2015, respectively, or as of March 31, 2016 has not been audited. Our results of operations for the three months ended March 31, 2016 are not necessarily indicative of results expected for the full year of 2016. In our opinion, the accompanying unaudited financial statements as of March 31, 2016 and for the three months ended March 31, 2016 and 2015 include all adjustments consisting of normal recurring accruals necessary for fair presentation.

Business Segment
We report one business segment, NGL Pipelines, which consists of providing NGL transportation services to customers in the area we serve.

Cash and Cash Equivalents
Cash and cash equivalents represent unrestricted cash on hand and may include highly liquid investments with original maturities of less than three months from the date of purchase.

Contingencies
Certain conditions may exist as of the date the financial statements are issued, which may result in a loss to the Company but which will only be resolved when one or more future events occur or fail to occur. The Company’s management and its legal counsel assess such contingent liabilities, and such assessment inherently involves an exercise of judgment. In assessing loss contingencies related to legal proceedings that are pending against the Company or unasserted claims that may result in such proceedings, the Company’s legal counsel evaluates the perceived merits of any legal proceedings or unasserted claims as well as the perceived merits of the amount of relief sought or expected to be sought therein.

7

Exhibit 99.4

If the assessment of a contingency indicates that it is probable that a material loss has been incurred and the amount of the liability can be estimated, then the estimated liability would be accrued and the nature of the contingent liability would be disclosed in the Company’s financial statements.

If the assessment indicates that a potentially material loss contingency is not probable, but is reasonably possible, or is probable but cannot be estimated, then the nature of the contingent liability, together with an estimate of the range of possible loss if determinable and material, would be disclosed.

Loss contingencies considered remote are generally not disclosed or recorded unless they involve guarantees that are material to the Company, in which case the nature of the guarantee would be disclosed.

We had no matters requiring loss contingency accruals as of March 31, 2016 or December 31, 2015.

Environmental Costs
Our operations are subject to extensive federal environmental regulations. Environmental costs for remediation are accrued based on estimates of known remediation requirements.  Such accruals are based on management’s best estimate of the ultimate cost to remediate a site and are adjusted as further information and circumstances develop.  Those estimates may change substantially depending on information about the nature and extent of contamination, appropriate remediation technologies and regulatory approvals.  Expenditures to mitigate or prevent future environmental contamination are capitalized.  Ongoing environmental compliance costs are charged to expense as incurred.  In accruing for environmental remediation liabilities, costs of future expenditures for environmental remediation are not discounted to their present value, unless the amount and timing of the expenditures are fixed or reliably determinable. There were no environmental remediation liabilities incurred as of March 31, 2016 or December 31, 2015.

Estimates
Preparing our financial statements in conformity with GAAP requires us to make estimates that affect amounts presented in the financial statements. Our most significant estimates relate to the (i) useful lives and depreciation methods used for fixed assets and (ii) revenue and expense accruals.

Actual results could differ materially from our estimates. On an ongoing basis, we review our estimates based on currently available information. Any changes in the facts and circumstances underlying our estimates may require us to update such estimates, which could have a material impact on our financial statements.

Fair Value Information
The carrying amounts of cash and cash equivalents, accounts receivable and accounts payable approximate their fair values based on their short-term nature.

Impairment Testing for Long-Lived Assets
Long-lived assets such as property, plant and equipment are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Long-lived assets with carrying values that are not expected to be recovered through future cash flows are written-down to their estimated fair values. The carrying value of a long-lived asset is deemed not recoverable if it exceeds the sum of undiscounted cash flows expected to result from the use and eventual disposition of the asset. If the asset’s carrying value exceeds the sum of its undiscounted cash flows, a non-cash asset impairment charge equal to the excess of the asset’s carrying value over its estimated fair value is recorded. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at a specified measurement date. We measure fair value using market price indicators or, in the absence of such data, appropriate valuation techniques. No asset impairment charges were recognized during the three months ended March 31, 2016 and 2015, respectively, or for the year ended December 31, 2015.

Income Taxes
We are organized as a pass-through entity for federal income tax purposes. As a result, our financial statements do not provide for such taxes and our Members are individually responsible for their allocable share of our taxable income for federal income tax purposes.

Property, Plant and Equipment
Property, plant and equipment is recorded at cost. Expenditures for additions, improvements and other enhancements to property, plant and equipment are capitalized, and minor replacements, maintenance, and repairs that do not extend asset life or add value are charged to expense as incurred. When property, plant and equipment assets are retired or otherwise disposed of, the related

8

Exhibit 99.4

cost and accumulated depreciation is removed from the accounts and any resulting gain or loss is included in results of operations for the respective period.

