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As filed with the Securities and Exchange Commission on August 23, 2011
Registration No. 333-

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
 
AMERICAN MIDSTREAM PARTNERS, LP
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction
of incorporation or organization)	 	27-0855785
(I.R.S. Employer
Identification No.)	
1614 15th Street , Suite 300
Denver, Colorado 80202
(Address of Principal Executive Offices) (Zip Code)
AMENDED AND RESTATED
AMERICAN MIDSTREAM GP, LLC
LONG-TERM INCENTIVE PLAN
(Full title of the plan)
 
Brian F. Bierbach
President and Chief Executive Officer
1614 15th Street , Suite 300
Denver, Colorado 80202
(Name and address of agent for service)
(720) 457-6060
(Telephone number, including area
code, of agent for service)

	
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.	

Large accelerated filer o	 	Accelerated filer o	 	Non-accelerated filer þ (Do not check if a smaller reporting company)	 	Smaller reporting company o	
CALCULATION OF REGISTRATION FEE

 	 	 	 	 	 	 	 	 	Proposed maximum	 	 	Proposed maximum	 	 	 	 	
 	 	 	 	Amount to be	 	 	offering price	 	 	aggregate offering	 	 	Amount of	 	
 	Title of securities to be registered	 	 	registered (1) (2)	 	 	per share (3)	 	 	price	 	 	registration fee	 	
 	Common units, representing limited partner interests	 	 	303,602	 	 	$	17.08	 	 	 	$	5,185,522.16	 	 	 	$	603	 	 	

			
(1)	 	Pursuant to Rule 416(a) under the Securities Act, there is also being registered such additional number of common units that become available under the plan because of events such as recapitalizations, stock dividends, stock splits or similar transactions effected without the receipt of consideration that increases the number of outstanding common units.	
 		
(2)	 	Represents common units reserved for issuance under the Amended and Restated American Midstream GP, LLC Long-Term Incentive Plan.	
 		
(3)	 	Estimated solely for purposes of calculating the registration fee in accordance with Rules 457(c) and 457(h) under the Securities Act. The price for the 303,602 Common Units being registered hereby is based on a price of $17.08, which is the average of the high and low trading prices per Common Unit of American Midstream Partners, LP as reported by the New York Stock Exchange on August 19, 2011.	

   

TABLE OF CONTENTS

									
PART I	
	Item 3. Incorporation of Documents by Reference	
	Item 4. Description of Securities	
	Item 5. Interests of Named Experts and Counsel	
	Item 6. Indemnification of Directors and Officers	
	Item 7. Exemption from Registration Claimed	
	Item 8. Exhibits	
	Item 9. Undertakings	
SIGNATURES	
EXHIBIT INDEX	
EX-5.1	
EX-23.1	
EX-23.2	

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PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
     American Midstream GP, LLC (the “Company”) will send or give to all participants in the American Midstream Partners, LP Amended and Restated Long-Term Incentive Plan (the “Plan”) the document(s) containing information required by Part I of Form S-8, as specified in Rule 428(b)(1) promulgated by the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). American Midstream Partners, LP (the “Registrant”) has not filed such document(s) with the Commission, but such documents (along with the documents incorporated by reference into this Form S-8 Registration Statement (the “Registration Statement”) pursuant to Item 3 of Part II hereof) shall constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
Item 3. Incorporation of Documents by Reference.
     Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, the Registrant hereby incorporates by reference into this Registration Statement the following documents:
     (a) The Registrant’s prospectus filed pursuant to Rule 424(b) under the Securities Act (File No. 333-173191) relating to the Registrant’s Registration Statement on Form S-1, filed with the Commission on July 27, 2011.
     (b) The Registrant’s registration statement on Form S-1 as filed by the Registrant with the Commission (File No. 333-173191) on July 25, 2011.
     (c) The description of the Registrant’s Common Units, representing limited partner interests, contained in the Registrant’s Registration Statement on Form 8-A (File No. 001-35257) filed with the Commission on July 26, 2011, pursuant to Section 12(b) of the Exchange Act, including any amendment or report filed for the purpose of updating such description.
     (d)  The Registrant’s Current Reports on Form 8-K (File No. 001-35257) filed with the Commission on July 27 and August 4, 2011.
     Except to the extent that information is deemed furnished and not filed pursuant to securities laws and regulations, all documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act subsequent to the date hereof and prior to the filing of a post-effective amendment that indicates that all securities offered have been sold or that deregisters all securities then remaining unsold shall also be deemed to be incorporated by reference herein and to be a part hereof from the dates of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
     Not applicable.
Item 5. Interests of Named Experts and Counsel.
     Not Applicable.
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Item 6.	 	Indemnification of Directors and Officers.	
     Section 7.7 of the Registrant’s Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) provides that the Registrant will indemnify the following persons, in most circumstances, to the fullest extent permitted by law, from and against all losses, claims, damages or similar events:

