ArcLight Energy Partners Fund V, L.P., a fund managed by ArcLight Capital Partners, LLC made a non-binding offer to acquire the remaining stake in American Midstream Partners, LP (NYSE:AMID) for approximately $250 million on September 27, 2018. Under the terms of the transaction, ArcLight Energy Partners Fund V agreed to offer $6.1 in cash for all the issued and outstanding common units of AMID currently not owned by Magnolia and its affiliates. On January 3, 2019, American Midstream received a revised offer from ArcLight Energy Partners Fund V, L.P. managed by ArcLight Capital Partners, LLC to acquire all the outstanding shares that it didn't already own for $4.5 per share, equating to total value of approximately $180 million. The other proposed terms of the potential transaction remain as set forth in the original non-binding proposal. As of March 17, 2019, ArcLight Energy Partners Fund V, L.P., a fund managed by ArcLight Capital Partners, LLC entered into a definitive agreement wherein the offer price was revised to $5.25 per common unit in cash. In addition, each Phantom unit will be converted into a right to receive a cash payment in an amount equal to the offer price and the equity plans shall be terminated and no cash or equity awards or other rights with respect to common units or other interests shall be granted or be outstanding thereunder. As of the date of the agreement, ArcLight Energy Partners Fund V, L.P. already holds 15.38 common units and all of series A-1, A-2 and series C convertible preferred units, general partner units and incentive distribution rights. Upon the closing of the merger, American Midstream Partners will be a wholly owned subsidiary of ArcLight. Upon closing of the merger, American Midstream Partners’ common units will cease to be publicly traded. ArcLight Energy will pay a termination of $12 million, while American Midstream will pay a termination fee of $3.5 million under certain circumstances. The transaction is subject to customary closing conditions, such as expiration or termination of applicable waiting periods, if any, under Hart-Scott-Rodino Antitrust Improvements Act, consummation of due diligence investigation, approval by holders of a majority of the outstanding common units of American Midstream Partners, the approval of the conflicts committee of the Board of Directors of American Midstream Partners and regulatory approvals. As of March 17, 2019, the conflicts committee of the Board of Directors of American Midstream Partners’ general partner unanimously approved the agreement. The transaction has also been approved majority of the limited partners of American Midstream Partners, the Board of American Midstream Partners’ general partner and High Point Infrastructure Partners, LLC, as the controlling member of American Midstream Partners’ general partner. As of March 17, 2019, the closing of the merger is subject to satisfaction of customary conditions, including receipt by American Midstream Partners of a consent and waiver from its lenders and delivery prior to April 30, 2019 of audited financial statements of American Midstream Partners to the lenders under the its existing credit facility. Additionally, in order to complete the merger, American Midstream Partners will file with the SEC and furnish to its unitholders an information statement and other relevant documents, including a Schedule 13E-3. The SEC may review these documents and any review by the SEC may affect the timing of the completion of the merger. The merger is expected to close in the second quarter of 2019. As per announcement on July 15, 2019, the transaction is expected to close on July 23, 2019. Merrill Lynch, Pierce, Fenner & Smith Incorporated acted as financial advisor and Kim Hicks, Doug Bacon, Andy Calder, Marc Lipscomb, Taylor Anthony, Matt Pacey, Brooks Antweil, Bryce Gray, Brooke Milbauer, Lucas Spivey, Kelann Stirling, Jared Bryant, Mitch McClellan, Brandon Elliott, Charles Martin, David Wheat, William Dong, Scott Price, Jake Ebers and Michael Thorpe of Kirkland & Ellis LLP and Morris, Nichols, Arsht & Tunnell LLP acted legal advisors for ArcLight Capital Partners, LLC. Tull R. Florey and Hillary Holmes of Gibson, Dunn & Crutcher LLP acted as legal advisor for American Midstream Partners. Evercore Group L.L.C. acted as financial advisor and Jeremiah Mayfield of Thompson & Knight LLP acted as legal advisor of the conflicts committee of American Midstream Partners. American Midstream Partners has agreed to pay Evercore a fee of $1.125 million upon rendering its opinion and a transaction fee of $875,000 upon consummation of the merger. Evercore also received a fee of $0.25 milliom upon execution of its engagement letter with American Midstream and the Conflicts Committee. ArcLight has agreed to pay BofA Merrill Lynch for its services a fee of $4 million, all of which is contingent upon consummation of the Merger. Evercore Group L.L.C. acted as the fairness opinion provider to American Midstream. ArcLight Energy Partners Fund V, L.P., a fund managed by ArcLight Capital Partners, LLC completed the acquisition of the remaining stake in American Midstream Partners, LP (NYSE:AMID) on July 23, 2019. As a result of the Merger, the Partnership's common units will no longer be publicly traded on the New York Stock Exchange and will be deregistered under the Securities Exchange Act of 1934. As of October 18, 2019, Glancy Prongay & Murray LLP announced an investigation on behalf of Third Coast Midstream investors concerning Third Coast and its officers' possible violations of federal securities laws.