Business and Basis of Presentation	9 Months Ended
Sep. 30, 2016
Business and Basis of Presentation
Business and Basis of Presentation	1. Business and Basis of Presentation Business. The unaudited condensed consolidated financial statements presented herein contain the results of JP Energy Partners LP, a Delaware limited partnership, and its subsidiaries. All expressions of the “Partnership,” “JPE,” “us,” “we,” “our,” and all similar expressions are references to JP Energy Partners LP and our consolidated, wholly-owned subsidiaries, unless otherwise expressly stated or the context requires otherwise. We were formed in May 2010 by members of management and were further capitalized in June 2011 by ArcLight Capital Partners, LLC (“ArcLight”) to own, operate, develop and acquire a diversified portfolio of midstream energy assets. We completed our initial public offering in October 2014. Our operations currently consist of three business segments: (i) crude oil pipelines and storage, (ii) refined products terminals and storage and (iii) NGL distribution and sales, which together provide midstream infrastructure solutions for the growing supply of crude oil, refined products and NGLs, in the United States. JP Energy GP II LLC (“GP II”) is our general partner. Basis of Presentation. Our unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. All intercompany accounts and transactions have been eliminated in the preparation of the accompanying unaudited condensed consolidated financial statements. The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of results expected for the full year ending December 31, 2016. In our opinion, the accompanying unaudited condensed consolidated financial statements include all adjustments consisting of normal recurring accruals necessary for fair statement of the financial position and results of operations for such interim periods in accordance with GAAP. Although we believe the disclosures in these financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC. These unaudited condensed consolidated interim financial statements and the notes thereto should be read in conjunction with our audited consolidated financial statements and the related notes for the year ended December 31, 2015 included in our Annual Report on Form 10-K filed with the SEC on February 29, 2016. Use of Estimates. The unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which includes the use of estimates and assumptions made by management that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities that exist at the date of the condensed consolidated financial statements. Although these estimates are based on management’s available knowledge of current and expected future events, actual results could be different from those estimates. AMID Merger Agreement. On October 23, 2016, we and our general partner entered into an Agreement and Plan of Merger (“LP Merger Agreement”) with American Midstream Partners, L.P. (“AMID”), American Midstream GP, LLC, the general partner of AMID (“AMID GP”), and an indirect and wholly owned subsidiary of AMID (“Merger Sub”). The LP Merger Agreement provides that we will be merged with and into Merger Sub (“AMID Merger”), with the Partnership surviving the merger as a wholly owned subsidiary of AMID. At the effective time of the AMID Merger, (i) each common unit and each subordinated unit of the Partnership issued and outstanding or deemed issued and outstanding as of immediately prior to the effective time, other than common unit and subordinated units of the Partnership held by Lonestar, JP Energy Development LP, a Delaware limited partnership, or their respective affiliates (together, the “Affiliated Holders”) will be converted into the right to receive 0.5775 of a common unit representing limited partner interests in AMID (“AMID Common Unit”) and (ii) each common unit and subordinated unit of the Partnership issued and outstanding or deemed issued and outstanding as of immediately prior to the effective time held by the Affiliated Holders will be converted into the right to receive 0.5225 of an AMID Common Unit. In connection with the LP Merger Agreement, on October 23, 2016, AMID GP entered into an Agreement and Plan of Merger (the “GP Merger Agreement” and, together with the LP Merger Agreement, the “Merger Agreements”) with our general partner and a wholly owned subsidiary of AMID GP (“GP Merger Sub”). Upon the terms and subject to the conditions set forth in the GP Merger Agreement, GP Merger Sub will merge with and into JPE GP (the “GP Merger” together with the LP Merger, the “Mergers”), with JPE GP surviving the merger as a wholly owned subsidiary of AMID GP. In connection with the consummation of the GP Merger, a wholly-owned subsidiary of AMID will be admitted as the sole general partner of the Partnership and our general partner will simultaneously cease to be the general partner of the Partnership. The receipt of the merger consideration is expected to be tax-free to our unitholders. Completion of the merger is subject to the satisfaction or waiver of a number of customary closing conditions as set forth in the Merger Agreement, including approval of the AMID Merger by (i) holders of at least a majority of the outstanding common units of the Partnership that are not held by our general partner or its affiliates and the holders of at least a majority of the outstanding subordinated units of the Partnership voting for the adoption of the LP Merger Agreement and the transactions contemplated thereby, receipt of required regulatory approvals in connection with the merger, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and effectiveness of a registration statement on Form S-4 registering the AMID common units to be issued in connection with the merger. The LP Merger Agreement contains certain termination rights for both AMID and the Partnership. The LP Merger Agreement further provides that, upon termination of the LP Merger Agreement, under certain circumstances, the Partnership may be required to reimburse AMID’s expenses, subject to certain limitations, or pay AMID a termination fee equal to $10.0 million less any previous AMID expenses reimbursed by JPE. In connection with the Merger Agreements, Lonestar, the Partnership and our general partner entered into an Expense Reimbursement Agreement providing that Lonestar will reimburse, or will pay directly on behalf of, the Partnership or our general partner the third party reasonable costs and expenses incurred the Partnership or our general partner in connection with the Mergers (as defined below), including (i) the termination fee and (ii) all reasonable out-of-pocket legal and financial advisory fees, costs and expenses paid or payable to third parties and incurred in connection with the negotiation, execution and performance of the LP Merger Agreement and consummation of the Mergers.