 	•	 	the Registrant’s general partner;	
 		
 	•	 	any departing general partner;	
 		
 	•	 	any person who is or was an affiliate of the Registrant’s general partner or any departing general partner;	
 		
 	•	 	any person who is or was a member, manager, partner, director, officer, fiduciary or trustee of the Registrant, its subsidiaries, its general partner, any departing general partner or any of their affiliates;	
 		
 	•	 	any person who is or was serving at the request of the Registrant’s general partner or any departing general partner as an officer, director, member, manager, partner, fiduciary or trustee of another person; and	
 		
 	•	 	any person designated by the Registrant’s general partner.	
      Any indemnification under these provisions will only be out of the Registrant’s assets. Unless it otherwise agrees, the Registrant’s general partner will not be personally liable for, or have any obligation to contribute or loan funds or assets to the Registrant to enable it to effectuate, indemnification. The Registrant may purchase insurance against liabilities asserted against and expenses incurred by persons for the Registrant’s activities, regardless of whether the Registrant would have the power to indemnify the person against liabilities under the Partnership Agreement.
     In addition, Section 8(b) of the Underwriting Agreement (as defined in the Partnership Agreement) provides for the indemnification of the Registrant, the Company and American Midstream, LLC (the “Operating Company”), the Company’s officers and directors, and any person who controls the Registrant, the Company, or the Operating Company, including indemnification for liabilities under the Securities Act.
     Subject to any terms, conditions, or restrictions set forth in the Partnership Agreement, Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other persons from and against all claims and demands whatsoever. As of the date of the Registrant’s initial public offering pursuant to its Registration Statement on Form S-1 (File No. 333-173191), the Company will maintain directors and officers liability insurance for the benefit of its directors and officers.

Item 7.	 	Exemption from Registration Claimed.	
     Not applicable.

Item 8.	 	Exhibits.	
     Unless otherwise indicated below as being incorporated by reference to another filing of the Registrant with the Commission, each of the following exhibits is filed herewith:
 	 	 	
Exhibit No.	 	Description	
4.1	 	Certificate of Limited Partnership of American Midstream Partners, LP (incorporated by reference to Exhibit 3.1 to the Registrant’s Form S-1 (File No. 333-173191) filed on March 31, 2011)	
 	 	 	
4.2	 	Second Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-35257) filed on August 4, 2011)	
 	 	 	
4.3	 	Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC (incorporated by reference to Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-173191) filed on March 31, 2011)	
 	 	 	
4.4	 	First Amendment to Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC (incorporated by reference to Exhibit 3.6 to Amendment No. 5 to Registrant’s Registration Statement on Form S-1 (File No. 333-173191) filed on July 1, 2011)	
 	 	 	
4.5	 	American Midstream Partners, LP Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.7 to the Amendment No. 3 to Registrant’s Registration Statement on Form S-1 (File No. 333-173191) filed on June 9, 2011)	
 	 	 	
