American Midstream Announces Execution of Agreements to Expand Eagle Ford Midstream Assets

DENVER--()--American Midstream Partners, LP (NYSE: AMID) (“Partnership”) announced today the approval of the Partnership’s exercise of its right-of-first-offer to acquire the Gonzales County full-well-stream gathering system from an affiliate of ArcLight Capital Partners, LLC (“ArcLight”). The Partnership also executed an option agreement to acquire a 50 percent interest in Republic Midstream, LLC (“Republic Midstream”) from an affiliate of ArcLight. The acquisitions of these assets would complement the Partnership’s existing natural gas gathering and re-delivery system in Lavaca County and create a competitive position in a prolific shale play supported by long-term, fee-based agreements with dedicated acreage.

Gonzales County Full-Well-Stream Gathering System

On August 4, 2014, the Board of Directors of the General Partner of the Partnership approved the Partnership’s exercise of its right-of-first-offer to acquire the Gonzales County system for total consideration not to exceed $110 million. Construction on the system commenced in the second quarter of 2014 at an estimated total capital expenditure of approximately $100 million incurred by an affiliate of ArcLight. The initial phase of the project is expected to commence operations in the fourth quarter of 2014, and full-system operations are expected in the first quarter of 2015. The Partnership anticipates the acquisition of the system from an affiliate of ArcLight will be completed in late 2014 or early 2015.

The system is expected to include saltwater disposal capabilities as well as full-well-stream gathering and treating infrastructure to manage oil, gas, and water production. Total design capacity is approximately 95,000 barrels per day of crude oil / water and 15 million cubic feet per day of natural gas. Following the consummation of the transaction as currently contemplated, the Partnership would provide midstream services under a long-term, fee-based agreement with Forest Oil Corporation (“Forest Oil”).

Republic Midstream Crude Oil System

On August 5, 2014, the Partnership executed an option agreement providing the Partnership with the right to acquire a 50 percent interest in Republic Midstream from an affiliate of ArcLight. Republic Midstream, a newly formed ArcLight portfolio company, executed an agreement with Penn Virginia Corporation (“Penn Virginia”) in July 2014 to construct and operate a crude oil gathering system, central delivery terminal complex, and an intermediate takeaway pipeline to serve Penn Virginia’s acreage position in the Eagle Ford Shale. ArcLight has committed $400 million to Republic Midstream for construction of the crude oil system. In accordance with the terms of the option agreement, the Partnership will have the right to acquire a 50 percent interest in Republic Midstream for approximately $200 million upon commencement of operations, which is expected in the first half of 2015.

Pursuant to the terms of its agreement with Penn Virginia, Republic Midstream will provide midstream services to Penn Virginia under a long-term, fee-based transportation agreement, supported by minimum volume commitments and dedicated acreage in the area served by the gathering system. The gathering system is expected to include 180 miles of gathering and trunk lines located in north central Gonzales and Lavaca counties that would deliver gathered volumes to a 144-acre storage and blending crude oil terminal in western Lavaca County. The intermediate system is expected to consist of a 12-inch, 30-mile takeaway pipeline with initial capacity of 80,000 barrels per day. Prior to and after the acquisition of the 50 percent interest described above, the Partnership will provide construction, operations, and general management services for Republic Midstream.

Executive Commentary

“The acquisitions of the Gonzales County and Republic Midstream assets align with our initiative to continue expanding our midstream presence in the Eagle Ford shale,” said Steve Bergstrom, Executive Chairman, President and Chief Executive Officer. “American Midstream initiated the opportunities, and we are excited to continue working in partnership with ArcLight to develop assets to provide best-in-class midstream services to Forest Oil, Penn Virginia, and other third-party producers. The recent growth in our Lavaca gas operations acquired earlier this year demonstrates the tremendous upside potential of the Eagle Ford, particularly in the area in which we operate. We are creating a midstream foothold in the region with long-term, fee-based agreements, and we anticipate Gonzales County and Republic Midstream to be significant contributors to our portfolio beginning in 2015.”

About American Midstream Partners, LP

Denver-based American Midstream Partners is a growth-oriented limited partnership formed to own, operate, develop and acquire a diversified portfolio of midstream energy assets. The Partnership provides midstream services in the Texas, Gulf Coast and Southeast regions of the United States. For more information about American Midstream Partners, LP, visit www.AmericanMidstream.com.

About ArcLight Capital Partners, LLC

ArcLight is one of the leading private equity firms focused on North American energy infrastructure assets. Since its establishment in 2001, ArcLight has invested over $12 billion across multiple energy cycles in more than 86 power, midstream and production assets. Headquartered in Boston, Massachusetts with an additional office in Luxembourg, the firm’s investment team brings extensive energy expertise, industry relationships, and specialized value creation capabilities to its portfolio. More information about ArcLight, as well as a complete list of ArcLight’s portfolio companies can be found at http://www.arclightcapital.com.

Forward-Looking Statements

This press release includes forward-looking statements. These statements relate to, among other things, projections of operational volumetrics and improvements, growth projects, cash flows and capital expenditures. We have used the words "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," "will," "potential," and similar terms and phrases to identify forward-looking statements in this press release. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. Our operations and future growth involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. Actual results and trends in the future may differ materially from those suggested or implied by the forward-looking statements depending on a variety of factors which are described in greater detail in our filings with the SEC. The closing of the acquisitions described in this press release are subject to negotiation of definitive acquisition agreements and other conditions beyond our control. The construction of the projects described is subject to risks beyond our control including cost overruns and delays resulting from numerous factors. In addition, if we consummate either or both of these acquisitions, we face risks associated with the integration of the business, decreased liquidity, increased interest and other expenses, assumption of potential liabilities, diversion of management’s attention, and other risks associated with acquisitions and growth. Please see our Risk Factor disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2013 filed on March 11, 2014, and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2014 filed on May 12, 2014. All future written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the previous statements. The forward-looking statements herein speak as of the date of this press release. We undertake no obligation to update any information contained herein or to publicly release the results of any revisions to any forward-looking statements that may be made to reflect events or circumstances that occur, or that we become aware of, after the date of this press release.

Contacts

American Midstream Partners, LP
Investor Contact
Allysa Howell, 303-942-2359
Investor Relations Manager
AHowell@Americanmidstream.com

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Contacts

American Midstream Partners, LP
Investor Contact
Allysa Howell, 303-942-2359
Investor Relations Manager
AHowell@Americanmidstream.com