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): November 15, 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))	

 

Item 1.01	Entry into a Material Definitive Agreement.	
On November 15, 2011, American Midstream Partners, LP (the “Partnership”) entered into a Purchase and Sale Agreement between Marathon Oil Company (the “Seller”) and the Partnership (the “Purchase Agreement”), pursuant to which, upon the terms and subject to the conditions set forth in the Purchase Agreement, the Seller has agreed to sell its 50.0% undivided interest in the Burns Point Gas Plant in St. Mary Parish, Louisiana (the “Burns Point Interest”) and the Partnership has agreed to buy the Burns Point Interest for a purchase price of $38.0 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 Burns Point Interest is expected to close on or about November 30, 2011 with an economic effective date of November 1, 2011.
The Purchase Agreement contains customary representations, warranties, covenants and indemnities and is subject to customary closing conditions, including obtaining the approval of lenders under the Partnership’s revolving credit facility and certain third party consents and approvals. 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 December 30, 2011.
 
Item 8.01.	Other Events.	
On November 17, 2011, 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.
 
Item 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	
				
Date: November 18, 2011	 		 	By:	 	American Midstream GP, LLC,
its General Partner	
				
	 		 	By:	 	/s/ Sandra M. Flower	
	 		 	Name:	 	Sandra M. Flower	
	 		 	Title:	 	Vice President of Finance	

Exhibit Index

Exhibit Number	  	Description	
99.1	  	American Midstream Partners, LP press release dated November 17, 2011.	

Exhibit 99.1

FOR IMMEDIATE RELEASE:
American Midstream Partners LP Announces Agreement to Acquire
50% Interest in Burns Point Gas Plant
DENVER, CO – November 17, 2011– American Midstream Partners, LP (NYSE: AMID) (“American Midstream”) announced today the signing of a purchase and sale agreement to acquire a 50% interest in the Burns Point Gas Plant (“Burns Point”) from Marathon Oil Company, a wholly owned subsidiary of Marathon Oil Corporation (NYSE: MRO), for $38 million in cash to be paid at closing. The acquisition is expected to close in the fourth quarter of 2011 subject to customary closing conditions, and will be financed with borrowings under American Midstream’s existing revolving credit facility. The transaction is expected to be immediately accretive to American Midstream’s distributable cash flow per unit upon closing. As a result, upon closing management expects to recommend to the Board of Directors of American Midstream’s general partner an increase of $0.02 in the quarterly distribution per unit.
Burns Point Acquisition Overview
Burns Point is a cryogenic processing plant located in St. Mary Parish, Louisiana. Enterprise Gas Processing LLC, an affiliate of Enterprise Products Partners (“Enterprise”), is the operator of the plant and owns the remaining 50% interest. Burns Point processes raw gas sourced offshore from American Midstream’s Quivira system, from the Gulf South Pipeline and from other onshore producers. The residue gas from the plant is transported via pipeline to Gulf South Pipeline and Tennessee Gas Pipeline, while the natural gas liquids (“NGLs”) are transported via pipeline to an Enterprise-operated fractionator. The plant capacity is currently 165 million cubic feet per day.
“We are pleased to announce our first acquisition as a public company in a transaction that will be highly strategic,” stated Brian Bierbach, President and Chief Executive Officer of American Midstream. “The Burns Point acquisition demonstrates our strategy of pursuing assets that enhance our asset portfolio. Quivira is the main supplier of gas to Burns Point, and the integration of both assets will enable American Midstream to offer competitive gathering and processing services to offshore producers.

“Burns Point bolsters our commercial presence in the area and aligns us with an experienced processing plant operator in Enterprise. Additionally, the expanded footprint will provide access to further growth opportunities in the region,” continued Bierbach.
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 prospectus dated July 26, 2011 that was filed with the SEC on July 27, 2011. 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.