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): January 25, 2018

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 No.)	 	(IRS Employer
Identification No.)	
		
2103 CityWest Blvd., Bldg. 4, Suite 800
Houston, Texas	 	77042	
(Address of principal executive offices)	 	(Zip Code)	
(346) 241-3400
(Registrant’s telephone number, including area code)
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:
 
☐	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))	
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company    ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for omplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    ☐

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On January 25, 2018, American Midstream Partners, LP (“ AMID ”) entered into Amendment No. 8 (the “ LPA Amendment ”) to its Fifth Amended and Restated Agreement of Limited Partnership (as amended, the “ Partnership Agreement ”), effective as of December 31, 2017. The LPA Amendment provides that, with respect to the Quarter (as defined in the Partnership Agreement) ended June 30, 2016 and for each Quarter thereafter through and including the Quarter ended December 31, 2018, in the discretion of the general partner of AMID and upon the consent of the Series C Unitholder (as defined in the Partnership Agreement), the Series C Quarterly Distribution (as defined in the Partnership Agreement) on each Outstanding Series C Preferred Unit (as defined in the Partnership Agreement) may be paid partially or entirely in a number of Series C PIK Units (as defined in the Partnership Agreement) equal to the Series C PIK Payment Amount (as defined in the Partnership Agreement). Otherwise, during such period, the Series C PIK Quarterly Distribution (as defined in the Partnership Agreement) on each Outstanding Series C Preferred Unit will be paid in cash in an amount equal to the Series C Distribution Rate (as defined in the Partnership Agreement). With respect to the Quarter ending March 31, 2019 and all quarters thereafter, the Series C Quarterly Distributions will be paid entirely in cash at the Series C Distribution Rate. The foregoing description of the LPA Amendment contained herein does not purport to be complete and is qualified in its entirety by reference to the full text of the LPA Amendment, which is attached hereto as Exhibit 3.1, and is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

Exhibit
Number	  	Description	
		
3.1	  	Amendment No. 8 to the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP, dated January 25, 2018 and effective as of December 31, 2017.	
 
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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 Kalamaras	
	 		 	Name:	 	Eric Kalamaras	
	 		 	Title:	 	Senior Vice President and Chief Financial Officer	
January 31, 2018
 
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Exhibit 3.1
AMENDMENT NO. 8 TO
FIFTH AMENDED AND RESTATED AGREEMENT OF LIMITED
PARTNERSHIP OF
AMERICAN MIDSTREAM PARTNERS, LP
This Amendment No. 8 (this “ Amendment ”) to the Fifth Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP (the “ Partnership ”), dated as of January 25, 2018, as amended by Amendment No. 1 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 1, 2016, as amended by Amendment No. 2 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of October 31, 2016, as amended by Amendment No. 3 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 8, 2017, as amended by Amendment No. 4 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 25, 2017, as amended by Amendment No. 5 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated July 14, 2017, as amended by Amendment No. 6 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated September 7, 2017, and as amended by Amendment No. 7 to the Fifth Amended and Restated Agreement of Limited Partnership of the Partnership, dated October 26, 2017    (as so amended, the “ Partnership Agreement ”), is hereby adopted effective as of December 31, 2017 by American Midstream GP, LLC, a Delaware limited liability company (the “ General Partner ”), as general partner of the Partnership, pursuant to the authority granted to it in  Section  13.1  of the Partnership Agreement. Capitalized terms used but not defined herein have the meaning given such terms in the Partnership Agreement.
WHEREAS ,  Section  13.1(g)  of the Partnership Agreement provides, in part, that the General Partner, without the approval of any Partner, may amend any provision of the Partnership Agreement in connection with the creation, authorization or issuance of any class or series of Partnership Interests and options, rights, warrants, appreciation rights, tracking and phantom interests or other economic interests in the Partnership relating to Partnership Interests;
WHEREAS , Section  13.3(c) of the Partnership Agreement provides that, if the General Partner determines an amendment adversely affects one or more classes of Partnership Interest, as compared to other classes of Partnership Interests, in any material respect, such amendment shall only be required to be approved by the adversely affected class or classes;
WHEREAS , the Board of Directors of the General Partner has determined that the standards specified in  Section 13.1(g) and Section  13.3(c)  are satisfied with respect to the amendments to the Partnership Agreement to be made by this Amendment upon approval of Record Holders of a majority of Outstanding Series C Units;
WHEREAS , Magnolia Infrastructure Holdings, LLC (“ MIH ”) is the sole record holder of the Outstanding Series C Units and has approved this Amendment; and
WHEREAS , the General Partner deems it in the best interests of the Partnership to effect this Amendment in order to amend the terms and provisions of the Series C Preferred Units as set forth herein.
NOW THEREFORE , the General Partner does hereby amend the Partnership Agreement as follows:
 
