UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
American Midstream Partners, LP
(Name of issuer)
Common Units Representing Limited Partner Interests
(Title of class of securities)
02752P 100
(CUSIP number)
Christine Miller
Magnolia Infrastructure Partners, LLC
c/o ArcLight Capital Partners
200 Clarendon Street, 55th Floor
Boston, MA 02117
(617) 531-6338
(Name, address and telephone number of person authorized to receive notices and communications)
January 6, 2016
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D and is filing this Schedule because of Rule 13d-1(e), Rule 13d-1(f) or 13d-1(g), check the following box: ¨
The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP NO. 02752P 100 | SCHEDULE 13D |
1. | Name of Reporting Person; S.S. or IRS Identification
Magnolia Infrastructure Partners, LLC | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Source of funds
WC | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
6. | Citizenship or place of organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
12,078,504 (See Note 1) | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
12,078,504 (See Note 1) | |||||
11. |
Aggregate amount beneficially owned by each reporting person
12,078,504 (See Note 1) | |||||
12. | Check box if the aggregate amount in Row 11 excludes certain shares
¨ | |||||
13. | Percent of class represented by amount in Row 11
28.8% (See Note 2) | |||||
14. | Type of reporting person
OO (Limited Liability Company) |
Note 1: Represents 6,447,957 Series A-1 Convertible Preferred Units (Series A-1 Units) held by High Point Infrastructure Partners, LLC (High Point), convertible into 7,077,679 Common Units, which are indirectly owned by Magnolia Infrastructure Partners, LLC (Magnolia), 2,762,503 Series A-2 Convertible Preferred Units (Series A-2 Units) held by Magnolia, convertible into 3,032,295 Common Units, 1,349,609 Series B Convertible Preferred Units (Series B Units) held by American Midstream GP, LLC, which is 95% owned by High Point, and 618,921 Common Units held by Magnolia.
Note 2: Based on 41,885,412 common units of the Issuer (Common Units) outstanding, on an as-converted basis, which equals the sum of (a) 30,425,829, the number of Common Units outstanding as of November 6, 2015, as reported in the Issuers Quarterly Report on Form 10-Q filed on November 9, 2015, (b) 7,077,679 Common Units issuable upon the conversion of Series A-1 Units outstanding as of November 13, 2015, (c) 3,032,295 Common Units issuable upon the conversion of Series A-2 Units outstanding as of November 13, 2015 and (d) 1,349,609 Common Units issuable upon the conversion of Series B Units outstanding as of November 13, 2015.
CUSIP NO. 02752P 100 | SCHEDULE 13D |
1. | Name of Reporting Person; S.S. or IRS Identification
High Point Infrastructure Partners, LLC | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Source of funds
WC | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
6. | Citizenship or place of organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
8,427,288 (See Note 1) | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
8,427,288 (See Note 1) | |||||
11. |
Aggregate amount beneficially owned by each reporting person
8,427,288 (See Note 1) | |||||
12. | Check box if the aggregate amount in Row 11 excludes certain shares
¨ | |||||
13. | Percent of class represented by amount in Row 11
21.7% (See Note 2) | |||||
14. | Type of reporting person
OO (Limited Liability Company) |
Note 1: Represents 6,447,957 Series A-1 Convertible Preferred Units (Series A-1 Units) held by High Point Infrastructure Partners, LLC (High Point), convertible into 7,077,679 Common Units, which are indirectly owned by Magnolia Infrastructure Partners, LLC (Magnolia) and 1,349,609 Series B Convertible Preferred Units (Series B Units) held by American Midstream GP, LLC (the General Partner), which is 95% owned by High Point.
Note 2: Based on 38,853,117 common units of the Issuer (Common Units) outstanding, on an as-converted basis, which equals the sum of (a) 30,425,829, the number of Common Units outstanding as of November 6, 2015, as reported in the Issuers Quarterly Report on Form 10-Q filed on November 9, 2015, (b) 7,077,679 Common Units issuable upon the conversion of Series A-1 Units outstanding as of November 13, 2015 and (c) 1,349,609 Common Units issuable upon the conversion of Series B Units outstanding as of November 13, 2015.