1. Business and Basis of Presentation

Business. The unaudited condensed consolidated financial statements presented herein contain the results of JP Energy Partners LP, a Delaware limited partnership, and its subsidiaries. All expressions of the “Partnership,” “JPE,” “us,” “we,” “our,” and all similar expressions are references to JP Energy Partners LP and our consolidated, wholly-owned subsidiaries, unless otherwise expressly stated or the context requires otherwise. We were formed in May 2010 by members of management and were further capitalized in June 2011 by ArcLight Capital Partners, LLC (“ArcLight”) to own, operate, develop and acquire a diversified portfolio of midstream energy assets. We completed our initial public offering in October 2014. Our operations currently consist of three business segments: (i) crude oil pipelines and storage, (ii) refined products terminals and storage and (iii) NGL distribution and sales, which together provide midstream infrastructure solutions for the growing supply of crude oil, refined products and NGLs, in the United States. JP Energy GP II LLC (“GP II”) is our general partner.

Basis of Presentation. Our unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information. All intercompany accounts and transactions have been eliminated in the preparation of the accompanying unaudited condensed consolidated financial statements.

The results of operations for the three and nine months ended September 30, 2016 are not necessarily indicative of results expected for the full year ending December 31, 2016. In our opinion, the accompanying unaudited condensed consolidated financial statements include all adjustments consisting of normal recurring accruals necessary for fair statement of the financial position and results of operations for such interim periods in accordance with GAAP. Although we believe the disclosures in these financial statements are adequate to make the information presented not misleading, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with GAAP have been omitted pursuant to the rules and regulations of the SEC. These unaudited condensed consolidated interim financial statements and the notes thereto should be read in conjunction with our audited consolidated financial statements and the related notes for the year ended December 31, 2015 included in our Annual Report on Form 10-K filed with the SEC on February 29, 2016.

Use of Estimates. The unaudited condensed consolidated financial statements have been prepared in conformity with GAAP, which includes the use of estimates and assumptions made by management that affect the reported amounts of assets, liabilities, revenues, expenses and disclosure of contingent assets and liabilities that exist at the date of the condensed consolidated financial statements. Although these estimates are based on management’s available knowledge of current and expected future events, actual results could be different from those estimates.

AMID Merger Agreement. On October 23, 2016, we and our general partner entered into an Agreement and Plan of Merger (“LP Merger Agreement”) with American Midstream Partners, L.P. (“AMID”), American Midstream GP, LLC, the general partner of AMID (“AMID GP”), and an indirect and wholly owned subsidiary of AMID (“Merger Sub”). The LP Merger Agreement provides that we will be merged with and into Merger Sub (“AMID Merger”), with the Partnership surviving the merger as a wholly owned subsidiary of AMID.

At the effective time of the AMID Merger, (i) each common unit and each subordinated unit of the Partnership issued and outstanding or deemed issued and outstanding as of immediately prior to the effective time, other than common unit and subordinated units of the Partnership held by Lonestar, JP Energy Development LP, a Delaware limited partnership, or their respective affiliates (together, the “Affiliated Holders”) will be converted into the right to receive 0.5775 of a common unit representing limited partner interests in AMID (“AMID Common Unit”) and (ii) each common unit and subordinated unit of the Partnership issued and outstanding or deemed issued and outstanding as of immediately prior to the effective time held by the Affiliated Holders will be converted into the right to receive 0.5225 of an AMID Common Unit.

In connection with the LP Merger Agreement, on October 23, 2016, AMID GP entered into an Agreement and Plan of Merger (the “GP Merger Agreement” and, together with the LP Merger Agreement, the “Merger Agreements”) with our general partner and a wholly owned subsidiary of AMID GP (“GP Merger Sub”). Upon the terms and subject to the conditions set forth in the GP Merger Agreement, GP Merger Sub will merge with and into JPE GP (the “GP Merger” together with the LP Merger, the “Mergers”), with JPE GP surviving the merger as a wholly owned subsidiary of AMID GP. In connection with the consummation of the GP Merger, a wholly-owned subsidiary of AMID will be admitted as the sole general partner of the Partnership and our general partner will simultaneously cease to be the general partner of the Partnership.

The receipt of the merger consideration is expected to be tax-free to our unitholders.

Completion of the merger is subject to the satisfaction or waiver of a number of customary closing conditions as set forth in the Merger Agreement, including approval of the AMID Merger by (i) holders of at least a majority of the outstanding common units of the Partnership that are not held by our general partner or its affiliates and the holders of at least a majority of the outstanding subordinated units of the Partnership voting for the adoption of the LP Merger Agreement and the transactions contemplated thereby, receipt of required regulatory approvals in connection with the merger, including the expiration or termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and effectiveness of a registration statement on Form S-4 registering the AMID common units to be issued in connection with the merger.

The LP Merger Agreement contains certain termination rights for both AMID and the Partnership. The LP Merger Agreement further provides that, upon termination of the LP Merger Agreement, under certain circumstances, the Partnership may be required to reimburse AMID’s expenses, subject to certain limitations, or pay AMID a termination fee equal to $10.0 million less any previous AMID expenses reimbursed by JPE.

In connection with the Merger Agreements, Lonestar, the Partnership and our general partner entered into an Expense Reimbursement Agreement providing that Lonestar will reimburse, or will pay directly on behalf of, the Partnership or our general partner the third party reasonable costs and expenses incurred the Partnership or our general partner in connection with the Mergers (as defined below), including (i) the termination fee and (ii) all reasonable out-of-pocket legal and financial advisory fees, costs and expenses paid or payable to third parties and incurred in connection with the negotiation, execution and performance of the LP Merger Agreement and consummation of the Mergers.