A.	Amendment . The Partnership Agreement is hereby amended as follows:	
 
 	a.	Section 5.14(b)(ii)(A)  is hereby amended and restated in its entirety as follows:	
Commencing with the Quarter ending on June 30, 2016, the holders of the Series C Preferred Units Outstanding as of an applicable Record Date shall be entitled to receive cumulative distributions (each, a “ Series C Quarterly Distribution ”), prior to any other distributions made in respect of any Junior Interests pursuant to Section 6.4 or Section 6.5, in the amount set forth in this Section 5.14(b)(ii)(A) in respect of each Outstanding Series C
 
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Preferred Unit. All such distributions shall be paid Quarterly within forty-five (45) days after the end of each Quarter (each such payment date, a “ Series C Distribution Payment Date ”). For the Quarter ending June 30, 2016, and for each Quarter thereafter through and including the Quarter ending December 31, 2018, in the discretion of the General Partner, and upon the consent of the Series C Unitholder, the Series C Quarterly Distribution on each Outstanding Series C Preferred Unit may be paid partially or entirely in a number of Series C PIK Preferred Units equal to the Series C PIK Payment Amount. Otherwise, during such period, the Series C Quarterly Distribution on each Outstanding Series C Preferred Unit shall be paid in cash at the Series C Distribution Rate per Series C Preferred Unit (which, if paid in cash for the Quarter in which the Series C Issuance Date occurs, the amount payable shall be equal to the product of (I) the amount payable without regard to this parenthetical times (II) a fraction, of which the numerator is the number of days from and including the Series C Issuance Date to but excluding the date of such Quarter’s end, and the denominator is 91). With respect to the Quarter ending March 31, 2019 and all Quarters thereafter, the Series C Quarterly Distributions shall be paid entirely in cash at the Series C Distribution Rate per Series C Preferred Unit. If the Partnership establishes a Record Date for any distribution to be made by the Partnership on other Partnership Interests pursuant to Section 6.4 or Section 6.5, then the Record Date established pursuant to this Section 5.14(b)(ii)(A) for a Series C Quarterly Distribution in respect of any Quarter shall be the same Record Date established for any distribution to be made by the Partnership in respect of distributions on other Partnership Interests pursuant to Section 6.4 or Section 6.5 for such Quarter. Unless otherwise expressly provided, references in this Agreement to Series C Preferred Units shall include all Series C PIK Preferred Units Outstanding as of the date of such determination.
 
B.	Agreement in Effect . Except as hereby amended, the Partnership Agreement shall remain unchanged and unmodified and in full force and effect.	
 
C.	Applicable Law . This Amendment shall be construed in accordance with and governed by the laws of the State of Delaware, without regard to principles of conflicts of laws that would apply the laws of any other state.	
 
D.	Severability . Each provision of this Amendment shall be considered severable and if for any reason any provision or provisions herein are determined to be invalid, unenforceable or illegal under any existing or future law, such invalidity, unenforceability or illegality shall not impair the operation of or affect those portions of this Amendment that are valid, enforceable and legal.	
 
E.	Counterparts . This Amendment may be executed in any number of counterparts, each of which shall be an original, but such counterparts shall together constitute but one and the same instrument.	
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IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first written above and effective as of December 31, 2017.

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	
 
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