American Midstream Partners LP (NYSE:AMID) (‘American Midstream') signed an agreement to acquire a 45.5% stake in Southcross Energy Partners LP (NYSE:SXE) from public shareholders for $48 million on October 31, 2017. In the transaction, public unitholders of Southcross Energy Partners (‘SXE') will receive 0.16 American Midstream common units for each SXE common unit in the unit-for-unit deal. Concurrently, American Midstream will acquire equity interests in certain subsidiaries of Southcross Holdings LP that directly or indirectly own 100% of the limited liability company interests of the general partner of SXE and approximately 55% of the SXE common units by issuing 3.4 million American Midstream common units, 4.5 million new Series E convertible preferred units, options to acquire 4.5 million American Midstream common units and the repayment of $139 million of estimated net debt. American Midstream will thereby acquire 100% of the outstanding common units of SXE which will be merged into American Midstream pursuant to the deal. American Midstream has also agreed to acquire certain assets of Southcross Holdings in connection with the deal. As part of the transaction, American Midstream's sponsor, an affiliate of ArcLight Capital Partners LLC, agreed to transfer ownership of 15% of American Midstream's general partner and incentive distribution rights to Southcross Holdings. Southcross Energy will pay fee of $2 million in case the transaction terminates.

The transaction is subject to customary closing conditions, including approval from Southcross Energy Partners shareholders, regulatory approval, expiration or termination of any applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, effectiveness of a registration statement on Form S-4, listing of the American Midstream Partners common units issuable as part of the merger consideration, American Midstream Partners shall have received an opinion of Gibson, Dunn & Crutcher LLP and Southcross Energy Partners shall have received an opinion of Locke Lord LLP. The acquisition of SXE is conditioned on the Southcross Holdings transaction, and until both transactions have closed, American Midstream, Southcross Holdings and SXE will continue to operate as separate companies. Board of Directors of Southcross Energy and American Midstream unanimously approved the transaction. The special meeting will be held for the approval of shareholders on March 27, 2018. As of March 27, 2018, Southcross unitholders approved the merger. As of April 20, 2018, Deloitte & Touche LLP gave their consent to the transaction. The transaction is expected to close in the second quarter of 2018. As of April 9, 2018, the transaction is expected to close in second late of 2018. American Midstream expects the transaction to be single-digit accretive to DCF/unit in 2018 and 2019, approaching double-digit accretion in 2020.

Deutsche Bank and Bank of America Merrill Lynch served as financial advisers to American Midstream on the deal. Tull R. Florey and Hillary H. Holmes of Gibson, Dunn & Crutcher LLP acted as legal advisor for American Midstream Partners. RBC Capital Markets and Wells Fargo Securities acted as financial advisers, while H. William Swanstrom and Michelle A. Earley, Bill Swanstrom, Ann Oshiro Williams, John K. Arnold, Michael J. Blankenship, Gerald D. (Jerry) Higdon, Edward A. Razim III, Mitch Tiras, Jeffrey D. Wallace, Michelle J. Gutierrez-Begin, Elizabeth Corey, Laura L. Ferguson, Emily Hejl, Kerstie Moran, Beniamin D. Smolij, Burke Wendt, Van M. Jolas, Brianna L. Reed, Michael J. Conroy and Elizabeth Genter of Locke Lord LLP acted as legal advisor for Southcross Energy Partners. SXE's conflicts committee's financial adviser was Jefferies LLC, and John Goodgame, Lisa Hearn, Alison Chen, Chase Armbrust and Leana Garipova of Akin Gump Strauss Hauer & Feld LLP was its legal adviser. Georgeson Inc. acted as proxy solicitor for Southcross Energy Partners and will be paid fee of $15,000. Wells Fargo Shareowner Services acted as transfer agent for AMID common shares and AMID will pay all fees charged by the transfer agent for transfers of shares. The Depository Trust Company acted as the depository for American Midstream.

American Midstream Partners LP (NYSE:AMID) (‘American Midstream') cancelled the acquisition of 45.5% stake in Southcross Energy Partners LP (NYSE:SXE) from public shareholders on July 29, 2018.