SC 13D/A

Busbar II, LLC

0001193125-16-426734.txt : 20160111 0001193125-16-426734.hdr.sgml : 20160111 20160111172730 ACCESSION NUMBER: 0001193125-16-426734 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20160111 DATE AS OF CHANGE: 20160111 GROUP MEMBERS: AMERICAN MIDSTREAM GP, LLC GROUP MEMBERS: ARCLIGHT CAPITAL HOLDINGS, LLC GROUP MEMBERS: ARCLIGHT CAPITAL PARTNERS, LLC GROUP MEMBERS: ARCLIGHT ENERGY PARTNERS FUND V, L.P. GROUP MEMBERS: ARCLIGHT PEF GP V, LLC GROUP MEMBERS: DANIEL R. REVERS GROUP MEMBERS: MAGNOLIA INFRASTRUCTURE PARTNERS, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: American Midstream Partners, LP CENTRAL INDEX KEY: 0001513965 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 270855785 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86360 FILM NUMBER: 161337115 BUSINESS ADDRESS: STREET 1: 1400 16TH STREET STREET 2: SUITE 310 CITY: DENVER STATE: CO ZIP: 80202 BUSINESS PHONE: (720) 457-6060 MAIL ADDRESS: STREET 1: 1400 16TH STREET STREET 2: SUITE 310 CITY: DENVER STATE: CO ZIP: 80202 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: High Point Infrastructure Partners, LLC CENTRAL INDEX KEY: 0001575227 IRS NUMBER: 461242141 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ARCLIGHT CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON ST, 55TH FLOOR CITY: BOSTON STATE: MA ZIP: 02117 BUSINESS PHONE: 617-531-6300 MAIL ADDRESS: STREET 1: C/O ARCLIGHT CAPITAL PARTNERS, LLC STREET 2: 200 CLARENDON ST, 55TH FLOOR CITY: BOSTON STATE: MA ZIP: 02117 SC 13D/A 1 d118195dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

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 8, 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 person’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 Issuer’s 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 12,748,939 (See Note 1)
		9.	Sole dispositive power 0
		10.	Shared dispositive power 12,748,939 (See Note 1)
11.	Aggregate amount beneficially owned by each reporting person 12,748,939 (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 30.4% (See Note 2)
14.	Type of reporting person PN

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 Issuer’s 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 12,748,939 (See Note 1)
		9.	Sole dispositive power 0
		10.	Shared dispositive power 12,748,939 (See Note 1)
11.	Aggregate amount beneficially owned by each reporting person 12,748,939 (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 30.4 % (See Note 2)
14.	Type of reporting person OO (Limited Liability Company)


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 12,748,939 (See Note 1)
		9.	Sole dispositive power 0
		10.	Shared dispositive power 12,748,939 (See Note 1)
11.	Aggregate amount beneficially owned by each reporting person 12,748,939 (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 30.4% (See Note 2)
14.	Type of reporting person OO (Limited Liability Company)


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 12,748,939 (See Note 1)
		9.	Sole dispositive power 0
		10.	Shared dispositive power 12,748,939 (See Note 1)
11.	Aggregate amount beneficially owned by each reporting person 12,748,939 (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 30.4% (See Note 2)
14.	Type of reporting person OO (Limited Liability Company)


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 12,748,939 (See Note 1)
		9.	Sole dispositive power 0
		10.	Shared dispositive power 12,748,939 (See Note 1)
11.	Aggregate amount beneficially owned by each reporting person 12,748,939 (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 30.4% (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 670,435 Common Units held by Busbar II, LLC.

This Amendment No. 11 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, Amendment No. 9 filed on December 22, 2015, and Amendment No. 10 filed on January 6, 2016 (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 January 7, 2016 and January 8, 2016, Busbar II, LLC, a direct, wholly owned subsidiary of ArcLight Energy Partners Fund V, L.P., acquired an aggregate of 298,463 of the Issuer’s outstanding Common Units for a total of $2,406,241.09. The purchase of such securities was funded from cash on hand of the Reporting Persons.

ITEM 4.

Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented as follows:

On January 8, 2016, Busbar II, LLC entered into a Rule 10b5-1(c) purchase plan with respect to the Common Units of American Midstream Partners, LP (the “10b5-1 Purchase Plan”). The 10b5-1 Purchase Plan allows for the purchase of up to $10 million of Common Units, subject to certain volume and pricing thresholds and compliance with the conditions of Rule 10b-18 under the Exchange Act. There can be no assurance as to how many Common Units, if any, will be purchased pursuant to the 10b5-1 Purchase Plan or at what price any such Common Units will be purchased. The form of the 10b5-1 Purchase Plan is set forth in Exhibit 2.