4.6	 	Form of Phantom Unit Grant under American Midstream GP, LLC Long-Term Incentive Plan (incorporated by reference to Exhibit 10.8 to Amendment No. 3 to Registrant’s Registration Statement on Form S-1 (File No. 333-173191) filed on June 9, 2011)	
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Exhibit No.	 	Description	
5.1*	 	Opinion of Andrews Kurth LLP as to the legality of the securities being registered	
 	 	 	
23.1*	 	Consent of PricewaterhouseCoopers LLP	
 	 	 	
23.2*	 	Consent of PricewaterhouseCoopers LLP	
 	 	 	
23.3*	 	Consent of Andrews Kurth LLP (included in Exhibit 5.1)	
 	 	 	
24.1*	 	Powers of Attorney (included on the signature page of this Registration Statement)	

*	 	Filed herewith.	

Item 9.	 	Undertakings.	
(a) The undersigned Registrant hereby undertakes:
     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:
          (i) to include any prospectus required by Section 10(a)(3) of the Securities Act;
          (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
          (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
     (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
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SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on August 23, 2011.
 	 	 	 	 	
 	AMERICAN MIDSTREAM PARTNERS, LP,
 	 	
 	By:  	American Midstream GP, LLC, its general partner  	 	
 	
 	By:  	/s/ Sandra M. Flower  	 	
 	 	Name:  	Sandra M. Flower  	 	
 	 	Title:  	Vice President of Finance 	 	
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POWER OF ATTORNEY
     KNOWN ALL MEN BY THESE PRESENTS, that each person whose signature appears below authorizes and appoints Brian F. Bierbach as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead in any and all capacities to sign any and all amendments (including pre- and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.
     Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in their indicated capacities, which are with the Company, on August 23, 2011.
 	 	 	
Name and Signature	 	Title	
 	 	 	
/s/ Brian F. Bierbach
 
Brian F. Bierbach	 	Chief Executive and President (Principal Executive Officer) and Director	
 	 	 	
/s/ Sandra M. Flower
 
Sandra M. Flower	 	Vice President of Finance (Principal Financial Officer and Principal Accounting Officer)	
 	 	 	
/s/ Robert B. Hellman
 
Robert B. Hellman	 	Director 	
 	 	 	
/s/ Matthew P. Carbone
 
Matthew P. Carbone	 	Director 	
 	 	 	
/s/ Edward O. Diffendal
 
Edward O. Diffendal	 	Director 	
 	 	 	
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EXHIBIT INDEX
 	 	 	
Exhibit No.	 	Description	
4.1	 	Certificate of Limited Partnership of American Midstream Partners, LP (incorporated by reference to Exhibit 3.1 to the Registrant’s Form S-1 (File No. 333-173191) initially filed on March 31, 2011)	
 	 	 	
4.2	 	Second Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-35257) filed on August 4, 2011)	
 	 	 	
4.3	 	Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC (incorporated by reference to Exhibit 3.5 to the Registrant’s Registration Statement on Form S-1 (File No. 333-173191) initially filed on March 31, 2011)	
 	 	 	
4.4	 	First Amendment to Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC (incorporated by reference to Exhibit 3.6 to Registrant’s Registration Statement on Form S-1 (File No. 333-173191) filed on July 1, 2011)	
 		
4.5	 	American Midstream Partners, LP Amended and Restated Long-Term Incentive Plan (incorporated by reference to Exhibit 10.7 to Amendment No. 3 to the Registrant’s Registration Statement on Form S-1 (File No. 333-173191) filed on June 9, 2011)	
 	 	 	
4.6  	 	Form of Phantom Unit Grant under American Midstream GP, LLC Long-Term Incentive Plan (incorporated by reference to Exhibit 10.8 to Amendment No. 3 to Registrant’s Registration Statement on Form S-1 (File No. 333-173191) filed on June 9, 2011)	
 	 	 	
5.1*	 	Opinion of Andrews Kurth LLP as to the legality of the securities being registered	
 	 	 	
