Attached files
file | filename |
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EX-10.10 - EX-10.10 - American Midstream Partners, LP | h80486a2exv10w10.htm |
EX-10.11 - EX-10.11 - American Midstream Partners, LP | h80486a2exv10w11.htm |
EX-10.13 - EX-10.13 - American Midstream Partners, LP | h80486a2exv10w13.htm |
EX-10.12 - EX-10.12 - American Midstream Partners, LP | h80486a2exv10w12.htm |
As filed with the Securities and Exchange
Commission on June 2, 2011
Registration
No. 333-173191
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 2
to
to
Form S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
American Midstream Partners,
LP
(Exact Name of Registrant as
Specified in its Charter)
Delaware
|
4922 | 27-0855785 | ||
(State or Other Jurisdiction
of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
1614 15th Street
Suite 300
Denver, Colorado 80202
(720) 457-6060
Suite 300
Denver, Colorado 80202
(720) 457-6060
(Address, including Zip Code,
and Telephone Number, including Area Code, of Registrants
Principal Executive Offices)
Brian F. Bierbach
President and Chief Executive Officer
1614 15th Street
Suite 300
Denver, Colorado 80202
(720) 457-6060
President and Chief Executive Officer
1614 15th Street
Suite 300
Denver, Colorado 80202
(720) 457-6060
(Name, Address, including Zip
Code, and Telephone Number, including Area Code, of Agent for
Service)
Copies to:
G. Michael OLeary Timothy C. Langenkamp Andrews Kurth LLP 600 Travis, Suite 4200 Houston, Texas (713) 220-4200 |
William N. Finnegan IV Brett E. Braden Latham & Watkins LLP 717 Texas Avenue, Suite 1600 Houston, Texas 77002 (713) 546-5400 |
Approximate date of commencement of proposed sale to the
public: As soon as practicable after this
Registration Statement becomes effective.
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to
Rule 415 under the Securities Act of 1933, check the
following
box. o
If this form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act,
check the following box and the list the Securities Act
registration statement number of the earlier effective
registration statement for the same
offering. o
If this form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
If this form is a post-effective amendment filed pursuant to
Rule 462(d) under the Securities Act, check the following
box and list the Securities Act registration statement number of
the earlier effective registration statement for the same
offering. o
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
Large accelerated
filer o
|
Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
The Registrant hereby amends this Registration Statement on
such date or dates as may be necessary to delay its effective
date until the Registrant shall file a further amendment which
specifically states that this Registration Statement shall
thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933 or until the Registration
Statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said
Section 8(a), may determine.
Explanatory
Note
This Amendment No. 2 to the Registration Statement on
Form S-1
(File
No. 333-173191)
of American Midstream Partners, LP is being filed solely to
amend Item 16 of Part II thereof and to transmit
certain exhibits thereto. This Amendment No. 2 does not
modify any provision of the preliminary prospectus contained in
Part I or Items 13, 14, 15 or 17 of Part II of
the Registration Statement. Accordingly, this Amendment
No. 2 does not include a copy of the preliminary prospectus.
PART II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item 13. | Other Expenses of Issuance and Distribution. |
Set forth below are the expenses (other than underwriting
discounts, commissions and structuring fees) expected to be
incurred in connection with the issuance and distribution of the
securities registered hereby. With the exception of the SEC
registration fee, the FINRA filing fee and the NYSE listing fee,
the amounts set forth below are estimates.
SEC registration fee
|
$ | 8,708 | ||
FINRA filing fee
|
8,000 | |||
NYSE listing fee
|
* | |||
Fees and expenses of legal counsel
|
* | |||
Accounting fees and expenses
|
* | |||
Transfer agent and registrar fees
|
* | |||
Miscellaneous
|
* | |||
Total
|
* | |||
* | To be filed by amendment. |
Item 14. | Indemnification of Directors and Officers. |
American
Midstream Partners, LP
Subject to any terms, conditions or restrictions set forth in
the partnership agreement,
Section 17-108
of the Delaware Revised Uniform Limited Partnership Act empowers
a Delaware limited partnership to indemnify and hold harmless
any partner or other person from and against any and all claims
and demands whatsoever. The section of the prospectus entitled
The Partnership Agreement
Indemnification discloses that we will generally indemnify
officers, directors and affiliates of our general partner to the
fullest extent permitted by the law against all losses, claims,
damages or similar events and is incorporated herein by
reference.
