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): July 11, 2016
 
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	 	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:

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

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

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

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

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangement of Certain Officers

Appointment of Eric Kalamaras as Chief Financial Officer. Effective July 11, 2016, Eric T. Kalamaras was appointed Chief Financial Officer and Senior Vice President of American Midstream Partners, LP (the “Partnership”) and American Midstream GP, LLC, the general partner of the Partnership (the “General Partner”). In connection with Mr. Kalamaras’ appointment as Chief Financial Officer and Senior Vice President, Mr. Kalamaras will be paid an annual base salary of $285,000. He will be eligible to participate in the General Partner’s Short Term Incentive Plan (“STIP”), which provides for a discretionary annual bonus based on performance with respect to goals set by the General Partner’s Board of Directors (the “Board”). For the fiscal year ending in December 31, 2016, Mr. Kalamaras will be eligible under the STIP for a target bonus amount of 75% of his annual base salary, prorated at 6 months, and payable in cash or units inthe discretion of the Board. Beginning in 2017, Mr. Kalamaras will be eligible to participate in the General Partner’s Long Term Incentive Plan (“LTIP”), with a target award of 150% of his annual base salary. The LTIP vests over a four-year period: 25% on the first anniversary date of the LTIP grant agreement and the remaining 75% in 25% increments on each succeeding anniversary date. Subsequent LTIP opportunities will be subject to guidelines set by the Board. Mr. Kalamaras will also receive, within the first 30 days of employment, equity awards under the LTIP of 40,000 phantom units and 30,000 option units (with a strike price equal to the AMID NYSE common unit closing price on the last trading day prior to the date of grant). The awards will vest or be exercisable on the third anniversary date of the agreements evidencing the grants. Mr. Kalamaras’ participation in the incentive plans will be subject to his continued employment at the time of payment or the scheduled date of vesting, as applicable.

Mr. Kalamaras is entitled to a $50,000 miscellaneous expense allowance to facilitate his relocation, as well as reimbursement of moving and relocation costs. If Mr. Kalamaras’ position is terminated other than for cause prior to July 11, 2017, he will be entitled to receive a one-time payment equivalent to twelve months of his base salary plus the amount, if any, he received under the STIP for the 2016 calendar year. This payment will be subject to the execution of a release agreement and compliance with certain confidentiality, non-competition and non-solicitation requirements set out by the Partnership, for a one-year period.

Mr. Kalamaras, age 43, most recently served as Chief Financial Officer of Azure Midstream Partners, LP and Azure Midstream Holdings. Prior to joining Azure in July 2014, Mr. Kalamaras served as Senior Vice President and Chief Financial Officer for Valerus Energy Holdings, L.P., a multi-billion dollar field service company from 2012 to 2013. Prior to January 2012, Mr. Kalamaras served as Executive Vice President and Chief Financial Officer for Delphi Midstream Partners beginning in 2011 until it was sold to Williams Partners, L.P. (NYSE: WPZ) in March 2012. Mr. Kalamaras served as Executive Vice President and Chief Financial Officer of Atlas Pipeline Partners, L.P. (NYSE: APL) from 2009 to 2011. Mr. Kalamaras’ prior experience includes working in the energy investment banking groups of Wells Fargo Investment Bank and Bank of America Investment Bank with extensive transaction and capital raising experience primarily focused on master limited partnerships. Mr. Kalamaras has a B.B.A. from Central Michigan University and a M.B.A. from Wake Forest University. He currently serves on the Advisory Board of the Children’s Museum of Houston.

There are no arrangements or understandings between Mr. Kalamaras and any other person pursuant to which Mr. Kalamaras was appointed to serve as Chief Financial Officer and Senior Vice President of the Partnership. There are no family relationships between Mr. Kalamaras and any director or executive officer of the Partnership, and Mr. Kalamaras has no direct or indirect material interest in any “related party” transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Departure of Daniel Campbell as Chief Financial Officer. Mr. Kalamaras replaces Daniel C. Campbell, who has notified the Partnership that he does not intend to relocate to Houston in connection with the Partnership’s consolidation of its corporate offices to Houston, Texas. Mr. Campbell will continue in an advisory capacity with the Partnership and the General Partner to ensure a seamless transition.

