HOUSTON, June 3, 2019 /PRNewswire/ -- American Midstream Partners, LP (AMID) ("American Midstream" or the "Partnership") today announced that it and American Midstream Finance Corporation (together with the Partnership, the "Issuers") have extended the expiration time for the previously announced consent solicitation (the "Consent Solicitation") to 5:00 p.m., New York City time, on June 5, 2019, unless extended or earlier terminated (the "Expiration Date") and amended certain terms of the Consent Solicitation. Holders of the Notes (as defined below) who have previously delivered consents in connection with the Consent Solicitation do not need to redeliver such consents or take any other action in response to this announcement in order to consent to the Consent Solicitation.
As previously announced, the Issuers are soliciting consents from holders of their $425,000,000 aggregate principal amount of outstanding 8.500% Senior Notes due 2021 Notes (the "Notes") to amend (the "Proposed Amendments") certain provisions of the indenture governing the Notes. The Proposed Amendments to the indenture will eliminate the requirement to file certain reports with the U.S. Securities and Exchange Commission (the "SEC") upon consummation of the pending merger (the "merger") with an affiliate of ArcLight Energy Partners Fund V, L.P. ("ArcLight"), remove certain other requirements that will no longer be applicable to the Partnership following the Partnership's expected conversion from a limited partnership into a member-managed limited liability company, which is expected to occur after consummation of the merger, and reduce the number of days of non-compliance by the Partnership with its obligations under the reporting covenant of the indenture that would constitute an event of default under the indenture.
Adoption of the Proposed Amendments requires the consent of holders of at least a majority in aggregate principal amount of the outstanding Notes (the "Requisite Consents"). Consents may be revoked at any time up to, but will become irrevocable upon, the earlier of the execution and delivery of the Proposed Amendments (which is expected to be promptly after receipt of the Requisite Consents) or the Expiration Date. If the Requisite Consents are received, then upon execution of the Proposed Amendments, consummation of the merger and payment of the consent fee, the Proposed Amendments will be operative and binding upon all holders of the Notes, regardless of whether such holders have delivered consents.
The Consent Solicitation will expire at 5:00 p.m., New York City time, on the Expiration Date, unless extended or earlier terminated. Only holders of record of the Notes as of 5:00 p.m., New York City time, on May 17, 2019, are eligible to deliver consents to the Proposed Amendments in the Consent Solicitation. Substantially concurrently with the consummation of the merger, the Issuers will pay an aggregate consent payment of $2,125,000 for the benefit of holders of the Notes, on a pro rata basis, who delivered valid and unrevoked consents to the Proposed Amendments on or prior to the Expiration Date.
The Consent Solicitation is being made solely on the terms and subject to the conditions set forth in the Consent Solicitation Statement, dated May 20, 2019, as amended by Amendment No. 1 to the Consent Solicitation Statement, dated June 3, 2019 (as amended, the "Consent Solicitation Statement"). A more complete description of the Consent Solicitation and the Proposed Amendments can be found in the Consent Solicitation Statement. The effectiveness of the Proposed Amendments is subject to a number of conditions. The Issuers may, in their sole discretion, terminate, amend or extend the Consent Solicitation at any time as set forth in the Consent Solicitation Statement.
The Issuers have retained D.F. King & Co., Inc. to serve as information agent and tabulation agent for the Consent Solicitation. Questions concerning the terms of the Consent Solicitation and requests for copies of the Consent Solicitation Statement and the form of consent should be directed to D.F. King & Co., Inc. at (212) 269-5550 (collect) or (800) 870-0653 (toll free), or via email at firstname.lastname@example.org. Wells Fargo Securities is serving as solicitation agent for the Consent Solicitation. Questions regarding the Consent Solicitation may be directed to Wells Fargo Securities, at (704) 410-4756 (collect) or (866) 309-6316 (toll free).
This announcement does not constitute a solicitation of consents of holders of the Notes and shall not be deemed a solicitation of consents with respect to any other securities of Partnership or its subsidiaries. No recommendation is being made as to whether holders of the Notes should consent to the Proposed Amendments. The solicitation of consents is not being made in any jurisdiction in which, or to or from any person to or from whom, it is unlawful to make such solicitation under applicable state or foreign securities or "blue sky" laws.
About American Midstream Partners, LP
American Midstream Partners, LP is a limited partnership formed to provide critical midstream infrastructure that links producers of natural gas, crude oil, NGLs, condensate and specialty chemicals to end-use markets. American Midstream's assets are strategically located in some of the most prolific offshore and onshore basins in the Permian, Eagle Ford, East Texas, Bakken and Gulf Coast. American Midstream owns or has an ownership interest in approximately 5,100 miles of interstate and intrastate pipelines, as well as ownership in gas processing plants, fractionation facilities, an offshore semisubmersible floating production system with nameplate processing capacity of 90 MBbl/d of crude oil and 220 MMcf/d of natural gas and terminal sites with approximately 3.0 MMBbls of storage capacity.
For more information about American Midstream Partners, LP, visit: www.americanmidstream.com. The content of the website is not part of this release.
This press release includes "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, including statements related to the Partnership's expectations regarding the timing, terms and results of the merger and SEC reporting following the merger. We have used the words "could," "expect," "intend," "may," "will," "potential," "would," "plan" 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. Many of the factors that will determine these results are beyond our ability to control or predict. These factors include actions by ArcLight, lenders, regulatory agencies, and other third parties, changes in market conditions, and information described in our public disclosure and filings with the SEC, including the risk factors described in Part I, Item 1A. in our Annual Report on Form 10-K for the year ended December 31, 2018, filed with the SEC on April 1, 2019. 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 such statements for any reason, except as required by law.
American Midstream Partners, LP
Director of Investor Relations
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