CUSIP NO. 02752P 100 | SCHEDULE 13D |
1. | Name of Reporting Person; S.S. or IRS Identification
American Midstream GP, LLC | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Source of funds
OO | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
6. | Citizenship or place of organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
1,349,609 (See Note 1) | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
1,349,609 (See Note 1) | |||||
11. |
Aggregate amount beneficially owned by each reporting person
1,349,609 (See Note 1) | |||||
12. | Check box if the aggregate amount in Row 11 excludes certain shares
¨ | |||||
13. | Percent of class represented by amount in Row 11
4.2% (See Note 2) | |||||
14. | Type of reporting person
OO (Limited Liability Company) |
Note 1: Represents 1,349,609 Series B Convertible Preferred Units (Series B Units) held by American Midstream GP, LLC, the Issuers general partner (the General Partner).
Note 2: Based on 31,775,438 common units of the Issuer (Common Units) outstanding, on an as-converted basis, which equals the sum of (a) 30,425,829, the number of Common Units outstanding as of November 6, 2015, as reported in the Issuers Quarterly Report on Form 10-Q filed on November 9, 2015 and (b) 1,349,609 Common Units issuable upon the conversion of Series B Units outstanding as of November 13, 2015.
CUSIP NO. 02752P 100 | SCHEDULE 13D |
1. | Name of Reporting Person; S.S. or IRS Identification
ArcLight Energy Partners Fund V, L.P. | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Source of funds
WC | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
6. | Citizenship or place of organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
12,450,476 (See Note 1) | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
12,450,476 (See Note 1) | |||||
11. |
Aggregate amount beneficially owned by each reporting person
12,450,476 (See Note 1) | |||||
12. | Check box if the aggregate amount in Row 11 excludes certain shares
¨ | |||||
13. | Percent of class represented by amount in Row 11
29.7% (See Note 2) | |||||
14. | Type of reporting person
PN |
Note 1: Represents 6,447,957 Series A-1 Convertible Preferred Units (Series A-1 Units) held by High Point Infrastructure Partners, LLC (High Point), convertible into 7,077,679 Common Units, which are indirectly owned by Magnolia Infrastructure Partners, LLC (Magnolia), 2,762,503 Series A-2 Convertible Preferred Units (Series A-2 Units) held by Magnolia, convertible into 3,032,295 Common Units, 1,349,609 Series B Convertible Preferred Units (Series B Units) held by American Midstream GP, LLC, which is 95% owned by High Point, 618,921 Common Units held by Magnolia, and 371,972 Common Units held by Busbar II, LLC.
Note 2: Based on 41,855,412 common units of the Issuer (Common Units) outstanding, on an as-converted basis, which equals the sum of (a) 30,425,829, the number of Common Units outstanding as of November 6, 2015, as reported in the Issuers Quarterly Report on Form 10-Q filed on November 9, 2015, (b) 7,077,679 Common Units issuable upon the conversion of Series A-1 Units outstanding as of November 13, 2015, (c) 3,032,295 Common Units issuable upon the conversion of Series A-2 Units outstanding as of November 13, 2015 and (d) 1,349,609 Common Units issuable upon the conversion of Series B Units outstanding as of November 13, 2015.
