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): May 25, 2012

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))	

 

Item 1.01 Entry into a Material Definitive Agreement.
On May 25, 2012, American Midstream Chatom Unit 1, LLC and American Midstream Chatom Unit 2, LLC (collectively, the “Buyer”), subsidiaries of American Midstream Partners, LP (the “Partnership”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) between Quantum Resources A1, LP, QAB Carried WI, LP, QAC Carried WI, LP and Black Diamond Resources, LLP (collectively, the “Seller”) and Quantum Resources Management, LLC, pursuant to which, upon the terms and subject to the conditions set forth in the Purchase Agreement, the Seller has agreed to sell all of its undivided interest in the Chatom Gas Plant and related assets located in Washington County, Alabama (the “Chatom Plant Interest”) and the Buyer has agreed to buy the Chatom Plant Interest for a purchase price of $55.0 million in cash, subject to certain adjustments as provided for in the Purchase Agreement. The Partnership intends to draw down on its revolving credit facility to fund the purchase price. The purchase and sale of the Chatom Plant Interest is expected to close on or about June 21, 2012 with an economic effective date of January 1, 2012.
The Purchase Agreement contains customary representations, warranties, covenants and indemnities and is subject to customary closing conditions. The Purchase Agreement may be terminated for specified reasons, including by either the Partnership or the Seller if the Transaction does not close on or before July 31, 2012.
Item 7.01 Regulation FD Disclosure.
On June 1, 2012, the Partnership issued a press release announcing the signing of the Purchase Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information included in this Item 7.01 and Exhibit 99.1 to this Current Report on Form 8-K shall not be deemed “filed” for the purposes of or otherwise subject to the liabilities under Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Unless expressly incorporated into a filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act made after the date hereof, the information contained in this Item 7.01 and Exhibit 99.1 hereto shall not be incorporated by reference into any of our filings, whether made before or after the date hereof, regardless of any general incorporation language in any such filing.
I tem 9.01 Financial Statements and Exhibits
(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: June 1, 2012	 		 	By:	 	/s/ William B. Mathews	 		
	 		 	Name:	 	William B. Mathews	 		
	 		 	Title:	 	Secretary, General Counsel and Vice President of Legal Affairs	 		

Exhibit Index

Exhibit
Number	 	Description	
99.1	 	American Midstream Partners, LP press release dated June 1, 2012.	

Exhibit 99.1

FOR IMMEDIATE RELEASE:
American Midstream Partners, LP Announces Agreement to Acquire a Majority Interest in Chatom Processing and Fractionation Plant
DENVER, CO–June 1, 2012– American Midstream Partners, LP (NYSE: AMID) announced today the execution of a purchase and sale agreement to acquire 87.4% of the Chatom Processing and Fractionation Plant and associated gathering infrastructure from affiliates of Quantum Resources Management, LLC for $55 million in cash. Upon closing, the transaction is expected to be immediately accretive to American Midstream’s distributable cash flow per unit and result in an increase in distributions per unit of approximately 10 percent beginning with the third quarter 2012 distribution.
Chatom consists of a 25 million cubic feet per day refrigeration processing plant, a 1,900 barrel per day fractionation unit, a 160 long-ton per day sulfur recovery unit, and a 29-mile gas gathering system. Chatom generates nearly $8 million of annual EBITDA through gathering and processing raw gas, separating the crude oil and natural gas liquids (“NGLs”) from the gas, and fractionating the NGLs into purity products for sale to energy marketing companies. In addition, sulfur is extracted and sold to regional end users, and the residue gas is sold to a local distribution company.
Chatom is located in Washington County, Alabama, approximately 15 miles from American Midstream’s Bazor Ridge processing plant in Wayne County, Mississippi, and American Midstream intends to implement commercial and operational efficiencies between Chatom and Bazor Ridge. Additionally, American Midstream is evaluating opportunities to expand Chatom, including increasing the utilization and capacity of the fractionator to provide fractionation services to new and existing customers.
“Chatom is a strategic asset that provides accretive cash flow and a platform for providing additional services to our customers,” stated Brian Bierbach, President and Chief Executive Officer of American Midstream. “This acquisition demonstrates our ability to find attractively valued opportunities that are complementary to our existing gathering and processing footprint, while also enhancing our service offering by providing fractionation and sulfur recovery. In addition to the anticipated distribution per unit increase beginning in the third quarter, we believe the Chatom acquisition will provide opportunities for incremental distribution increases in 2013 and beyond as we successfully expand the fractionator to serve new and existing NGL customers. This is an exciting transaction for American Midstream that will provide long-term value to our unitholders.”

The 12.6% interest in Chatom that will not be acquired by American Midstream is owned by various unaffiliated individuals, estates and other entities.
American Midstream intends to finance the acquisition with borrowings under its revolving credit facility, including the exercise of increased credit facility commitments. The acquisition is expected to close in the second quarter of 2012 subject to customary closing conditions.
About American Midstream Partners
Denver-based American Midstream Partners is a growth-oriented limited partnership formed to own, operate, develop and acquire a diversified portfolio of natural gas midstream energy assets. The company provides midstream services in the Gulf Coast and Southeast regions of the United States. For more information about American Midstream Partners, visit www.AmericanMidstream.com.
Forward Looking Statements
This press 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 operations 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 a variety of 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 fiscal year ended December 31, 2011, filed with the SEC on March 19, 2012, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012, filed with the SEC on May 14, 2012. 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. 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.