23.1*	 	Consent of PricewaterhouseCoopers LLP	
 	 	 	
23.2*	 	Consent of PricewaterhouseCoopers LLP	
 	 	 	
23.3*	 	Consent of Andrews Kurth LLP (included in Exhibit 5.1)	
 	 	 	
24.1*	 	Powers of Attorney (included on the signature page of this Registration Statement)	

*	 	Filed herewith.	
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Exhibit 5.1
 	 	 	 	 	
	 	600 Travis, Suite 4200
Houston, Texas 77002
713.220.4200 Phone
713.220.4285 Fax
andrewskurth.com	 	Austin
Beijing
Dallas
Houston
London
New York
The Woodlands
Washington, DC	
August 23, 2011
American Midstream Partners, LP
1614 15th Street, Suite 300
Denver, Colorado 80202
Gentlemen:
     We have acted as counsel to American Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), in connection with the preparation of the Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “SEC”) in connection with the registration by the Partnership under the Securities Act of 1933, as amended (the “Securities Act”), of the offer and sale of up to 303,602 units representing limited partner interests in the Partnership (the “Units”), for issuance under the American Midstream GP, LLC Amended and Restated Long-Term Incentive Plan (the “Plan”).
     As the basis for the opinion hereinafter expressed, we have examined: (i) originals, or copies certified or otherwise identified, of (a) the Plan, (b) the Certificate of Limited Partnership of the Partnership, (c) the Second Amended and Restated Limited Partnership Agreement of the Partnership (the “Partnership Agreement”), (d) the Certificate of Formation of American Midstream GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “Company”), (e) the Amended and Restated Limited Liability Company Agreement of the Company, as amended, (f) certain resolutions of the Board of Directors of the Company, and (g) such other instruments and documents as we have deemed necessary or advisable for the purposes of this opinion; and (ii) such statutes, including the Delaware Revised Uniform Limited Partnership Act (the “Delaware Act”), regulations, corporate records and documents, certificates of corporate and public officials, and other instruments and documents as we have deemed necessary or advisable for the purposes of this opinion. We have also assumed that all Units will be issued in the manner contemplated in the Plan and the registration Statement. We have not independently verified any factual matter relating to this opinion.
     In making our examination, we have assumed and have not verified that all signatures on documents examined by us are genuine, the authenticity of all documents submitted to us as originals and the conformity with the original documents of all documents submitted to us as certified, conformed or photostatic copies.
     Based on the foregoing and on such legal considerations as we deem relevant and subject to the qualifications and limitations set forth below, we are of the opinion that the Units have

 

American Midstream Partners,LP
August 23, 2011
Page 2
been duly authorized and, when the Units have been issued and delivered in accordance with the Plan and the Registration Statement, will be validly issued and holders of such Units, in their capacity as limited partners of the Partnership, will have no obligation to make any further payments or contributions to the Partnership by reason of their ownership of such Units.
     We express no opinion other than as to the federal laws of the United States of America and the Delaware Act (including the applicable provisions of the Delaware Constitution and reported judicial decisions interpreting those laws). For purposes of this opinion, we assume that the Units will be issued in compliance with all applicable state securities or Blue Sky laws.
     We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the SEC issued thereunder.
     This opinion is rendered as of the date hereof, and we disclaim any obligation or undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law.
 	 	 	 	 	
 	Very truly yours,
 	 	
 	/s/ Andrews Kurth LLP  	 	

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 30, 2011 relating to the financial statements of American Midstream Partners, LP, which appears in American Midstream Partners, LP’s prospectus filed pursuant to Rule 424(b) in connection with its Registration Statement on Form S-1 (No. 333-173191).
/s/ PricewaterhouseCoopers LLP
Denver, Colorado
August 23, 2011

Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 30, 2011 relating to the financial statements of American Midstream Partners, LP (Predecessor), which appears in American Midstream Partners, LP’s prospectus filed pursuant to Rule 424(b) in connection with its Registration Statement on Form S-1 (No. 333-173191).
/s/ PricewaterhouseCoopers LLP
Houston, Texas
August 23, 2011