The underwriting agreement to be entered into in connection with
the sale of the securities offered pursuant to this registration
statement, the form of which will be filed as an exhibit to this
registration statement, provides for indemnification of American
Midstream Partners, LP and our general partner, their officers
and directors, and any person who controls our general partner,
including indemnification for liabilities under the Securities
Act.
American
Midstream GP, LLC
Subject to any terms, conditions or restrictions set forth in
the limited liability company agreement,
Section 18-108
of the Delaware Limited Liability Company Act empowers a
Delaware limited liability company to indemnify and hold
harmless any member or manager or other person from and against
any and all claims and demands whatsoever.
Under the limited liability agreement of our general partner, in
most circumstances, our general partner will indemnify the
following persons, to the fullest extent permitted by law, from
and against any and all losses, claims, damages, liabilities
(joint or several), expenses (including legal fees and
expenses), judgments, fines, penalties, interest, settlements or
other amounts arising from any and all claims, demands, actions,
suits or proceedings (whether civil, criminal, administrative or
investigative):
| any person who is or was an affiliate of our general partner (other than us and our subsidiaries); | |
| any person who is or was a member, partner, officer, director, employee, agent or trustee of our general partner or any affiliate of our general partner; |
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| any person who is or was serving at the request of our general partner or any affiliate of our general partner as an officer, director, employee, member, partner, agent, fiduciary or trustee of another person; and | |
| any person designated by our general partner. |
Our general partner will purchase insurance covering its
officers and directors against liabilities asserted and expenses
incurred in connection with their activities as officers and
directors of our general partner or any of its direct or
indirect subsidiaries.
Item 15. | Recent Sales of Unregistered Securities. |
On November 4, 2009, in connection with our formation, we
issued (i) 200,000 general partner units representing a
2.0% general partner interest in us and all of our incentive
distribution rights to our general partner in exchange for
$2.0 million and (ii) 9,800,000 common units
representing a 98.0% limited partner interest in us to AIM
Midstream Holdings in exchange for $98.0 million. These
transactions were exempt from registration under
Section 4(2) of the Securities Act as they did not involve
a public offering.
On September 27, 2010, we issued (i) 10,000 general
partner units to our general partner in exchange for $100,000
and (ii) 490,000 common units to AIM Midstream Holdings in
exchange for $4.9 million. These transactions were exempt
from registration under Section 4(2) of the Securities Act
as they did not involve a public offering.
On November 3, 2010, we issued (i) 14,000 general
partner units to our general partner in exchange for $140,000
and (ii) 686,000 common units to AIM Midstream Holdings in
exchange for $6.9 million. These transactions were exempt
from registration under Section 4(2) of the Securities Act
as they did not involve a public offering.
