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

FORM 8-K/A

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 1, 2011

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.)	
		
1614 15th Street, Suite 300 Denver, Colorado 80202	 	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 December 1, 2011, American Midstream Partners, LP, a Delaware limited partnership (the “Partnership”) completed its acquisition, effective as of November 1, 2011, of a 50.0% undivided interest in the Burns Point Gas Plant in St. Mary Parish, Louisiana (“Burns Point”). This Amendment No. 1 amends Item 9.01 of the Current Report on Form 8-K of the Partnership filed with the Securities and Exchange Commission on December 6, 2011, to provide the financial statement information required by Item 9.01 of Form 8-K which was excluded from the initial filing in reliance on   Item 9.01(a)(4) of Form 8-K.
Item 9.01 Financial Statements and Exhibits
(a) Financial Statements of Businesses Acquired
The audited statement of assets acquired and liabilities assumed of Burns Point at November 1, 2011 and the unaudited statements of revenues in excess of expenses for the nine months ended September 30, 2011 and 2010 and the audited statement of revenues in excess of expenses for the year ended December 31, 2010 of Burns Point, and the related notes and report of independent registered public accounting firm related thereto, are filed as Exhibit 99.2 to this Current Report on Form 8-K and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The Partnership’s unaudited pro forma consolidated balance sheet as of September 30, 2011 and its unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2011 and the year ended December 31, 2010, are filed as Exhibit 99.3 to this Current Report on Form 8-K and are incorporated herein by reference.
(d) Exhibits.
See “Index to Exhibits” 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: February 9, 2012	 		 	By:	 	/s/     Sandra M. Flower	
	 		 		 	Name: Sandra M. Flower	
	 		 		 	Title: Vice President of Finance	

Exhibit Index

Exhibit Number	  	Description	
		
23.1	  	Consent of PricewaterhouseCoopers LLP.	
		
99.1*	  	American Midstream Partners, LP press release dated December 1, 2011.	
		
99.2	  	Audited statement of assets acquired and liabilities assumed of Burns Point at November 1, 2011 and unaudited statements of revenues in excess of expenses of Burns Point for the nine months ended September 30, 2011 and 2010 and the audited statement of revenues in excess of expenses for the year ended December 31, 2010.	
		
99.3	  	Partnership’s unaudited pro forma consolidated balance sheet as of September 30, 2011 and unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2011 and the year ended December 31, 2010.	
 
*	Previously filed	

Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of American Midstream Partners, LP of our reports dated February 9, 2012 relating to i) the statement of assets acquired and liabilities assumed at November 1, 2011 and ii) the statement of revenues in excess of expenses for the year ended December 31, 2010 of the 50% undivided interest in the Burns Point Processing Plant acquired from Marathon Oil Company, which appears in the Current Report on Form 8-KA of American Midstream Partners, LP dated February 9, 2012.
PricewaterhouseCoopers LLP
Denver, Colorado
February 9, 2012

Exhibit 99.2
Report of Independent Registered Public Accounting Firm
To the Board of Directors of the General Partner of American Midstream Partners, LP:
In our opinion, the accompanying statement of assets acquired and liabilities assumed at November 1, 2011, presents fairly, in all material respects, the financial position of the 50% undivided interest in the Burns Point Plant acquired from Marathon Oil Company, in conformity with accounting principles generally accepted in the United State of America. This financial statement is the responsibility of the management of American Midstream Partners, LP. Our responsibility is to express an opinion on this financial statement based on our audit. We conducted our audit of this financial statement in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the balance sheet is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
The accompanying financial statement was prepared on the basis of accounting described in Note 1 for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and is not intended to be a complete presentation in conformity with accounting principles generally accepted in the United States of America.
PricewaterhouseCoopers LLP
Denver, Colorado
February 9, 2012

Report of Independent Registered Public Accounting Firm
To the Board of Directors of the General Partner of American Midstream Partners, LP:
In our opinion, the statement of revenues in excess of expenses of the Burns Point Plant (the “Plant”) for the year ended December 31, 2010, presents fairly, in all material respects, the revenues and direct operating expenses of the 50% undivided interest in the Plant acquired from Marathon Oil Company, in conformity with accounting principles generally accepted in the United State of America. This financial statement is the responsibility of the management of American Midstream Partners, LP. Our responsibility is to express an opinion on this financial statement based on our audits. We conducted our audit of this financial statement in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statement is free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the statement of revenues in excess of expenses. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
The accompanying financial statement was prepared on the basis of accounting described in Note 1 for the purpose of complying with the rules and regulations of the Securities and Exchange Commission and is not intended to be a complete presentation in conformity with accounting principles generally accepted in the United States of America.
PricewaterhouseCoopers LLP
Denver, Colorado
February 9, 2012