A copy of the press release announcing Mr. Kalamaras’ appointment is attached hereto as Exhibit 99.1.

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	
 	 	
By:	 	/s/ Eric T. Kalamaras	
Name:	 	Eric T. Kalamaras	
Title:	 	Senior Vice President and Chief Financial Officer	

Date: July 11, 2016

Exhibit Index

	
					
Exhibit Number	 	Description	 	
99.1	 	 	American Midstream Partners, LP press release dated July 11, 2016	 	

American Midstream Appoints Eric T. Kalamaras
as Senior Vice President and Chief Financial Officer

DENVER, CO – July 11, 2016 - American Midstream Partners, LP (NYSE: AMID) (the "Partnership") today announced that the general partner of the Partnership appointed Eric T. Kalamaras as Senior Vice President and Chief Financial Officer effective today. Mr. Kalamaras succeeds Dan Campbell who served as Chief Financial Officer since 2012. Mr. Campbell and Mr. Kalamaras will work closely over the next few months to ensure a seamless transition for the Partnership.

Mr. Kalamaras, 43, has 20 years of financial leadership experience and most recently served as Executive Vice President and Chief Financial Officer of Azure Midstream Partners, LP and Azure Midstream Company, LLC. Prior to Azure, Mr. Kalamaras served as Chief Financial Officer at Valerus Energy Holdings, Delphi Midstream Partners, and Atlas Pipeline Partners, LP. Prior to Atlas Pipeline Partners, he spent a combined 10 years at Wells Fargo and Banc of America Securities providing investment banking and debt capital markets services to clients in the energy and natural resource industries. Mr. Kalamaras started his career as a financial analyst at Ford Motor Company, and holds a Bachelor of Science in Business Administration from Central Michigan University and a Master of Business Administration from Wake Forest University.

As announced previously, American Midstream is relocating the corporate headquarters to Houston and Mr. Campbell elected not to move to Houston for personal reasons.

“We are excited to welcome Eric to American Midstream, an accomplished finance executive with nearly 20 years of midstream energy experience,” said Lynn Bourdon, Chairman, President and Chief Executive Officer. “We intend to invest significant capital during the next several years to achieve multi-year sustainable cash flow growth, and Eric’s breadth of experience, including capital markets and M&A, is a natural complement to our growth strategy. In addition to his strong finance expertise, Eric is a great cultural fit and we are excited to have him on our team.”

"Dan has been a critical member of our executive team for more than four years and has done a superb job leading the accounting, finance, investor relations, internal audit and human resource organizations while making a significant impact on the Partnership,” continued Mr. Bourdon. “Dan played a key role in driving the the transformation of the Partnership over his tenure, and he leaves American Midstream with a strong financial foundation and well positioned to deliver long-term value to our unitholders. We will truly miss Dan and wish him well in his next venture.”

“I am thrilled to join Lynn and the executive team at this exciting time for the Partnership,” commented Mr. Kalamaras. “American Midstream has significant geographic diversity and the recent Gulf of Mexico acquisitions further strengthen the Partnership and enhance fee-based cash flow. With a strong asset platform, coupled with the continued support of ArcLight Capital, we are well positioned to drive long-term, sustainable growth for our unitholders.”

About American Midstream Partners, LP

Denver-based American Midstream Partners, LP 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 Texas, North Dakota, and the Gulf Coast and Southeast regions of the United States. For more information about American Midstream Partners, LP, visit www.AmericanMidstream.com .

Investor Contact
Mark Buscovich, (713) 815-3967
MBuscovich@AmericanMidstream.com
Manager of Finance

Forward-Looking Statements

This press release includes forward-looking statements. These statements relate to, among other things, projections of 2016 financial performance, 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," "line-of-sight," 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 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 a variety of factors which are described in greater detail in our filings with the SEC. Construction of growth projects is subject to risks beyond our control including cost overruns and delays resulting from numerous factors.  In addition, we face risks associated with the integration of acquired businesses, decreased liquidity, increased interest and other expenses, assumption of potential liabilities, diversion of management’s attention, and other risks associated with growth and acquisitions, if consummated. Please see our Risk Factor disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2015, filed with the SEC on March 7, 2016, and Form 10-Q for the quarter ended March 31, 2016, filed with the SEC on May 9, 2016. 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.

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