Item 16. | Exhibits and Financial Schedules. |
The following documents are filed as exhibits to this
registration statement:
Number
|
Description
|
|||
1 | .1* | Form of Underwriting Agreement | ||
3 | .1** | Certificate of Limited Partnership of American Midstream Partners, LP | ||
3 | .2** | Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP | ||
3 | .3* | Form of Second Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP | ||
3 | .4** | Certificate of Formation of American Midstream GP, LLC | ||
3 | .5** | Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC | ||
5 | .1* | Form of Opinion of Andrews Kurth LLP as to the legality of the securities being registered | ||
8 | .1* | Form of Opinion of Andrews Kurth LLP relating to tax matters | ||
10 | .1* | Revolving and Term Loan Credit Agreement, dated as of October 5, 2009, by and among American Midstream, LLC, as the initial borrower, Comerica Bank, as the administrative agent, BBVA Compass Bank, as the documentation agent and Comerica Bank and BBVA Compass Bank as co-lead arrangers. | ||
10 | .2* | First Amendment to Revolving and Term Loan Credit Agreement, dated effective as of October 5, 2009, among American Midstream, LLC, American Midstream Marketing, LLC, American Midstream (Alabama Gathering), LLC, American Midstream (Alabama Intrastate), LLC, American Midstream (Alatenn), LLC, American Midstream (Midla), LLC, American Midstream (Mississippi), LLC, American Midstream (Tennessee River), LLC, American Midstream Onshore Pipelines, LLC, Mid Louisiana Gas Transmission, LLC, American Midstream (Louisiana Intrastate), LLC, American Midstream (Sigco Intrastate), LLC and American Midstream Offshore (Seacrest) LP, as borrowers, the Lenders named therein, and Comerica Bank, as administrative agent. |
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Number
|
Description
|
|||
10 | .3* | Second Amendment and Waiver to Revolving and Term Loan Credit Agreement, dated July 30, 2010, among American Midstream, LLC, American Midstream Marketing, LLC, American Midstream (Alabama Gathering), LLC, American Midstream (Alabama Intrastate), LLC, American Midstream (Alatenn), LLC, American Midstream (Midla), LLC American Midstream (Mississippi), LLC, American Midstream (Tennessee River), LLC, American Midstream Onshore Pipelines, LLC, Mid Louisiana Gas Transmission, LLC, American Midstream (Louisiana Intrastate), LLC, American Midstream (Sigco Intrastate), LLC And American Midstream Offshore (Seacrest) LP, the Lenders named therein), and Comerica Bank, as administrative agent. | ||
10 | .4* | Employment Agreement, dated November 2, 2009, by and between American Midstream GP, LLC and Brian Bierbach. | ||
10 | .5* | Employment Agreement, dated November 2, 2009, by and between American Midstream GP, LLC and Marty W. Patterson. | ||
10 | .6* | Employment Agreement, dated November 2, 2009, by and between American Midstream GP, LLC and John J. Connor. | ||
10 | .7* | Amended and Restated American Midstream GP, LLC Long-Term Incentive Plan. | ||
10 | .8* | Form of Phantom Unit Grant under American Midstream GP, LLC Long-Term Incentive Plan. | ||
10 | .9* | Membership Interests Purchase and Sale Agreement, dated as of October 2, 2009, by and between Enbridge Midcoast Energy, L.P. and American Midstream, LLC. | ||
10 | .10 | Firm Gas Gathering Agreement, dated as of August 1, 2008, by and between American Midstream (Seacrest) LP and Contango Resources Company. | ||
10 | .11 | Letter Agreement, dated December 10, 2009, between American Midstream Offshore (Seacrest) LP and Contango Operators, Inc. | ||
10 | .12 | Base Contract for Sale and Purchase of Natural Gas, dated June 1, 2010, between ExxonMobil Gas & Power Marketing Company and Mid Louisiana Gas Transmission, LLC. | ||
10 | .13 | Gas Processing Agreement, dated July 14, 2010, by and between American Midstream (Mississippi), LLC and Venture Oil & Gas, Inc. | ||
21 | .1** | List of Subsidiaries of American Midstream Partners, LP. | ||
23 | .1** | Consent of PricewaterhouseCoopers LLP. | ||
23 | .2** | Consent of PricewaterhouseCoopers LLP. | ||
23 | .3* | Form of Consent of Andrews Kurth LLP (contained in Exhibit 5.1). | ||
23 | .4* | Form of Consent of Andrews Kurth LLP (contained in Exhibit 8.1). | ||
24 | .1** | Powers of Attorney (contained on the signature page to this Registration Statement). |
* | To be filed by amendment. | |
** | Previously filed. |
| Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the Securities and Exchange Commission. |
Item 17. | Undertakings |
The undersigned registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting
agreement certificates in such denominations and registered in
such names as required by the underwriters to permit prompt
delivery to each purchaser.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred or paid
by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a
II-3
court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a
form of prospectus shall be deemed to be a new registration
statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(3) That, for the purpose of determining liability under
the Securities Act of 1933 to any purchaser, each prospectus
filed pursuant to Rule 424(b) as part of a registration
statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part
of and included in the registration statement as of the date it
is first used after effectiveness. Provided, however, that no
statement made in a registration statement or prospectus that is
part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the
registration statement or prospectus that is part of the
registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or
prospectus that was part of the registration statement or made
in any such document immediately prior to such date of first use.