 
American Midstream Partners, LP
50% Undivided Interest in the Burns Point Plant Acquired from Marathon Oil Company
Statement of Assets Acquired and Liabilities Assumed
(in thousands)

   	  	November  1,
2011	 	
   	  			
Assets acquired:	  				
Property, plant and equipment	  	$	36,065	  	

Total assets acquired	  	 	36,065	  	
		
Liabilities assumed	  	 	—  	  	

Net assets acquired	  	$	36,065	  	
	  	 	 	 	
The accompanying notes are an integral part of these financial statements.

American Midstream Partners, LP
50% Undivided Interest in the Burns Point Plant Acquired from Marathon Oil Company
Statement of Revenues in Excess of Expenses
(in thousands)

   	  	For the Nine
Months Ended
September  30,
2011	 	  	For the Year
Ended
December  31,
2010	 	  	For the Nine
Months Ended
September  30,
2010	 	

   	  			  			  			
 	  	(unaudited)	 	  	 	 	  	(unaudited)	 	
Revenue	  	$	4,632	  	  	$	4,645	  	  	$	3,203	  	
Direct operating expenses	  	 	1,195	  	  	 	1,805	  	  	 	1,123	  	

Revenue in excess of expenses	  	$	3,437	  	  	$	2,840	  	  	$	2,080	  	
	  	 	 	 	  	 	 	 	  	 	 	 	
The accompanying notes are an integral part of these financial statements.

American Midstream Partners, LP
50% Undivided Interest in the Burns Point Plant Acquired from Marathon Oil Company
Notes to Statement of Assets Acquired and Liabilities Assumed and
Statements of Revenues in Excess of Expenses
1. Background and Basis of Presentation
On December 1, 2011, American Midstream Partners LP (“Partnership”) acquired a 50% undivided interest (“Interest”) in the Burns Point Plant (“Plant”) from Marathon Oil Company (“Seller”) for total cash consideration of $35.5 million. No liabilities of the Seller were assumed. The purchase was effective November 1, 2011 (“Effective Date”) with the Partnerships’ assumption of insurable risks, operating liabilities and entitlement to in-kind revenues as of that date. The remaining 50% undivided interest is owned by the Plant operator, Enterprise Gas Processing, LLC (“Operator”). The Plant, which is an unincorporated venture, is governed by a construction and operating agreement (“Agreement”).
The Plant is located in St. Mary Parish, Louisiana, and processes raw natural gas using a cryogenic expander. The Plant inlet volumes are sourced from offshore natural gas production via the Partnership’s Quivira system, Gulf South pipelines and onshore from individual producers near the plant. The Partnership’s Quivira system currently supplies approximately 85% of the inlet volume to the Plant. The residue gas is transported, via pipeline to Gulf South and Tennessee Gas Pipeline and the Y-grade liquid is transported via pipeline to K/D/S Promix, LLC (“Promix”), an Enterprise operated fractionator. The current capacity of the plant is 165 MMcf/d. The acquisition complemented the Partnerships' existing assets given the location of the Plant in comparison to the Quivira system.
The Plant is not a legal entity but rather an asset that is jointly owned by the Operator and the Partnership. The Partnership acquired an interest in the asset group and does not hold an interest in a legal entity. Each of the owners in the asset group is proportionately liable for the liabilities. Outside of the rights and responsibilities of the Operator, the Partnership and the Operator have equal rights and obligations to the assets. Significant non-capital and maintenance capital expenditures, plant expansions and significant plant dispositions require the approval of both owners.
Under the terms of the Agreement, the Operator is required to provide monthly production allocation and expense statements to the Partnership and is not required to prepare and provide to the Partnership balance sheet information or stand-alone financial statements. Historically, balance sheet and stand-alone financial statements for the Plant have not been prepared and are, therefore, not available.
The Partnership looked at the governance structure of the Plant and applied the concepts discussed in ASC-810-10-45 (“ Other Presentation Matters .”) The Partnership determined that while the facility is an unincorporated joint venture, the asset group is jointly controlled with the Operator.
The Partnership reviewed the requisite for the application of the equity method of accounting , given the joint control attribute of the Plant, and because the necessary complete Plant financial statements are not, nor expected to be, available from the Operator, the Partnership has elected to account for its Interest using the proportionate consolidation method. Under this method, the Partnership includes in its consolidated statement of operations its value of Plant revenues taken in-kind and Plant expenses reimbursed to the Operator. The Partnership believes this presentation provides sufficient financial information concerning its Interest in the Plant.
The statements of revenue in excess of expenses are not intended to be a complete presentation of the results of operations of the Plant as they do not include general and administrative expenses; interest income or expense; depreciation, depletion, and amortization; any provision for income tax expenses and other income and expense items not directly associated with operating revenues. Historical financial statements reflecting financial position, results of operations, and cash flow required by accounting principles generally accepted in the United States are not presented as such information is not readily available for the Plant on a stand-alone basis. Accordingly, the accompanying statements are presented in lieu of the financial statements required under Rule 3-01 and Rule 3-02 of Securities and Exchange Commission Regulation S-X.