In general, depreciation is the systematic and rational allocation of an asset’s cost, less its residual value (if any), to the reporting periods it benefits. Our property, plant and equipment is depreciated using the straight-line method, which results in depreciation expense being incurred evenly over the life of an asset. Our estimate of depreciation expense incorporates management assumptions regarding the useful economic lives and residual values of our assets.

Asset retirement obligations (“AROs”) are legal obligations associated with the retirement of tangible long-lived assets that result from their acquisition, construction, development and/or normal operation. When an ARO is incurred, we record a liability for the ARO and capitalize an equal amount as an increase in the carrying value of the related long-lived asset. ARO amounts are measured at their estimated fair value using expected present value techniques. Over time, the liability is accreted to its present value (through accretion expense) and the capitalized amount is depreciated over the remaining useful life of the related long-lived asset. We will incur a gain or loss to the extent that our ARO liabilities are not settled at their recorded amounts. See Note 3 for additional information regarding our property, plant and equipment and related AROs.

Revenue Recognition
We provide pipeline transportation services to shippers and recognize the associated revenues when NGL volumes are delivered. The tariffs we charge for such services are regulated by the Federal Energy Regulatory Commission and various state regulations. The statutes applicable to such tariffs require the filing of “just and reasonable” tariff rates and the provision of nondiscriminatory service to shippers.

3. Property, Plant and Equipment

Our property, plant and equipment values and related accumulated depreciation balances were as follows at the dates indicated:

									
 	Estimated
Useful Life	March 31,	 	December 31,	
 		2016	 	2015	
 	 	(Unaudited)	 	 	
Plant and pipeline facilities	To 2031	$	25,302		 	$	25,302		
Less: Accumulated depreciation	 	(13,067	)	 	(12,868	)	
Property, plant and equipment, net	 	$	12,235		 	$	12,434		

Asset Retirement Obligations
Our AROs result from pipeline right-of-way agreements associated with our pipeline operations. The following table presents information regarding our AROs for the periods presented:

								
 	For the Three	 	For the	
 	Months Ended	 	Year Ended	
 	March 31,	 	December 31,	
 	2016	 	2015	
 	(Unaudited)	 	 	
Balance, beginning of period	$	33		 	$	30		
Accretion expense	1		 	3		
Balance, end of period	$	34		 	$	33		

Property, plant and equipment at both March 31, 2016 and December 31, 2015 include $4 thousand of asset retirement costs that were capitalized as an increase in the associated long-lived asset. The following table presents our forecast of accretion expense for the periods presented:

	
					
Remainder of
2016	2017	2018	2019	2020	
$ 2	$ 3	$ 4	$ 4	$ 4	

9

Exhibit 99.4

4. Members’ Equity

As a limited liability company, our Members are not personally liable for any of our debts, obligations or other liabilities. Income or loss amounts are allocated to Members based on their respective membership interests. Any cash contributions by and distributions to Members are also based on their respective membership interests.

5. Related Party Transactions

The following table summarizes our related party transactions for the periods presented:

	
												
 	For the Three Months ended March 31,	 	For the Year Ended December 31, 2015	
 	2016	 	2015	 		
 	(Unaudited)	 	 	
Transportation revenues	 	 	 	 	 	
Amoco and its affiliates	$	1,020		 	$	733		 	$	3,337		
Enterprise and its affiliates	—		 	—		 	501		
Total	$	1,020		 	$	733		 	$	3,838		
 	 	 	 	 	 	
Costs and expenses:	 	 	 	 	 	
Enterprise and its affiliates	$	53		 	$	53		 	$	213		

Costs and expenses shown in the table above are fees paid to an affiliate of Enterprise for pipeline operator services. The underlying pipeline operator agreement expired in February 2015, but was automatically renewed for two additional years. The operating agreement will be automatically renewed for successive two-year terms unless (i) the operator resigns or (ii) we notify the current operator at least 180 days prior to the end of the then current two year term that we are terminating the agreement and soliciting bids for operator services.