(4) That, for the purpose of determining liability of the
registrant under the Securities Act of 1933 to any purchaser in
the initial distribution of the securities, the undersigned
registrant undertakes that in a primary offering of securities
of the undersigned registrant pursuant to this registration
statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered
or sold to such purchaser by means of any of the following
communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such
securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the
undersigned registrant relating to the offering required to be
filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering
prepared by or on behalf of the undersigned registrant or used
or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus
relating to the offering containing material information about
the undersigned registrant or its securities provided by or on
behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the
offering made by the undersigned registrant to the purchaser.
The undersigned registrant undertakes to send to each common
unitholder, at least on an annual basis, a detailed statement of
any transactions with American Midstream GP, our general
partner, or its affiliates, and of fees, commissions,
compensation and other benefits paid, or accrued to American
Midstream GP or its affiliates for the fiscal year completed,
showing the amount paid or accrued to each recipient and the
services performed.
The undersigned registrant undertakes to provide to the common
unitholders the financial statements required by
Form 10-K
for the first full fiscal year of operations of the company.
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SIGNATURES
Pursuant to the to the requirements of the Securities Act of
1933, as amended, the registrant has duly caused this
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Houston,
State of Texas, on June 2, 2011.
American Midstream Partners, LP
By: |
American
Midstream GP, LLC its general partner |
By: |
/s/ Brian
F. Bierbach
|
Name: Brian F. Bierbach
Title: | Chief Executive Officer and President |
Each person whose signature appears below appoints Brian F.
Bierbach and William B. Mathews, and each of them, any of whom
may act without the joinder of the other, as his true and lawful
attorneys-in-fact and agents, with full power of substitution
and re-substitution, for him and in his name, place and stead,
in any and all capacities, to sign any and all amendments
(including post-effective amendments) to this Registration
Statement and any Registration Statement (including any
amendment thereto) for this offering that is to be effective
upon filing pursuant to Rule 462(b) under the Securities
Act of 1933, as amended, and to file the same, with all exhibits
thereto, and all other documents in connection therewith, with
the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and
authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith, as
fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his
substitute and substitutes, may lawfully do or cause to be done
by virtue hereof.
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Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the
following persons in the capacities and the dates indicated.
Signature
|
Title
|
Date
|
||||
/s/ Brian
F. Bierbach Brian F. Bierbach |
Chief Executive Officer and President (Principal Executive Officer) and Director | June 2, 2011 | ||||
* Sandra M. Flower |
Vice President of Finance (Principal Financial Officer and Principal Accounting Officer) |
June 2, 2011 | ||||
* Robert B. Hellman |
Director | June 2, 2011 | ||||
* Matthew P. Carbone |
Director | June 2, 2011 | ||||
* Edward O. Diffenfal |
Director | June 2, 2011 | ||||
* L. Kent Moore |
Director | June 2, 2011 | ||||
* David L. Page |
Director | June 2, 2011 | ||||
/s/ Gerald
A. Tywoniuk Gerald A. Tywoniuk |
Director | June 2, 2011 | ||||
*By: |
/s/ Brian
F. Bierbach Brian F. Bierbach Attorney-in-Fact |
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EXHIBIT INDEX
Number
|
Description
|
|||
1 | .1* | Form of Underwriting Agreement | ||
3 | .1** | Certificate of Limited Partnership of American Midstream Partners, LP | ||
3 | .2** | Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP | ||