American Midstream Partners, LP
50% Undivided Interest in the Burns Point Plant Acquired from Marathon Oil Company
Notes to Statement of Assets Acquired and Liabilities Assumed and
Statements of Revenues in Excess of Expenses (continued)
2. The Use of Estimates
The preparation of the statements of revenues in excess of expenses requires the Partnership’s management to make estimates and assumptions that affect the reported amounts of revenues and direct operating expenses during the respective reporting periods. Actual results may differ from the estimates and assumptions used in the preparation of the statements of revenues in excess of expenses.
3. Revenue
Plant revenue, which is taken in-kind, is allocated to each owner based on its percentage of ownership as stipulated in the Agreement. Each owner, under their own contracts, transports and processes and markets their allocated volumes. In-kind plant revenue is valued at historical finished NGL product market prices less fractionation costs.
4. Operating Expenses
Direct expenses and Operator allocated overhead is ascribed to each owner based upon ownership interest as stipulated in the Agreement with an additional contractual administrative charge paid to the Operator by the Partnership. The Operator is required to provide the Partnership with monthly operating expense statements, which are settled monthly in cash.
5. Fair Value Measurement
For the reasons described in Note 1, the historical carrying value of the Plant is not available. As such, the Partnership has prepared its statement of assets acquired and liabilities assumed on the basis of the allocation of the purchase price as of the Effective Date of the acquisition. The Partnership calculated the fair value of the Interest acquired from the Seller with the assistance of an independent third party valuation firm. This valuation was performed primarily using a discounted cash flow model that included certain market assumptions related to future throughput volumes, projected prices, expected direct operating costs and risk adjusted discount rates. The Partnership created the projections and reviewed the calculations, assumptions and valuation methodology used to determine the fair value of the assets acquired. The Partnership determined the final fair values to assign to the assets and liabilities in determining the purchase price allocation and had sole responsibility for those items in the financial statements. Based on its measurement of fair values for all of the assets acquired and liabilities assumed, the Partnership allocated the $36.1 million fair value of the Interest to property plant and equipment, with an estimated useful life of 40 years.

American Midstream Partners, LP
50% Undivided Interest in the Burns Point Plant Acquired from Marathon Oil Company
Unaudited Consolidated Pro Forma Financial Information
The following unaudited pro forma consolidated information sets forth the Partnership’s unaudited historical and pro forma consolidated balance sheet at September 30, 2011and the Partnership’s unaudited historical and pro forma consolidated statements of operations for the nine months ended September 30, 2011 and year ended December 31, 2010.
The unaudited pro forma consolidated balance sheet at September 30, 2011 and the unaudited pro forma consolidated statements of operations for the nine months ended September 30, 2011 and year ended December 31, 2010, give effect to the acquisition by the Partnership of the Interest as if it had occurred on September 30, 2011 for the unaudited pro forma consolidated balance sheet and on January 1, 2010 for the unaudited pro forma consolidated statements of operations.
The unaudited pro forma adjustments are based on available information and certain assumptions the Partnership’s management believes are reasonable. Presentation of the unaudited pro forma consolidated financial information is prepared in conformity with Article 11 of Regulation S-X.
The unaudited pro forma consolidated financial information is for informational purposes only and is not intended to represent or be indicative of the consolidated results of operations or financial position that the Partnership would have reported had this acquisition been completed on the dates indicated and should not be taken as representative of its future consolidated results of operations or financial position. Further, the unaudited pro forma consolidated statement of operations is not indicative of the operations going forward because it necessarily excludes various operating expenses.