The following table summarizes our related party accounts receivable and accounts payable at the dates indicated:

	
				
 	March 31,	 	December 31,	
 	2016	 	2015	
 	(Unaudited)	 	 	
Accounts receivable - related parties	 	 	 	
Amoco and its affiliates	$ 591	 	$ 554	
Enterprise and its affiliates	105	 	543	
Total	$ 696	 	$ 1,097	
 	 	 	 	
Accounts payable - related parties	 	 	 	
Enterprise and its affiliates	$ 16	 	$ 6	

6. Commitments and Contingencies
    
Regulatory and Legal
As part of our normal business activities, we are subject to various laws and regulations, including those related to environmental matters. In the opinion of management, compliance with existing laws and regulations will not materially affect our financial position, results of operations or cash flows.

Also, in the normal course of business, we may be a party to lawsuits and similar proceedings before various courts and governmental agencies involving, for example, contractual disputes, environmental issues and other matters. We are not aware of any such matters as of March 31, 2016 or December 31, 2015. As new information becomes available, we will establish accruals and/or make disclosures as appropriate.

10

Exhibit 99.4

7. Significant Risks

Credit Risk Due to Customer Concentration
In terms of percentage of total revenues, our largest third party customer for 2015 was an affiliate of The Williams Companies, Inc. This customer accounted for 31% of our total revenues for the year ended December 31, 2015. The loss of this customer or a significant reduction in the volumes transported on our pipeline would have a material adverse effect on our financial position, results of operations and cash flows.

Nature of Operations
Our operations are within the midstream energy industry. As such, our financial position, results of operations and cash flows may be indirectly affected by changes in NGL commodity prices and changes in the relative price levels among other hydrocarbon products. In general, the prices of natural gas, NGLs, crude oil and other hydrocarbon products are subject to fluctuations in response to changes in supply, market uncertainty and a variety of additional factors that are beyond our control.

A significant decline in the volume of NGLs transported by our pipeline would adversely impact our profitability. Examples of factors that could result in a significant decline in the volume of NGLs transported include: long-term depressed prices for NGLs, a decrease in natural gas or crude oil exploration and development activities, and lower demand for NGLs by the petrochemical, refining or heating industries due to general economic conditions.

Insurance Risks
Our assets are located in south Louisiana, which is prone to tropical weather events such as hurricanes. If we were to experience a significant weather-related loss for which we were not fully insured, it could have a material impact on our financial position, results of operations and cash flows. Each Member is responsible for any loss or damage to our assets in proportion to its ownership interest.

8. Subsequent Events (Unaudited)

On June 27, 2016, a natural gas processing facility owned by Enterprise and located in Pascagoula, Mississippi experienced a fire that disrupted transportation volumes on the Tri-States NGL pipeline, and further on our pipeline.   Efforts are underway to reroute natural gas production to other regional natural gas processing facilities.   As a result, we expect that NGL transportation volumes on our pipeline will return to approximately normal levels in the near term.

11

Exhibit 99.5

Introduction to the Unaudited Pro Forma
Condensed Consolidated Financial Statements of American Midstream Partners, LP

References to we, us or our refer to American Midstream Partners, LP and its consolidated subsidiaries (the "Partnership"). On April 25, 2016 and April 27, 2016, American Midstream Emerald, LLC ("Emerald"), a wholly-owned indirect subsidiary of the Partnership, entered into two Purchase and Sale Agreements with Emerald Midstream, LLC, an affiliate of ArcLight Capital Partners, LLC, ("ArcLight") the majority owner of our General Partner, for the purchase of membership interests in certain midstream entities.
 
On April 25, 2016, Emerald entered into a Purchase and Sale Agreement for the purchase of membership interests in entities that own and operate natural gas pipeline systems in and around Louisiana, Alabama, Mississippi, and the Gulf of Mexico (the "Pipeline Purchase Agreement").  Pursuant to the Pipeline Purchase Agreement, Emerald acquired (i) 49-2/3% of the issued and outstanding membership interests of Destin Pipeline Company, L.L.C. ("Destin"), (ii) 16-2/3% of the issued and outstanding membership interests of Tri-States NGL Pipeline, L.L.C. ("Tri-States"), and (iii) 25.3% of the issued and outstanding membership interests of Wilprise Pipeline Company, L.L.C. ("Wilprise" and collectively with Destin and Tri-States, the "Companies"), in exchange for approximately $183.6 million (the "Pipeline Transaction").
 