CUSIP NO. 02752P 100 | SCHEDULE 13D |
1. | Name of Reporting Person; S.S. or IRS Identification
ArcLight PEF GP V, LLC | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Source of funds
WC | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
6. | Citizenship or place of organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
12,450,476 (See Note 1) | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
12,450,476 (See Note 1) | |||||
11. |
Aggregate amount beneficially owned by each reporting person
12,450,476 (See Note 1) | |||||
12. | Check box if the aggregate amount in Row 11 excludes certain shares
¨ | |||||
13. | Percent of class represented by amount in Row 11
29.7% (See Note 2) | |||||
14. | Type of reporting person
OO (Limited Liability Company) |
Note 1: Represents 6,447,957 Series A-1 Convertible Preferred Units (Series A-1 Units) held by High Point Infrastructure Partners, LLC (High Point), convertible into 7,077,679 Common Units, which are indirectly owned by Magnolia Infrastructure Partners, LLC (Magnolia), 2,762,503 Series A-2 Convertible Preferred Units (Series A-2 Units) held by Magnolia, convertible into 3,032,295 Common Units, 1,349,609 Series B Convertible Preferred Units (Series B Units) held by American Midstream GP, LLC, which is 95% owned by High Point, 618,921 Common Units held by Magnolia, and 371,972 Common Units held by Busbar II, LLC.
Note 2: Based on 41,885,412 common units of the Issuer (Common Units) outstanding, on an as-converted basis, which equals the sum of (a) 30,425,829, the number of Common Units outstanding as of November 6, 2015, as reported in the Issuers Quarterly Report on Form 10-Q filed on November 9, 2015, (b) 7,077,679 Common Units issuable upon the conversion of Series A-1 Units outstanding as of November 13, 2015, (c) 3,032,295 Common Units issuable upon the conversion of Series A-2 Units outstanding as of November 13, 2015 and (d) 1,349,609 Common Units issuable upon the conversion of Series B Units outstanding as of November 13, 2015.
CUSIP NO. 02752P 100 | SCHEDULE 13D |
1. | Name of Reporting Person; S.S. or IRS Identification
ArcLight Capital Holdings, LLC | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Source of funds
WC | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
6. | Citizenship or place of organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
12,450,476 (See Note 1) | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
12,450,476 (See Note 1) | |||||
11. |
Aggregate amount beneficially owned by each reporting person
12,450,476 (See Note 1) | |||||
12. | Check box if the aggregate amount in Row 11 excludes certain shares
¨ | |||||
13. | Percent of class represented by amount in Row 11
29.7% (See Note 2) | |||||
14. | Type of reporting person
OO (Limited Liability Company) |
Note 1: Represents 6,447,957 Series A-1 Convertible Preferred Units (Series A-1 Units) held by High Point Infrastructure Partners, LLC (High Point), convertible into 7,077,679 Common Units, which are indirectly owned by Magnolia Infrastructure Partners, LLC (Magnolia), 2,762,503 Series A-2 Convertible Preferred Units (Series A-2 Units) held by Magnolia, convertible into 3,032,295 Common Units, 1,349,609 Series B Convertible Preferred Units (Series B Units) held by American Midstream GP, LLC, which is 95% owned by High Point, 618,921 Common Units held by Magnolia, and 371,972 Common Units held by Busbar II, LLC.
Note 2: Based on 41,885,412 common units of the Issuer (Common Units) outstanding, on an as-converted basis, which equals the sum of (a) 30,425,829, the number of Common Units outstanding as of November 6, 2015, as reported in the Issuers Quarterly Report on Form 10-Q filed on November 9, 2015, (b) 7,077,679 Common Units issuable upon the conversion of Series A-1 Units outstanding as of November 13, 2015, (c) 3,032,295 Common Units issuable upon the conversion of Series A-2 Units outstanding as of November 13, 2015 and (d) 1,349,609 Common Units issuable upon the conversion of Series B Units outstanding as of November 13, 2015.