Exhibit 99.3
American Midstream Partners, LP
50% Undivided Interest in the Burns Point Plant Acquired from Marathon Oil Company
Pro Forma Consolidated Balance Sheet
(in thousands)

   	  	September 30, 2011	 	
 	  	(unaudited) 	 	
 	  	American
Midstream
Partners, LP
as previously
reported	 	  	Pro forma
adjustments	 	 	American
Midstream
Partners, LP
pro forma	 	
Assets	  				  				 				
Current assets	  				  				 				
Cash and cash equivalents	  	$	530	  	  				 	$	530	  	
Accounts receivable	  	 	1,192	  	  				 	 	1,192	  	
Unbilled revenue	  	 	18,086	  	  				 	 	18,086	  	
Risk management assets	  	 	906	  	  				 	 	906	  	
Other current assets	  	 	1,696	  	  				 	 	1,696	  	
	  	 	 	 	  				 	 	 	 	
Total current assets	  	 	22,410	  	  				 	 	22,410	  	
Property, plant and equipment, net	  	 	137,590	  	  	 	36,065 	(a)  	 	 	173,655	  	
Risk management assets—long term	  	 	247	  	  				 	 	247	  	
Other assets, net	  	 	3,170	  	  	 	166 	(g)  	 	 	3,336	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Total assets	  	$	163,417	  	  	$	36,231	  	 	$	199,648	  	

Liabilities and Partners’ Capital	  				  				 				
Current liabilities	  				  				 				
Accounts payable	  	$	1,225	  	  				 	$	1,225	  	
Accrued gas purchases	  	 	15,309	  	  				 	 	15,309	  	
Current portion of long-term debt	  	 	—  	  	  				 	 	—  	  	
Other loans	  	 	—  	  	  				 	 	—  	  	
Risk management liabilities	  	 	502	  	  				 	 	502	  	
Accrued expenses and other current liabilities	  	 	5,393	  	  				 	 	5,393	  	
	  	 	 	 	  				 	 	 	 	
Total current liabilities	  	 	22,429	  	  				 	 	22,429	  	
Risk management liabilities—long term	  	 	—  	  	  				 	 	—  	  	
Other liabilities	  	 	8,352	  	  				 	 	8,352	  	
Long-term debt	  	 	29,350	  	  	 	35,666 	(a)(g)  	 	 	65,016	  	
	  	 	 	 	  				 	 	 	 	
Total liabilities	  	 	60,131	  	  				 	 	95,797	  	
	  	 	 	 	  				 	 	 	 	
Commitments and contingencies	  				  				 				
Partners’ capital	  				  				 				
General partner interest (0.2 and 0.1 million units outstanding as of September 30, 2011 and December 31, 2010, respectively)	  	 	1,771	  	  	 	11 	(f)  	 	 	1,782	  	
Limited partner interest (9.1 and 5.4 million units outstanding as of September 30, 2011 and December 31, 2010, respectively)	  	 	101,376	  	  	 	554 	(f)  	 	 	101,930	  	
Accumulated other comprehensive income	  	 	139	  	  				 	 	139	  	
	  	 	 	 	  				 	 	 	 	
Total partners’ capital	  	 	103,286	  	  				 	 	103,851	  	
	  	 	 	 	  	 	 	 	 	 	 	 	
Total liabilities and partners’ capital	  	$	163,417	  	  	$	36,231	  	 	$	199,648	  	

American Midstream Partners, LP
50% Undivided Interest in the Burns Point Plant Acquired from Marathon Oil Company
Pro Forma Consolidated Statements of Operations
(in thousands)