The Destin pipeline is a FERC-regulated, 255-mile natural gas transport system with total capacity of 1.2 billion cubic feet per day ("Bcf/d").  The system originates offshore in the Gulf of Mexico and includes connections with four producing platforms, and six producer-operated laterals, including Delta House (as defined below).  The 120-mile offshore portion of the Destin system terminates at the Pascagoula processing plant and is the single source of raw natural gas to the plant.  The onshore portion of Destin is the sole delivery point for merchant-quality gas from the Pascagoula processing plant owned by Enterprise Product Partners, LP and extends 135 miles north in Mississippi.  Destin currently serves as the primary transfer of gas flows from the Barnett and Haynesville shale plays to Florida markets through interconnections with major interstate pipelines.  Contracted volumes on the Destin pipeline are based on life-of-field dedication, dedicated volumes over a given period, or interruptible volumes as capacity permits.  The Partnership acquired 49-2/3% of the issued and outstanding membership interests in Destin.  Enbridge Inc. is the remaining interest holder.  The Destin pipeline is operated by BP plc ("BP") as of July 7, 2016.
 
The Tri-States pipeline is a FERC-regulated, 161-mile natural gas liquids ("NGL") pipeline and sole form of transport to Louisiana-based fractionators for NGLs produced at the Pascagoula plant served by Destin, the Mobile Bay plant owned by Williams Partners, L.P., and the Mobile Bay plant owned by DCP Midstream Partners, L.P.  The Tri-States pipeline terminates at the Kenner Louisiana Junction where NGLs access Enterprise Products Partners L.P.’s Norco fractionation facility, the Wilprise pipeline, and/or the Belle Rose NGL pipeline. BP operates the Tri-States pipeline as of July 7, 2016.

The Wilprise pipeline is a FERC-regulated, approximately 30-mile NGL pipeline that originates at the Kenner Junction and terminates in Sorrento, Louisiana where volumes flow via pipeline to a Baton Rouge fractionator operated by Energy Production Corporation.  The Partnership acquired 16-2/3% of the issued and outstanding membership interests in Tri-States and 25.3% of the issued and outstanding membership interests in Wilprise. Enterprise Products Partners L.P. is the majority interest holder in both the Tri-States and Wilprise pipelines and operator of the Wilprise pipeline.
 
On April 27, 2016, Emerald entered into a Purchase and Sale Agreement for the purchase of 66-2/3% of the issued and outstanding membership interests of Okeanos Gas Gathering Company, LLC ("Okeanos"), in exchange for a cash purchase price of approximately $27.4 million (such Purchase and Sale Agreement, the "Okeanos Purchase Agreement," and such transaction, the "Okeanos Transaction," and together with the Pipeline Transaction, the "Emerald Transactions"). The Okeanos pipeline is a 100-mile natural gas gathering system located in the Gulf of Mexico with a total capacity of 1.0 Bcf/d.  The Okeanos pipeline connects two platforms and one lateral, terminating at the Destin Main Pass 260 platform in the Mississippi Canyon region of the Gulf of Mexico.  Contracted volumes on the Okeanos pipeline are based on life-of-field dedication.  Enbridge, Inc. is the minority interest holder in the Okeanos pipeline.
 
The Partnership funded the aggregate purchase price for the Emerald Transactions with the issuance of 8,571,429 shares of newly-designated Series C convertible preferred units (the “Series C Preferred Units”) representing limited partnership interests in the Partnership and a warrant (the “Warrant”) to purchase up to 800,000 common units representing limited partnership interests in the Partnership at an exercise price of $7.25 amounting to a combined value of $120.0 million, plus additional borrowings of $91.0 million under the credit facility. Affiliates of our General Partner hold and participate in distributions on our Series C Preferred Units with such distributions being made in paid-in-kind Series C Preferred Units, cash or a combination thereof at the election of the Board of Directors of our General Partner.

1

Exhibit 99.5

The Pipeline Purchase Agreement and the Okeanos Purchase Agreement contain customary representations, warranties, covenants and agreements by Emerald and the other parties thereto, indemnification obligations of Emerald and the other parties thereto, and other obligations of the parties.  The representations, warranties and covenants contained in the Pipeline Purchase Agreement and the Okeanos Purchase Agreement were made only for purposes of such agreement as of specific dates, were solely for the benefit of the parties to such agreement, and may be subject to limitations agreed upon by the contracting parties.
 
The unaudited pro forma condensed consolidated financial statements present the impact of the Emerald Transactions ("the Transactions") on our results of operations and financial position. The Partnership will account for its acquired interests from the Emerald Transactions (collectively, the "Investments") under the equity method of accounting. The Investments were recorded at Emerald Midstream, LLC's carrying value as of the closing date, as the Transactions were between entities under common control, with the difference between the carrying value and the aggregate purchase price recorded as an increase to the General Partners' capital account.