CUSIP NO. 02752P 100 | SCHEDULE 13D |
1. | Name of Reporting Person; S.S. or IRS Identification
ArcLight Capital Partners, LLC | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Source of funds
WC | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
6. | Citizenship or place of organization
Delaware | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
12,450,476 (See Note 1) | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
12,450,476 (See Note 1) | |||||
11. |
Aggregate amount beneficially owned by each reporting person
12,450,476 (See Note 1) | |||||
12. | Check box if the aggregate amount in Row 11 excludes certain shares
¨ | |||||
13. | Percent of class represented by amount in Row 11
29.7% (See Note 2) | |||||
14. | Type of reporting person
OO (Limited Liability Company) |
Note 1: Represents 6,447,957 Series A-1 Convertible Preferred Units (Series A-1 Units) held by High Point Infrastructure Partners, LLC (High Point), convertible into 7,077,679 Common Units, which are indirectly owned by Magnolia Infrastructure Partners, LLC (Magnolia), 2,762,503 Series A-2 Convertible Preferred Units (Series A-2 Units) held by Magnolia, convertible into 3,032,295 Common Units, 1,349,609 Series B Convertible Preferred Units (Series B Units) held by American Midstream GP, LLC, which is 95% owned by High Point, 618,921 Common Units held by Magnolia, and 371,972 Common Units held by Busbar II, LLC.
Note 2: Based on 41,885,412 common units of the Issuer (Common Units) outstanding, on an as-converted basis, which equals the sum of (a) 30,425,829, the number of Common Units outstanding as of November 6, 2015, as reported in the Issuers Quarterly Report on Form 10-Q filed on November 9, 2015, (b) 7,077,679 Common Units issuable upon the conversion of Series A-1 Units outstanding as of November 13, 2015, (c) 3,032,295 Common Units issuable upon the conversion of Series A-2 Units outstanding as of November 13, 2015 and (d) 1,349,609 Common Units issuable upon the conversion of Series B Units outstanding as of November 13, 2015.
CUSIP NO. 02752P 100 | SCHEDULE 13D |
1. | Name of Reporting Person; S.S. or IRS Identification
Daniel R. Revers | |||||
2. | Check the appropriate box if a member of a group (a) ¨ (b) x
| |||||
3. | SEC use only
| |||||
4. | Source of funds
WC | |||||
5. | Check box if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e)
¨ | |||||
6. | Citizenship or place of organization
United States | |||||
Number of Shares Beneficially Owned by Each Reporting Person With:
|
7. | Sole voting power
0 | ||||
8. | Shared voting power
12,450,476 (See Note 1) | |||||
9. | Sole dispositive power
0 | |||||
10. | Shared dispositive power
12,450,476 (See Note 1) | |||||
11. |
Aggregate amount beneficially owned by each reporting person
12,450,476 (See Note 1) | |||||
12. | Check box if the aggregate amount in Row 11 excludes certain shares
¨ | |||||
13. | Percent of class represented by amount in Row 11
29.7% (See Note 2) | |||||
14. | Type of reporting person
IN |
Note 1: Represents 6,447,957 Series A-1 Convertible Preferred Units (Series A-1 Units) held by High Point Infrastructure Partners, LLC (High Point), convertible into 7,077,670 Common Units, which are indirectly owned by Magnolia Infrastructure Partners, LLC (Magnolia), 2,762,503 Series A-2 Convertible Preferred Units (Series A-2 Units) held by Magnolia, convertible into 3,032,295 Common Units, 1,349,609 Series B Convertible Preferred Units (Series B Units) held by American Midstream GP, LLC, which is 95% owned by High Point, 618,921 Common Units held by Magnolia, and 371,972 Common Units held by Busbar II, LLC.
Note 2: Based on 41,885,412 common units of the Issuer (Common Units) outstanding, on an as-converted basis, which equals the sum of (a) 30,425,829, the number of Common Units outstanding as of November 6, 2015, as reported in the Issuers Quarterly Report on Form 10-Q filed on November 9, 2015, (b) 7,077,679 Common Units issuable upon the conversion of Series A-1 Units outstanding as of November 13, 2015, (c) 3,032,295 Common Units issuable upon the conversion of Series A-2 Units outstanding as of November 13, 2015 and (d) 1,349,609 Common Units issuable upon the conversion of Series B Units outstanding as of November 13, 2015.
