UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  August 19, 2014

AMERICAN MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)
Delaware    001-35257    27-0855785

				

(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)	
1400 16th Street, Suite 310
Denver, Colorado   
(Address of principal executive offices)	80202  
(Zip Code)	
    
Registrant’s telephone number, including area code: (720) 457-6060

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

 
Item 7.01 Regulation FD

Investor Presentation

In accordance with General Instruction B.2 of Form 8-K, the following information in this Current Report on Form 8-K (including the exhibit) is furnished pursuant to Item 7.01 and shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section. This Current Report will not be deemed an admission as to the materiality of any information in the report that is required to be disclosed solely by Regulation FD.

From August 19 to August 20, 2014, Stephen W. Bergstrom, Executive Chairman, President and Chief Executive Officer, Daniel C. Campbell, Senior Vice President & Chief Financial Officer, and Kyle Quackenbush, Director of Finance, attended the Citi 2014 MLP/Midstream Infrastructure Conference in Las Vegas, Nevada. The information included with this Current Report as Exhibit 99.1 includes graphic images or slides that were made available at the meeting. These slides are available for viewing at our website, www.americanmidstream.com , although we reserve the right to discontinue that availability at any time.

This discussion contains forward-looking statements that reflect management’s current views with respect to future events and financial performance. Important factors that could cause actual results to differ materially from the expectations expressed or implied in the forward-looking statements include known and unknown risks. These risks and uncertainties, many of which are beyond our control, include, but are not limited to, the risks set forth in periodic reports we file with the SEC, including our Annual Report on Form 10-K for the year ended December 31, 2013 and Quarterly Report on Form 10-Q for the quarter ended June 30, 2014. Some of these and other risks and uncertainties that could cause actual results to differ materially from such forward-looking statements are more fully described under the heading "Risk Factors.” Except as may be required by applicable law, we undertake no obligation to publicly update or advise of any change in any forward-looking statement, whether as a result of new information, future events or otherwise.

Private Placement Press Release

On August 18, 2014, American Midstream Partners, LP issued a press release announcing an amendment to its previously announced private placement of common units. A copy of the press release covering such announcement is attached hereto as Exhibit 99.2.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. See “Exhibits Index” attached to this Current Report on Form 8-K, which is incorporated by reference herein.

SIGNATURES

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

		
 	
 	American Midstream Partners, LP
By : American Midstream GP, LLC,  
       its General Partner   	
Date: August 19, 2014	By: /s/ Daniel C. Campbell
Name: Daniel C. Campbell
Title: Senior Vice President and Chief Financial Officer	

Exhibit Index

Exhibit Number          Description

		
99.1	Presentation on August 19 and 20, 2014 with investors and analysts in Las Vegas, Nevada.	
99.2	American Midstream Partners, LP press release dated August 18, 2014.	

Exhibit 99.1

Exhibit 99.1

Exhibit 99.1

Exhibit 99.1

Exhibit 99.1

Exhibit 99.1

Exhibit 99.1

Exhibit 99.1

Exhibit 99.1

Exhibit 99.1

Exhibit 99.1

Exhibit 99.1

Exhibit 99.1

Exhibit 99.1

Exhibit 99.1

Exhibit 99.1

Exhibit 99.1

Exhibit 99.1

Exhibit 99.1

Exhibit 99.2

American Midstream Announces Private Placement of Common Units 
DENVER, CO – August 18, 2014 – American Midstream Partners, LP (NYSE: AMID) (“Partnership”) announced today an amendment to the previously announced private placement of common units. In July, the Partnership announced the execution of an agreement with a group of institutional investors to sell common units in a private placement. On August 15, 2014, and as a result of the previously announced modification of the acquisition of assets from DCP Midstream, LLC, the Partnership amended the common unit purchase agreement to change the common units to be sold in the private placement from $200 million to approximately $120 million.

The Partnership expects to issue approximately 4.6 million common units upon closing the transaction on August 20, 2014. The Partnership intends to use the net proceeds from the private placement to support future growth and for general partnership purposes.
“We are pleased to announce a private placement to fund our near-term growth initiatives,” said Steve Bergstrom, Executive Chairman, President and CEO. “We continue to focus on increasing the liquidity of our common units and we appreciate the support of the institutional investors that participated in the offering. We are demonstrating the ability to build scale through acquisitions and asset development projects, and I am confident that with the growth projects currently underway, as well as acquisitions, drop downs, organic growth and asset development opportunities we are pursuing, we will continue to deliver long-term, sustainable distribution growth.”
This press release is not, and shall not constitute an offer to sell or a solicitation of an offer to buy the securities described herein.

About American Midstream Partners, LP

Denver-based American Midstream Partners is a growth-oriented limited partnership formed to own, operate, develop and acquire a diversified portfolio of midstream energy assets. The Partnership provides midstream services in the Texas, Gulf Coast and Southeast regions of the United States. For more information about American Midstream Partners, LP, visit www.AmericanMidstream.com .

Investor Contact

Allysa Howell, 303-942-2359
AHowell@Americanmidstream.com
Investor Relations Manager

Forward-Looking Statements

This press release includes forward-looking statements. These statements relate to, among other things, projections of operational volumetrics and improvements, growth projects, cash flows and capital expenditures. We have used the words "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," "will," "potential," and similar terms and phrases to identify forward-looking statements in this press release. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. Our

1

Exhibit 99.2

operations and future growth involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. Actual results and trends in the future may differ materially from those suggested or implied by the forward-looking statements depending on uncertainties related to the closing of the private placement described in this press release as well as a variety of other factors, which are described in greater detail in our filings with the SEC. Please see our Risk Factor disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2013 filed on March 11, 2014, and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2014 filed on August 11, 2014. All future written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the previous statements. The forward-looking statements herein speak as of the date of this press release. We undertake no obligation to update any information contained herein or to publicly release the results of any revisions to any forward-looking statements that may be made to reflect events or circumstances that occur, or that we become aware of, after the date of this press release.

2