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ArcLight affiliate to acquire American Midstream in all-cash merger deal

An affiliate of ArcLight Energy Partners Fund V LP has struck a definitive merger deal to buy all of American Midstream Partners LP's outstanding common units not already held by its affiliates for $5.25 per unit.

The agreement has the approval of the board of directors of American Midstream's general partner, saying the deal is "fair and reasonable and in the best interests of the partnership," according to a March 18 news release.

The ArcLight Capital Partners LLC fund in January made its second takeover bid for the debt-ridden American Midstream, putting in a nonbinding proposal to buy its outstanding units at $4.50 per unit. ArcLight Capital Partners is American Midstream's largest institutional holder, owning 26.08% of the partnership. American Midstream's midstream energy assets are in the Permian, Eagle Ford, east Texas, Bakken and Gulf Coast areas.

The merger closing requires a consent and waiver from American Midstream's lenders, among other conditions. ArcLight affiliates that own about 51% of the voting power have approved the merger, so American Midstream will no longer hold a meeting of its unit holders to vote on the merger. The deal is scheduled to close in the second quarter.

Gibson Dunn & Crutcher LLP acted as legal counsel to American Midstream. Evercore acted as financial adviser and Thompson & Knight LLP served as legal counsel to the partnership's conflicts committee. Bank of America Merrill Lynch served as financial adviser and Kirkland & Ellis LLP was the legal counsel to ArcLight.