The unaudited pro forma condensed consolidated balance sheet and the unaudited pro forma condensed consolidated statements of operations as of and for the three months ended March 31, 2016 are based upon the historical unaudited consolidated financial statements of the Partnership and the entities underlying the Emerald Transactions. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2015, are based upon the historical unaudited and audited consolidated financial statements of the Partnership and the entities underlying the Emerald Transactions.

The unaudited pro forma condensed consolidated balance sheet as of March 31, 2016 has been prepared as if the Transaction had occurred on that date. The unaudited pro forma condensed consolidated statements of operations for the three months ended March 31, 2016 and year ended December 31, 2015 have been prepared as if the Transactions had occurred on January 1, 2015. The unaudited pro forma condensed consolidated statements of operations have been prepared based on the assumption that the Partnership will continue to be treated as a partnership for U.S. federal and state income tax purposes and therefore will not be subject to U.S. federal income taxes or state income taxes, with the exception of Texas franchise tax and the Partnership's subsidiary, Blackwater Midstream Corporation. The unaudited pro forma condensed consolidated statements of operations have also been prepared based on certain pro forma adjustments, as described in Note 2 - Pro Forma Adjustments.

The following unaudited pro forma condensed consolidated financial statements are qualified in their entirety by reference to, and should be read in conjunction with, the following historical financial statements and related notes contained in those reports: (i) the Partnership's unaudited historical condensed consolidated financial statements set forth in its Quarterly Report on Form 10-Q as of and for the three months ended March 31, 2016, as filed with the Securities and Exchange Commission ("SEC"); (ii) the Partnership's audited historical consolidated financial statements set forth in its Annual Report on Form 10-K as of and for the year ended December 31, 2015 as filed with the SEC; and (iii) the audited historical financial statements and unaudited interim historical financial statements of the entities underlying the Emerald Transactions set forth Exhibits 99.1 through 99.4 of this Amendment No. 1 to the Current Report on Form 8-K/A.

The pro forma adjustments reflected in the unaudited pro forma financial statements are based upon currently available information and certain assumptions and estimates and therefore, the actual effects of these transactions differ from the pro forma adjustments. However, the Partnership's management considers the applied estimates and assumptions to provide a reasonable basis for the presentation of the significant effects of certain transactions that are expected to have a continuing impact on the Partnership. In addition, the Partnership's management considers the pro forma adjustments to be factually supportable and to appropriately represent the expected impact of items that are directly attributable to the acquisition of the membership interest in the Investments by the Partnership.

The unaudited pro forma condensed consolidated statements of operations may not be indicative of the results that would have occurred if the Partnership had acquired the membership interests in the entities underlying the Emerald Transactions on the dates indicated nor are they indicative of the future operating results of the Partnership.

2

Exhibit 99.5

AMERICAN MIDSTREAM PARTNERS, LP
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF MARCH 31, 2016
(in thousands)

														
 	 	 	Partnership Historical	 	Acquisition Pro Forma Adjustments	(a)	Partnership Pro Forma	
Assets	 	 	 	 	 	
 	Current assets	 	 	 	 	 	
 	 	Cash and cash equivalents	$	—		 	$	(91,036	)	(b)	$	—		
 	 	 	 	 	92,274		(d)	 	
 	 	 	 	 	(1,238	)	(d)	 	
 	 	Accounts receivable	6,258		 	—		 	6,258		
 	 	Unbilled revenue	14,519		 	—		 	14,519		
 	 	Risk management assets	206		 	—		 	206		
 	 	Other current assets	6,827		 	—		 	6,827		
 	 	Total current assets	27,810		 	—		 	27,810		
 	Property, plant and equipment, net	650,285		 			 	650,285		
 	Goodwill	16,262		 	—		 	16,262		
 	Intangible assets, net	99,877		 	—		 	99,877		
 	Investment in unconsolidated affiliates	81,047		 	212,026		(c)	293,073		
 	Other assets, net	14,221		 	1,238		(d)	15,459		
 	 	Total assets	$	889,502		 	$	213,264		 	$	1,102,766		
Liabilities and Partners' Capital	 	 	 	 	 	
 	Current liabilities	 	 	 	 	 	
 	 	Accounts payable	$	5,255		 	$	—		 	$	5,255		
 	 	Accrued gas purchases	6,532		 	—		 	6,532		
 	 	Accrued expenses and other current liabilities	25,861		 	—		 	25,861		
 	 	Current portion of long-term debt	1,672		 	—		 	1,672		
 	 	Risk management liabilities	163		 	—		 	163		
 	 	Total current liabilities	39,483		 	—		 	39,483		
 	 	Risk management liabilities	730		 	—		 	730		
 	 	Asset retirement obligations	28,750		 	—		 	28,750		
 	 	Other liabilities	505		 	—		 	505		
 	 	Long-term debt	549,400		 	92,274		(d)	641,674		
 	 	Deferred tax liability	6,120		 	—		 	6,120		
 	 	Total liabilities	624,988		 	92,274		 	717,262		

