ArcLight’s Acquisition of Outstanding Common Units and Merger with American Midstream


Gibson, Dunn & Crutcher LLP acted as legal counsel to the Partnership. Evercore acted as financial advisor and Thompson & Knight LLP acted as legal counsel to the Partnership’s conflicts committee. BofA Merrill Lynch acted as financial advisor and Kirkland & Ellis LLP acted as legal counsel to ArcLight.

American Midstream Partners, LP (NYSE: AMID) has entered into a definitive agreement and plan of merger with an affiliate of ArcLight Energy Partners Fund V, L.P..

The Purchaser will acquire, for cash, in a merger transaction, all outstanding common units of the Partnership not already held by affiliates of ArcLight, at a price of $5.25 per common unit.

The merger is expected to close in the second quarter of 2019. The Partnership does not expect to make any cash distributions on its common units or preferred units prior to the closing of the merger.

The conflicts committee of the board of directors of the Partnership’s general partner, after consultation with its independent legal and financial advisors, unanimously approved the Merger Agreement and determined it to be in the best interests of the Partnership and its unitholders unaffiliated with ArcLight. Subsequently, the board of directors of the Partnership’s general partner approved the Merger Agreement and determined it to be fair and reasonable and in the best interests of the Partnership.

The closing of the merger is subject to satisfaction of customary conditions, including receipt by the Partnership of a consent and waiver from the Partnership’s lenders. Under the partnership agreement, the merger is required to be approved by a majority of the outstanding common units and preferred units, voting as a class, and each class of preferred units. Affiliates of ArcLight own approximately 51% of such voting power and prior to the execution of the Merger Agreement, affiliates of ArcLight delivered to the Partnership a written consent approving the Merger. As such, the merger has been approved by the limited partners of the Partnership, and the Partnership will not hold a meeting of its unitholders to approve the merger. Upon closing of the merger, the Partnership will be a wholly owned subsidiary of the Purchaser and its common units will cease to be publicly traded.

The Kirkland team was led by transactional partners Kim Hicks (Picture) and Doug Bacon and includes M&A partners Andy Calder and associates Marc Lipscomb and Taylor Anthony; capital markets partners Matt Pacey and Brooks Antweil and associates Bryce Gray and Brooke Milbauer; debt finance partners Lucas Spivey and Kelann Stirling and associates Jared Bryant, Mitch McClellan, Brandon Elliott and Charles Martin; tax partner David Wheat and associate William Dong; executive compensation partner Scott Price and associate Jake Ebers; and antitrust partner Michael Thorpe.

Involved fees earner: Taylor Anthony – Kirkland & Ellis; Marc Anthony Lipscomb – Kirkland & Ellis; Brooks Antweil – Kirkland & Ellis; Douglas Bacon – Kirkland & Ellis; Kelann Stirling – Kirkland & Ellis; Jared Bryant – Kirkland & Ellis; Andrew Calder – Kirkland & Ellis; William Dong – Kirkland & Ellis; Jake Ebers – Kirkland & Ellis; Brandon Elliott – Kirkland & Ellis; Bryce Gray – Kirkland & Ellis; Kim Hicks – Kirkland & Ellis; Charles Martin – Kirkland & Ellis; Mitch McClellan – Kirkland & Ellis; Brooke Milbauer – Kirkland & Ellis; Matthew Pacey – Kirkland & Ellis; Scott Price – Kirkland & Ellis; Lucas Spivey – Kirkland & Ellis; Michael Thorpe – Kirkland & Ellis; David Wheat – Kirkland & Ellis;

Law Firms: Kirkland & Ellis;

Clients: ArcLight Capital Partners, LLC;

Avatar

Author: Ambrogio Visconti