This Amendment No. 10 to Schedule 13D amends and supplements the Statement on Schedule 13D filed on May 3, 2013, as amended by Amendment No. 1 filed on November 14, 2014, Amendment No. 2 filed on February 17, 2015, Amendment No. 3 filed on April 3, 2015, Amendment No. 4 filed on May 15, 2015, Amendment No. 5 filed on August 18, 2015, Amendment No. 6 filed on August 19, 2015, Amendment No. 7 filed on September 17, 2015, Amendment No. 8 filed on November 18, 2015, and Amendment No. 9 filed on December 22, 2015 (as amended, this Schedule 13D), filed with respect to the common units representing limited partner interests (Common Units) of American Midstream Partners, LP (the Issuer).
ITEM 3. | Source and Amount of Funds or Other Considerations. |
Item 3 is hereby amended by adding the following at the end hereof:
In various open market purchases between December 22, 2015 and January 6, 2016, Busbar II, LLC, a direct, wholly owned subsidiary of ArcLight Energy Partners Fund V, L.P., acquired an aggregate of 371,972 of the Issuers outstanding Common Units for a total of $2,781,607.86. The purchase of such securities was funded from cash on hand of the Reporting Persons.
ITEM 5. | Interest in Securities of the Issuer. |
Item 5(c) of the Schedule 13D is hereby amended and restated as follows:
(c) The transactions effected by the Reporting Persons during the past 60 days are set forth on Schedule I attached hereto.
ITEM 7. | Material to be Filed as Exhibits. |
See the Exhibit Index following the signature pages hereto.
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: January 7, 2016
AMERICAN MIDSTREAM GP, LLC |
/s/ William B. Mathews |
William B. Mathews, Senior Vice President, General Counsel and Secretary |
HIGH POINT INFRASTRUCTURE PARTNERS, LLC |
/s/ Daniel R. Revers |
Daniel R. Revers, President |
MAGNOLIA INFRASTRUCTURE PARTNERS, LLC |
/s/ Daniel R. Revers |
Daniel R. Revers, President |
ARCLIGHT ENERGY PARTNERS FUND V, L.P. | ||
By: | ArcLight PEF GP V, L.P. | |
its General Partner | ||
By: | ArcLight Capital Holdings, LLC | |
its Manager |
/s/ Daniel R. Revers |
Daniel R. Revers, Managing Partner |
ARCLIGHT PEF GP V, LLC | ||
By: | ArcLight Capital Holdings, LLC | |
its Manager |
/s/ Daniel R. Revers |
Daniel R. Revers, Managing Partner |
ARCLIGHT CAPITAL HOLDINGS, LLC |
/s/ Daniel R. Revers |
Daniel R. Revers, Managing Partner |
ARCLIGHT CAPITAL PARTNERS, LLC |
/s/ Daniel R. Revers |
Daniel R. Revers, Managing Partner |
/s/ Daniel R. Revers |
Daniel R. Revers |
EXHIBIT INDEX
Exhibit Number |
Description | |
1. | Joint Filing Agreement (incorporated by reference to Exhibit 1 of Amendment No. 3 to Schedule 13D filed by the reporting persons on April 2, 2015) |
SCHEDULE I
Recent Open Market Transactions by Reporting Persons in the Securities of the Issuer
Date of Transaction |
Number of Shares Purchased |
Weighted Average Price Per Share |
Price Range | |||||||||
December 22, 2015 |
75,072 | $ | 5.79 | $ | 5.16-6.00 | |||||||
January 4, 2016 |
16,000 | $ | 8.02 | $ | 7.79-8.15 | |||||||
January 5, 2016 |
86,200 | $ | 7.69 | $ | 7.59-7.97 | |||||||
January 6, 2016 |
194,700 | $ | 7.99 | $ | 7.42-8.15 |
The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth above.