3

Exhibit 99.5

	
														
 	Commitments and contingencies	 	 	 	 	 	
 	Convertible preferred units and Warrants	 	 	 	 	 	
 	 	Series A convertible preferred units (9,499 thousand units issued and outstanding as of March 31, 2016)	174,183		 	—		 	174,183		
 	 	Series C convertible preferred units (8,571 thousand units issued and outstanding)	—		 	115,519		(f)	115,519		
 	Equity and partners’ capital	 	 	 	 	 	
 	 	General Partner Interests (542 thousand units issued and outstanding as of March 31, 2016)	(108,036	)	 	990		(e)	(107,046	)	
 	 	 	 	 	4,481		(g)	4,481		
 	 	Limited Partner Interests (30,890 thousand units issued and outstanding as of March 31, 2016)	193,711		 	—		 	193,711		
 	 	Accumulated other comprehensive income	54		 	—		 	54		
 	 	Total partners’ capital	85,729		 	5,471		 	91,200		
 	 	Noncontrolling interest	4,602		 	—		 	4,602		
 	 	Total equity and partners' capital	$	90,331		 	$	5,471		 	$	95,802		
 	 	Total liabilities, equity and partners' capital	$	889,502		 	$	213,264		 	$	1,102,766		

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

4

Exhibit 99.5

AMERICAN MIDSTREAM PARTNERS, LP
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
THREE MONTHS ENDED MARCH 31, 2016
(in thousands, except earnings per unit)

												
 	Partnership Historical	 	Acquisition Pro Forma Adjustments	(a)	Partnership Pro Forma	
Revenue	$	46,123		 	$	—		 	$	46,123		
Gain (loss) on commodity derivatives	(103	)	 	—		 	(103	)	
Total revenue	46,020		 	—		 	46,020		
Operating expenses:	 	 	 	 	 	
Purchases of natural gas, NGLs and condensate	16,913		 	—		 	16,913		
Direct operating expenses	14,521		 	—		 	14,521		
Selling, general and administrative expenses	8,534		 	—		 	8,534		
Equity compensation expense	1,084		 	—		 	1,084		
Depreciation, amortization and accretion expense	10,094		 	—		 	10,094		
Total operating expenses	51,146		 	—		 	51,146		
Gain (loss) on sale of assets, net	10		 	—		 	10		
Operating income (loss)	(5,116	)	 	—		 	(5,116	)	
Other income (expenses):	 	 	 	 	 	
Interest expense	(5,872	)	 	(952	)	(h)	(6,890	)	
 	 	 	(66	)	(i)	 	
Earnings in unconsolidated affiliates	7,343		 	5,428		(j)	13,181		
 	 	 	410		(k)	 	
Net income (loss) before income tax (expense) benefit	(3,645	)	 	4,820		 	1,175		
Income tax (expense) benefit	(319	)	 	—		 	(319	)	
Net income (loss) from continuing operations	(3,964	)	 	4,820		 	856		
Income (loss) from discontinued operations, net of tax	—		 	—		 	—		
Net income (loss)	(3,964	)	 	4,820		 	856		
Net income (loss) attributable to noncontrolling interests	(13	)	 	—		 	(13	)	
Net income (loss) attributable to the Partnership	$	(3,951	)	 	$	4,820		 	$	869		
 	 	 	 	 	 	
General Partners' Interest in net income (loss)	$	(52	)	 	 	 	$	11		
Limited Partners’ Interest in net income (loss)	$	(3,899	)	 	 	 	$	858		
 	 	 	 	 	 	
Basic and diluted:	 	 	 	 	 	
Net income (loss)	$	(0.33	)	 	0.02		(l)	$	(0.31	)	
Weighted average number of units outstanding:	 	 	 	 	 	
Basic and diluted	30,819		 	 	 	30,819		
See accompanying notes to unaudited pro forma condensed consolidated financial statements.

5

Exhibit 99.5

AMERICAN MIDSTREAM PARTNERS, LP
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
YEAR ENDED DECEMBER 31, 2015
(in thousands, except earnings per unit)

												
 	Partnership Historical	 	Acquisition Pro Forma Adjustments	(a)	Partnership Pro Forma	
Revenue	$	235,034		 	$	—		 	$	235,034		
Gain (loss) on commodity derivatives, net	1,324		 	—		 	1,324		
   Total revenue	236,358			—		 	236,358		
Operating expenses:	 	 	 	 	 	
Purchases of natural gas, NGLs and condensate	105,883		 	—		 	105,883		
Direct operating expenses	59,549		 	—		 	59,549		
Selling, general and administrative expenses	27,232		 	—		 	27,232		
Equity compensation expense	3,774		 	—		 	3,774		
Depreciation, amortization and accretion expense	38,014		 	—		 	38,014		
Total operating expenses	234,452		 	—		 	234,452		
 	 	 	 	 	 	
Gain (loss) on sale of assets, net	(3,011	)	 	 	 	(3,011	)	
Loss on impairment of goodwill	(118,592	)	 	—		 	(118,592	)	
Operating income (loss)	(119,697	)	 	—		 	(119,697	)	
Other income (expense):	 	 	 	 	 	
Interest expense	(14,745	)	 	(3,390	)	(h)	(18,400	)	
 	 	 	(265	)	(i)	 	
Earnings (loss) in unconsolidated affiliates	8,201		 	12,719		(j)	22,559		
 	 	 	1,639		(k)	 	
Net income (loss) before income tax benefit	(126,241	)	 	10,703		 	(115,538	)	
Income tax (expense) benefit	(1,134	)	 	—		 	(1,134	)	
Net income (loss) from continuing operations	(127,375	)	 	10,703		 	(116,672	)	
Discontinued operations	 	 	 	 			
Income (loss) from discontinued operations, net of tax	(80	)	 	—		 	(80	)	
Net income (loss)	(127,455	)	 	10,703		 	(116,752	)	
Net income (loss) attributable to noncontrolling interests	25		 	—		 	25		
Net income (loss) attributable to the Partnership	$	(127,480	)	 	$	10,703		 	$	(116,777	)	
 	 	 	 	 			
General Partner's Interest in net income (loss)	$	(1,645	)	 	 	 	$	(1,507	)	
Limited Partner's Interest in net income (loss)	$	(125,835	)	 	 	 	$	(115,270	)	
 	 	 	 	 	 	
Basic and diluted:	 	 	 	 	 	
Net income (loss)	$	(6.00	)	 	(0.25	)	(l)	$	(6.25	)	
 	 	 	 	 	 	
Weighted average number of common units outstanding:	 	 	 	 	 	
Basic and diluted	24,983		 	 	 	24,983		

See accompanying notes to unaudited pro forma condensed consolidated financial statements.

6

Exhibit 99.5

Notes to the Unaudited Pro Forma Condensed Consolidated Financial Statements of
American Midstream Partners, LP
1. Basis of presentation
The unaudited pro forma condensed consolidated financial statements are based upon the historical and unaudited consolidated financial statements of the Partnership and the historical audited and unaudited financial statements of the entities underlying the Emerald Transactions as of and for the three months ended March 31, 2016 and for the year ended December 31, 2015.
The unaudited pro forma condensed consolidated financial statements present the impact of the acquisition of the membership interests in the entities underlying the Emerald Transactions, which was described in the Introduction to the Unaudited Pro Forma Condensed Consolidated Financial Statements, on the Partnership's results of operations and financial position.
2. Pro forma adjustments
The following adjustments have been prepared as if the Emerald Transactions occurred (i) on March 31, 2016 in the case of the unaudited pro forma condensed consolidated balance sheet; and (ii) on January 1, 2015 in the case of the unaudited pro forma condensed consolidated statement of operations for the three months ended March 31, 2016 and for the year ended December 31, 2015:
		
a.	Represents the Partnership's acquisition (i) 49-2/3% of the issued and outstanding membership interests of Destin, (ii) 16-2/3% of the issued and outstanding membership interests of Tri-States, and (iii) 25-1/3% of the issued and outstanding membership interests of Wilprise, all on April 25, 2016, and the Partnership's acquisition of 66-2/3% of the issued and outstanding membership interests of Okeanos on April 27, 2016. Each of these investments will be accounted for under the equity method.	
		
b.	Represents the cash purchase price for the interests in the Investments paid to an ArcLight affiliate upon closing of the Transactions.	
		
c.	Represents the ArcLight affiliate's carrying value of the membership interests acquired. We recorded the acquisition at the ArcLight affiliate's carrying value, given the Transactions were between entities under common control.	
		