   	  	Nine Months Ended September 30, 2011	 	 	Year Ended December 31, 2010	 	
 	  	(unaudited) 	 	
   	  	American
Midstream
Partners, LP
as
previously
reported	 	 	Pro forma
adjustments	 	 	American
Midstream
Partners, LP
pro forma	 	 	American
Midstream
Partners, LP
as previously
reported	 	 	Pro forma
adjustments	 	 	American
Midstream
Partners, LP
pro forma	 	
Revenue	  	$	190,374	  	 	$ 	4,632 	(b)  	 	$	195,006	  	 	$	212,248	  	 	$ 	4,645 	(b)  	 	$	216,893	  	
Realized gain (loss) on early termination of commodity derivatives	  	 	(2,998	) 	 				 	 	(2,998	) 	 	 	—  	  	 				 	 	—  	  	
Unrealized gain (loss) on commodity derivatives	  	 	(19	) 	 				 	 	(19	) 	 	 	(308	) 	 				 	 	(308	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total revenue	  	 	187,357	  	 	 	4,632	  	 	 	191,989	  	 	 	211,940	  	 	 	4,645	  	 	 	216,585	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating expenses:	  				 				 				 				 				 				
Purchases of natural gas, NGLs and condensate	  	 	157,725	  	 				 	 	157,725	  	 	 	173,821	  	 				 	 	173,821	  	
Direct operating expenses	  	 	9,548	  	 	 	1,195 	(c)  	 	 	10,743	  	 	 	12,187	  	 	 	1,805 	(c)  	 	 	13,992	  	
Selling, general and administrative expenses	  	 	7,367	  	 				 	 	7,367	  	 	 	7,120	  	 				 	 	7,120	  	
Advisory services agreement termination fee	  	 	2,500	  	 				 	 	2,500	  	 	 	—  	  	 				 	 	—  	  	
Transaction expenses	  	 	282	  	 				 	 	282	  	 	 	303	  	 				 	 	303	  	
Equity compensation expense	  	 	2,989	  	 				 	 	2,989	  	 	 	1,734	  	 				 	 	1,734	  	
Depreciation expense	  	 	15,468	  	 	 	676 	(d)  	 	 	16,144	  	 	 	20,013	  	 	 	902 	(d)  	 	 	20,915	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Total operating expenses	  	 	195,879	  	 	 	1,871	  	 	 	197,750	  	 	 	215,178	  	 	 	2,707	  	 	 	217,885	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Operating income (loss)	  	 	(8,522	) 	 	 	2,761	  	 	 	(5,761	) 	 	 	(3,238	) 	 	 	1,938	  	 	 	(1,300	) 	
Other income (expenses):	  				 				 				 				 				 				
Interest expense	  	 	(3,923	) 	 	 	(1,997 	) (e)(h)  	 	 	(5,920	) 	 	 	(5,406	) 	 	 	(2,703 	) (e)(h)  	 	 	(8,109	) 	
Gain purchase of assets	  	 	—  	  	 				 	 	—  	  	 	 	—  	  	 	 	565 	(f)  	 	 	565	  	
Gain (loss) on sale of assets, net	  	 	586	  	 				 	 	586	  	 	 	—  	  	 				 	 	—  	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Net income (loss)	  	$	(11,859	) 	 	$	764	  	 	$	(11,095	) 	 	$	(8,644	) 	 	$	(200	) 	 	$	(8,844	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
General partner’s interest in net income (loss)	  	 	(237	) 	 	 	15	  	 	 	(222	) 	 	 	(173	) 	 	 	(4	) 	 	 	(177	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Limited partners’ interest in net income (loss)	  	$	(11,622	) 	 	$	749	  	 	$	(10,873	) 	 	$	(8,471	) 	 	$	(196	) 	 	$	(8,667	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Limited partners’ net income (loss) per unit	  	$	(1.85	) 	 	$	0.12	  	 	$	(1.73	) 	 	$	(1.66	) 	 	$	(0.04	) 	 	$	(1.70	) 	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Weighted average number of units used in computation of limited partners’net income (loss) per unit	  	 	6,296	  	 	 	6,296	  	 	 	6,296	  	 	 	5,099	  	 	 	5,099	  	 	 	5,099	  	
	  	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	
Pro forma adjustments:
 
 	(a)	Assumes the acquisition of the Interest with a fair value of $36.1 million and a purchase price of $35.5 million, financed entirely with long term debt.	
 	(b)	Assumes the value of allocated in-kind revenues from the beginning of the period.	
 	(c)	Assumes allocated Plant direct operating costs and administrative fees from the beginning of the period.	
 	(d)	Assumes depreciation expense from the beginning of the period, calculated on a straight-line basis over a 40 year useful life.	
 	(e)	Assumes interest expense from the beginning of the period at the Partnership’s weighted average interest rate of 7.37% for the 9 months ended September 30, 2011 and 7.48% for the year ended December 31, 2010.	
 	(f)	Assumes a gain on purchase resulting from the difference between the cash consideration paid of $35.5 million and the fair value of the Interest of $36.1 million.	
 	(g)	Assumes additional deferred debt issuance costs of $0.2 million associated with an amendment to the credit facility required for the purchase of the Interest.	
 	(h)	Assumes the straight-line amortization additional debt issuance costs over the remaining life of the credit facility, or 57 months, from the beginning of the period.