3 | .3* | Form of Second Amended and Restated Agreement of Limited Partnership of American Midstream Partners, LP | ||
3 | .4** | Certificate of Formation of American Midstream GP, LLC | ||
3 | .5** | Amended and Restated Limited Liability Company Agreement of American Midstream GP, LLC | ||
5 | .1* | Form of Opinion of Andrews Kurth LLP as to the legality of the securities being registered | ||
8 | .1* | Form of Opinion of Andrews Kurth LLP relating to tax matters | ||
10 | .1* | Revolving and Term Loan Credit Agreement, dated as of October 5, 2009, by and among American Midstream, LLC, as the initial borrower, Comerica Bank, as the administrative agent, BBVA Compass Bank, as the documentation agent and Comerica Bank and BBVA Compass Bank as co-lead arrangers. | ||
10 | .2* | First Amendment to Revolving and Term Loan Credit Agreement, dated effective as of October 5, 2009, among American Midstream, LLC, American Midstream Marketing, LLC, American Midstream (Alabama Gathering), LLC, American Midstream (Alabama Intrastate), LLC, American Midstream (Alatenn), LLC, American Midstream (Midla), LLC, American Midstream (Mississippi), LLC, American Midstream (Tennessee River), LLC, American Midstream Onshore Pipelines, LLC, Mid Louisiana Gas Transmission, LLC, American Midstream (Louisiana Intrastate), LLC, American Midstream (Sigco Intrastate), LLC and American Midstream Offshore (Seacrest) LP, as borrowers, the Lenders named therein, and Comerica Bank, as administrative agent. | ||
10 | .3* | Second Amendment and Waiver to Revolving and Term Loan Credit Agreement, dated July 30, 2010, among American Midstream, LLC, American Midstream Marketing, LLC, American Midstream (Alabama Gathering), LLC, American Midstream (Alabama Intrastate), LLC, American Midstream (Alatenn), LLC, American Midstream (Midla), LLC American Midstream (Mississippi), LLC, American Midstream (Tennessee River), LLC, American Midstream Onshore Pipelines, LLC, Mid Louisiana Gas Transmission, LLC, American Midstream (Louisiana Intrastate), LLC, American Midstream (Sigco Intrastate), LLC And American Midstream Offshore (Seacrest) LP, the Lenders named therein), and Comerica Bank, as administrative agent. | ||
10 | .4* | Employment Agreement, dated November 2, 2009, by and between American Midstream GP, LLC and Brian Bierbach. | ||
10 | .5* | Employment Agreement, dated November 2, 2009, by and between American Midstream GP, LLC and Marty W. Patterson. | ||
10 | .6* | Employment Agreement, dated November 2, 2009, by and between American Midstream GP, LLC and John J. Connor. | ||
10 | .7* | Amended and Restated American Midstream GP, LLC Long-Term Incentive Plan. | ||
10 | .8* | Form of Phantom Unit Grant under American Midstream GP, LLC Long-Term Incentive Plan. | ||
10 | .9* | Membership Interests Purchase and Sale Agreement, dated as of October 2, 2009, by and between Enbridge Midcoast Energy, L.P. and American Midstream, LLC. | ||
10 | .10 | Firm Gas Gathering Agreement, dated as of August 1, 2008, by and between American Midstream (Seacrest) LP and Contango Resources Company. | ||
10 | .11 | Letter Agreement, dated December 10, 2009, between American Midstream Offshore (Seacrest) LP and Contango Operators, Inc. | ||
10 | .12 | Base Contract for Sale and Purchase of Natural Gas, dated June 1, 2010, between ExxonMobil Gas & Power Marketing Company and Mid Louisiana Gas Transmission, LLC. | ||
10 | .13 | Gas Processing Agreement, dated July 14, 2010, by and between American Midstream (Mississippi), LLC and Venture Oil & Gas, Inc. | ||
21 | .1** | List of Subsidiaries of American Midstream Partners, LP. |
Number
|
Description
|
|||
23 | .1** | Consent of PricewaterhouseCoopers LLP. | ||
23 | .2** | Consent of PricewaterhouseCoopers LLP. | ||
23 | .3* | Form of Consent of Andrews Kurth LLP (contained in Exhibit 5.1). | ||
23 | .4* | Form of Consent of Andrews Kurth LLP (contained in Exhibit 8.1). | ||
24 | .1** | Powers of Attorney (contained on the signature page to this Registration Statement). |
* | To be filed by amendment. |
** | Previously filed. |
| Certain portions have been omitted pursuant to a confidential treatment request. Omitted information has been filed separately with the Securities and Exchange Commission. |