d.	Represents the $91.0 million portion of the aggregate purchase price funded by drawing on the Partnership's credit facility as well as $1.2 million of deferred financing costs incurred to increase the borrowing capacity of the Partnership's credit facility to enable the Partnership to draw the necessary funds.	
		
e.	Represents a deemed capital contribution from the General Partner for the difference between the consideration given and the ArcLight affiliate's historical carrying value of the membership interests acquired in the common control transactions.	
		
f.	Represents the preliminary allocation of value to the Series C Preferred Units on the basis of relative fair values. As conversion of the Series C Preferred Units is at the option of the holder and the Partnership may be required to redeem the units in the future based on an event which is outside the Partnership’s control, the Series C Preferred Units have been classified as mezzanine equity in the unaudited pro forma condensed consolidated balance sheet.	
		
g.	Represents the preliminary allocation of value to the Warrant on the basis of relative fair values.	
		
h.	Reflects the inclusion of interest expense on the Partnership's additional borrowings of $92.3 million under its revolving credit facility, which had a weighted average interest rate of 4.13% and 3.67%, for the three months ended March 31, 2016 and the year ended December 31, 2015, respectively. A 0.125% change in the assumed interest rate would result in an adjustment to interest expense of $0.03 million for the three months ended March 31, 2016 and $0.12 million for the year ended December 31, 2015.	
		
i.	Represents the amortization of additional deferred financing costs as described in adjustment (d) above.	
		
j.	Reflects the adjustment to recognize the Partnership's share in the net income (loss) of the entities underlying the Emerald Transactions for the periods presented as summarized in the following table:	

7

Exhibit 99.5

	
																	
 	 	Three Months ended March 31, 2016	 	Year ended December 31, 2015	
Entity - Membership Interest	 	Net income (loss)	 	Pro forma Earnings (loss)	 	Net income (loss)	 	Pro forma Earnings (loss)	
Destin - 49 2/3%	 	$	5,731		 	$	2,846		 	$	10,292		 	$	5,111		
Okeanos - 66 2/3%	 	1,563		 	1,042		 	4,404		 	2,936		
Tri-States - 16 2/3%	 	7,927		 	1,321		 	22,325		 	3,719		
Wilprise - 25 1/3%	 	864		 	219		 	3,766		 	953		
Total	 	$	16,085		 	$	5,428		 	$	40,787		 	$	12,719		
		
k.	Reflects the adjustment to recognize the amortization of the existing basis differences between the Partnership's respective investments and its share of the net assets of the underlying entities of the Emerald Transactions. The differences will be amortized on a straight-line basis over the remaining lives of the underlying assets (approximately 19 years.)	
		
l.	Reflects the adjustment to recognize the earnings per unit allocated to the limited partners in accordance with their respective ownership percentages, after giving effect to preliminary estimated contractual distributions on Series C Preferred Units.	
3. Pro forma net income (loss) per limited common and general partner unit

Net income (loss) is allocated to the General Partner and the limited partners in accordance with their respective ownership percentages, after giving effect to contractual distributions on series A and C convertible preferred units, limited partner units and the general partner units, including incentive distribution rights, if applicable. Basic and diluted net income (loss) per limited partner unit is calculated by dividing limited partners’ interest in net income (loss) by the weighted average number of limited partner units outstanding during the period.

We compute earnings per unit using the two-class method. The two-class method requires that securities that meet the definition of a participating security be considered for inclusion in the computation of basic earnings per unit. Under the two-class method, earnings per unit is calculated as if all of the earnings for the period were distributed under the terms of the partnership agreement, regardless of whether the general partner has discretion over the amount of distributions to be made in any particular period, whether those earnings would actually be distributed during a particular period from an economic or practical perspective, or whether the general partner has other legal or contractual limitations on its ability to pay distributions that would prevent it from distributing all of the earnings for a particular period.

The two-class method does not impact our overall net income (loss) or other financial results; however, in periods in which aggregate net income exceeds our aggregate distributions for such period, it will have the impact of reducing net income (loss) per limited partner unit. This result occurs as a larger portion of our aggregate earnings, as if distributed, is allocated to the incentive distribution rights of the general partner, even though we make distributions on the basis of available cash and not earnings. In periods in which our aggregate net income does not exceed our aggregate distributions for such period, the two-class method does not have any impact on our calculation of earnings per limited partner unit. We have no dilutive securities, therefore basic and diluted net income per unit are the same.

8