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 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

See Item 4 above for a description of the 10b5-1 Purchase Plan, which is incorporated herein by reference.

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 11, 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)

2.		Form of Stock Purchase Plan

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
January 7, 2016		194,700	$	8.08	$	7.71-8.15
January 8, 2016		103,763	$	8.03	$	7.88-8.15

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.

EX-99.2 2 d118195dex992.htm EX-99.2 EX-99.2

Exhibit 2

[Form of 10b5-1 Purchase Plan]

[FORM OF] STOCK PURCHASE PLAN

This Stock Purchase Plan (the “Purchase Plan”) is entered into on , by and between (“Broker”) and Busbar II, LLC (the “Company”) for the purchase of common units (the “Stock”) representing limited partner interests in American Midstream Partners, LP (“American Midstream”) issued by American Midstream complying with the provisions of Rule 10b5-1 (“Rule 10b5-1”) and Rule 10b-18 (“Rule 10b-18”) under the Securities Exchange Act of 1934 on a “not held” basis.

A)	Purchase Plan Requirements

On any day on which the New York Stock Exchange is open for business and Broker is instructed to engage in stock purchasing efforts, pursuant to the written instructions in Appendix A, attached hereto, of this Purchase Plan, Broker will act as the Company’s exclusive agent to repurchase shares of Stock.

Purchases made by Broker pursuant to this Purchase Plan shall be made in accordance with the Company’s written instructions in Appendix A, and shall be made at the prevailing market prices, pursuant to the limitations stated in Appendix A, in open-market transactions. Broker will use its best efforts to effect all open-market purchases pursuant to this Purchase Plan in accordance with the provisions of Rule 10b-18.

Broker shall be entitled to a commission of per unit purchased.

B)	The Company’s Representations and Warranties

The Company makes the following representations and warranties, each of which shall continue while this Purchase Plan is in effect and will survive the termination of this Purchase Plan:

At the time of the Company’s execution of this Purchase Plan, the Company is not aware of any material, non-public information with respect to American Midstream or the Stock. The Company is entering into this Purchase Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1, Rule 10b-18 or other applicable securities laws.

Purchases of Stock under this Purchase Plan have been duly authorized by the Company and are not prohibited by any legal, regulatory or contractual restriction or undertaking binding on the Company. The Company will inform Broker as soon as possible of any subsequent legal or contractual restrictions affecting the execution of the Purchase Plan by Broker or the Company and of the occurrence of any event that would cause the Purchase Plan to be suspended or to end as contemplated in Section C and Section E.

The Company agrees not to enter into or alter any corresponding or hedging transaction with respect to the Stock while this Purchase Plan remains in effect.

If applicable, the Company agrees to provide Broker with all necessary information regarding the Company’s previous purchases, as may be required for Broker to calculate the Company’s volume limitations under Rule 10b-18.

The Company agrees that it will not take any action that would cause any purchase of Stock under this Purchase Plan not to comply with Rule 10b-18 or any other applicable law.

The Company agrees that it does not have authority, influence or control over any purchase of Stock effected by Broker pursuant to this Purchase Plan and will not attempt to exercise any such authority, influence or control. The Company agrees that it will not communicate any material non-public information relating to the Stock or the Company to any employee of Broker or its affiliates who is responsible for purchasing Stock, in accordance with this Purchase Plan and during the time this Purchase Plan is in effect.

The Company acknowledges and agrees that the Purchase Plan is a “securities contract,” as such term is defined in Section 741(7) of Title 11 of the United States Code, as it may be amended (the “Bankruptcy Code”), entitled to all of the protections given such contracts under the Bankruptcy Code.

This Purchase Plan constitutes the Company’s legal, valid and binding obligation enforceable against the Company in accordance with its terms. There is no litigation, arbitration or other proceeding pending, or to the Company’s knowledge threatened, that would prevent or interfere with the Company’s purchase of Stock under this Purchase Plan.

C)	Suspension of Purchases

The Company acknowledges and agrees that Broker may suspend purchases under this Purchase Plan in the event that:

Broker determines that it is prohibited from purchasing Stock by a legal, contractual or regulatory restriction applicable to it or its affiliates or to the Company and its affiliates (other than any such restriction relating to the Company’s possession or alleged possession of material nonpublic information about American Midstream or the Stock); or

Broker determines, in its sole discretion that a market disruption has occurred, beyond the control of Broker that would materially interfere with Broker’s ability to carry out the terms of this Purchase Plan; or

Trading in the Stock is halted or suspended.

If any purchases cannot be executed as required by this Purchase Plan due to any of the events specified in Paragraphs (1), (2) or (3) above, Broker shall effect such purchases as promptly as practicable after the cessation or termination of such disruption, applicable restriction or other event.

D)	Modification of this Purchase Plan

Any modification of this Purchase Plan by the Company will be made in good faith and not as part of a scheme to evade the prohibitions of Rule 10b5-1, and only with Broker’s written consent. In particular, the Company agrees that the Company will not modify or propose to modify this Purchase Plan at any time that the Company is aware of any material non-public information about the American Midstreamand/or the Stock and that the Company will be deemed to repeat its representations in Section B at the time of such modification. Termination of this Purchase Plan by the Company pursuant to Section E (1) (ii) shall not be deemed a modification of this Purchase Plan.

E)	Termination of this Purchase Plan

This Purchase Plan will terminate upon the earliest of any of the following events:

The satisfaction of the purchasing instructions specified in Appendix A, including without limitation the expiration of any applicable purchase period or the completion of any applicable maximum purchase amount;

ii.

The Company or the Company’s designee notifies Broker in writing, that this Purchase Plan is to be terminated;

iii.

Broker determines, in its sole discretion, that it is prohibited for any reason from engaging in purchasing activity as the Company’s agent under this Purchase Plan;

iv.

Broker becomes aware of the commencement of any voluntary or involuntary case or other proceeding seeking liquidation, reorganization or other relief under any bankruptcy, insolvency or similar law or seeking the appointment of a trustee, receiver or other similar official, in each case with respect to the Company or the taking of any corporate action by the Company to authorize or commence any of the foregoing;

The Company or any other person publicly announces a tender or exchange offer with respect to the Stock or a merger, acquisition, reorganization, recapitalization or other similar business combination or transaction as a result of the consummation of which the Stock would be exchanged or converted into cash, securities or other property.

Any transaction pending at the time Broker receives a notice referred to in Section D or E (1) (ii) shall be completed and Broker shall receive the commission set forth in Section A (3).

F)	Indemnification and Limitation on Liability

The Company agrees to indemnify and hold harmless Broker (and its directors, officers, employees and affiliates) from and against all claims, liabilities, losses, damages and expenses (including reasonable attorney’s fees and costs) arising out of or attributable to: (a) any material breach by the Company of this Purchase Plan (including the Company’s representations and warranties), and (b) any violation by the Company of applicable laws or regulations. The Company will have no indemnification obligations in the case of gross negligence or willful misconduct of Broker or any other indemnified person. This indemnification will survive the termination of this Purchase Plan.

Notwithstanding any other provision herein, neither Broker nor the Company will be liable for:

Special, indirect, punitive, exemplary, or consequential damages, or incidental losses or damages of any kind, even if advised of the possibility of such losses or damages or if such losses or damages could have been reasonably foreseen.

ii.

Any failure to perform or for any delay in performance that results from a cause or circumstance that is beyond its reasonable control, including but not limited to failure of electronic or mechanical equipment, strikes, failure of common carrier or utility systems, severe weather, market disruptions or other causes commonly known as “acts of God”.

The Company acknowledges and agrees that Broker has not provided the Company with any tax, accounting or legal advice with respect to this Purchase Plan, including whether the Company would be entitled to any of the affirmative defenses under Rule 10b5-1.

G)	Governing Law

This Purchase Plan will be governed by, and construed in accordance with, the laws of the State of New York, without regard to such State’s conflict of laws rules.

H)	Entire Agreement

This Purchase Plan (including any annexes, exhibits, or appendices) along with the agreement letter dated (“Agreement Letter”) constitutes the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes any previous or contemporaneous agreements, understandings, proposals or promises with respect thereto, whether written or oral. In the event of a conflict between the terms and conditions of this Purchase Plan and the terms and conditions of the Agreement Letter, the terms and conditions of this Purchase Plan shall govern.

I)	Assignment

This Purchase Plan and each party’s rights and obligations hereunder may not be assigned or delegated without the written permission of the other party and shall inure to the benefit of each party’s successors and permitted assigns, whether by merger, consolidation or otherwise.

Notices

All required notifications to Broker under this Purchase Plan shall be made in writing, sent via facsimile and confirmed by telephone to the Special Equity Transactions Group, fax number (646) 291-3270, telephone number (877) 531-8365.

All required notifications to the Company under this Purchase Plan shall be made in writing, sent via facsimile, and confirmed by telephone to , fax number , telephone number .

K)	Counterparts

This Purchase Plan may be executed in two or more counterparts and by facsimile signature.

IN WITNESS WHEREOF, the undersigned have executed this Purchase Plan as of the date first written above.

APPENDIX A

Purchase Period:

Plan Dollar Cap:

The total capital commitment is for

Purchased on volume weighted basis, not more the of daily volume.

Share Price

Capital

available

Daily Share Cap:

Maximum Purchase Price: