AZURE MIDSTREAM PARTNERS, LP Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2017-03-31: Form 8-K; Period of report 2017-03-31; Description 8.01 Other Events; Details 8.01.
- 2017-03-21: Form 8-K; Period of report 2017-03-21; Description 7.01 Regulation FD Disclosure; Details 7.01.
- 2017-03-21: Form 8-K; Period of report 2017-03-20; Description 1.03 Bankruptcy or Receivership; 3.03 Material Modification to Rights of Security Holders; Details 1.03.
- 2017-03-21: Form 8-K; Period of report 2017-03-15; Description 1.01 Entry into a Material Definitive Agreement; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2017-03-31 | 8-K | 2017-03-31 | 8.01 Other Events | 8.01 Azure Midstream Partners, LP (the “Partnership”) intends to file a Form 15 today with the U.S. Securities and Exchange Commission (the “SEC”) to terminate the registration of its Common Units representing limited partner interests and to suspend its duty to file reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). | a17-9871_68k.htm |
| 2017-03-21 | 8-K | 2017-03-21 | 7.01 Regulation FD Disclosure | 7.01 As previously disclosed, on January 30, 2017, Azure Midstream Partners GP, LLC (the “General Partner”), the general partner of Azure Midstream Partners, LP (the “Partnership”), the Partnership and the Partnership’s direct and indirect subsidiaries (collectively with the General Partner and the Partnership, the “Debtors”) filed voluntary petitions under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Court”). | a17-8625_28k.htm |
| 2017-03-21 | 8-K | 2017-03-20 | 1.03 Bankruptcy or Receivership; 3.03 Material Modification to Rights of Security Holders | 1.03 As previously disclosed, on January 30, 2017, Azure Midstream Partners GP, LLC (the “General Partner”), the general partner of Azure Midstream Partners, LP (the “Partnership”), the Partnership and the Partnership’s direct and indirect subsidiaries (collectively with the General Partner and the Partnership, the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions,” and the cases commenced thereby, the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Court”). 3.03 The information set forth under Item 1.03 is hereby incorporated by reference herein. | a17-8625_38k.htm |
| 2017-03-21 | 8-K | 2017-03-15 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a17-8625_18k.htm |
| 2017-02-15 | 8-K | 2017-02-10 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a17-4550_18k.htm |
| 2017-01-31 | 8-K | 2017-01-30 | 1.03 Bankruptcy or Receivership; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.03 On January 30, 2017, Azure Midstream Partners GP, LLC (the “General Partner”), the general partner of Azure Midstream Partners, LP (the “Partnership”), the Partnership and the Partnership’s direct and indirect subsidiaries (collectively with the General Partner and the Partnership, the “Debtors”) filed voluntary petitions (the “Bankruptcy Petitions,” and the cases commenced thereby, the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Court”). 2.04 The commencement of the Chapter 11 Cases constitutes an event of default that accelerated the Debtors’ obligations under the following debt instruments (the “Debt Instruments”). 7.01 On January 30, 2017, the Partnership issued a press release announcing the filing of the Chapter 11 Cases, as described in Item 1.03. 8.01 The Partnership cautions that trading in the Partnership’s securities during the pendency of the anticipated Chapter 11 proceedings is highly speculative and poses substantial risks. | a17-3539_18k.htm |
| 2017-01-20 | 8-K | 2017-01-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 16, 2016, the Board of Directors (the “Board”) of Azure Midstream Partners GP, LLC, a Delaware limited liability company (the “General Partner”), acting upon the recommendation of the Board’s Compensation Committee and Conflicts Committee, adopted a Key Employee Retention Bonus plan (the “Retention Bonus Plan”) on behalf of Azure Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), that will include the participation of Azure Midstream Energy LLC, a Delaware limited liability company and affiliate of the General Partner (“AME”). | a17-2705_28k.htm |
| 2017-01-18 | 8-K | 2017-01-13 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a17-2705_18k.htm |
| 2016-12-20 | 8-K | 2016-12-16 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a16-23441_18k.htm |
| 2016-12-05 | 8-K | 2016-11-30 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a16-22561_18k.htm |
| 2016-09-29 | 8-K | 2016-09-27 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a16-19175_18k.htm |
| 2016-09-27 | 8-K | 2016-09-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On September 21, 2016, the Compensation Committee of Azure Midstream Partners GP, LLC (the “General Partner”) on behalf of the Partnership adopted a Partnership Incentive and Retention Bonus Program (the “Retention Program”). | a16-19087_18k.htm |
| 2016-08-17 | 8-K | 2016-08-12 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a16-16866_18k.htm |
| 2016-07-01 | 8-K | 2016-07-01 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 1.01 Entry into a Material Definitive Agreement. 5.02 On July 1, 2016, Azure Midstream Partners GP, LLC (the “General Partner”) on behalf of the Partnership, entered into a Retention of Services Agreement with its CEO I.J. “Chip” Berthelot, II. | a16-14366_18k.htm |
| 2016-06-08 | 8-K | 2016-06-06 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 3.01 On June 6, 2016, the Partnership was formally notified by the New York Stock Exchange (“NYSE”) that the NYSE had determined to commence proceedings to delist the Partnership’s common units from the NYSE. | a16-13036_18k.htm |
| 2016-04-05 | 8-K | 2016-03-30 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 1.02 The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.03 On March 30, 2016 the Partnership’s general partner adopted the Second Amendment (“Second Amendment”) to the Partnership’s Second Amended and Restated Agreement of Limited Partnership. | a16-7957_18k.htm |
| 2016-02-23 | 8-K | 2016-02-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 19, 2016, W. Keith Maxwell III resigned from the board of directors of Azure Midstream Partners GP, LLC the Partnership’s general partner. | a16-5052_18k.htm |
| 2015-11-13 | 8-K | 2015-11-12 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 12, 2015, Eric Kalamaras resigned as Chief Financial Officer of Azure Midstream Partners GP, LLC (the “Company”), the Partnership’s general partner. | form8-k20151112docover.htm |
| 2015-11-05 | 8-K | 2015-11-05 | 2.02 Results of Operations and Financial Condition | 2.02 On November 5, 2015, Azure Midstream Partners, LP (the "Partnership") issued a press release announcing the Partnership's financial results for the third quarter of 2015. | form8-k2015930earningsrele.htm |
| 2015-10-30 | 8-K | 2015-10-26 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 Entry into a Material Definitive Agreement. 2.03 The information provided in Item 1.01 of this Current Report on Form 8-K related to the Amendment is incorporated by reference into this Item 2.03. | d29633d8k.htm |
| 2015-10-06 | 8-K/A | 2015-08-06 | 8.01 Other Events | 8.01 As described in the Original Report and above, on August 6, 2015, the Partnership entered into the Contribution Agreement related to the acquisition of the ETG System with AME. | amp8kaetgdrop2015.htm |
| 2015-08-12 | 8-K | 2015-08-06 | 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities | 2.01 On August 6, 2015, Azure Midstream Partners, LP, a Delaware limited partnership (the “Partnership”), entered into a contribution agreement (the “Contribution Agreement”) with Azure Midstream Energy LLC, a Delaware limited liability company (“AME”), which is the sole member of Azure Midstream Partners GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “General Partner”). 3.02 In connection with the execution of the Contribution Agreement, the Partnership, on August 6, 2015, issued 255,319 Common Units to AME in a private transaction exempt from registration under Section 4(a)(2) of the Securities Act. | d78489d8k.htm |
| 2015-08-06 | 8-K | 2015-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 16 2015, Azure Midstream Partners, LP (the "Partnership") issued a press release announcing the Partnership's financial results for the second quarter of 2015. | form8-k2015630q2earningsre.htm |
| 2015-07-28 | 8-K | 2015-07-27 | 7.01 Regulation FD Disclosure | 7.01 On July 27, 2015, Azure Midstream Partners, LP issued a press release announcing the declaration of a quarterly cash distribution. | a8-kq22015distributionanno.htm |
| 2015-06-23 | 8-K | 2015-06-17 | 1.01 Entry into a Material Definitive Agreement; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 7.01 On June 17, 2015, the Partnership issued a press release announcing the pricing of the Offering. | d943971d8k.htm |
| 2015-05-21 | 8-K | 2015-05-21 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 5.03 Effective May 19, 2015, Marlin Midstream GP, LLC (the “General Partner”) changed its name from Marlin Midstream GP, LLC to Azure Midstream Partners GP, LLC (the “General Partner Name Change”). 8.01 On May 20, 2015, the Partnership issued a press release announcing the Name Changes and that it had submitted written notice to NASDAQ Global Market ("NASDAQ") to voluntarily delist its common units and has applied to list its common units on the New York Stock Exchange ("NYSE"). | form8-kmarlinnamechangeand.htm |
| 2015-05-11 | 8-K | 2015-05-11 | 2.02 Results of Operations and Financial Condition | 2.02 On May 11, 2015, Marlin Midstream Partners, LP (the "Partnership") issued a press release announcing the Partnership's financial results for the first quarter of 2015. | fish2015331form8-kq12015ea.htm |
| 2015-05-08 | 8-K | 2015-05-08 | 7.01 Regulation FD Disclosure | 7.01 On May 8, 2015, Marlin Midstream Partners, LP issued a press release announcing the declaration of a quarterly cash distribution. | a8-kq12015distributionanno.htm |
| 2015-04-06 | 8-K/A | 2015-02-27 | 8.01 Other Events | 8.01 In connection with the closing of the Transactions, the Legacy System has been deemed to be the accounting acquirer of the Partnership and therefore the Legacy System will become the predecessor of the Partnership for financial reporting purposes. | marlinmidstreampartnerslp8.htm |
| 2015-03-11 | 8-K | 2015-03-10 | 2.02 Results of Operations and Financial Condition | 2.02 On March 10, 2015, Marlin Midstream Partners, LP (the "Partnership") issued a press release announcing the Partnership's financial results for the fourth quarter and year-end of 2014. | a8-kforyearxendearningsrel.htm |
| 2015-03-05 | 8-K | 2015-02-27 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 1.02 On the Closing Date, in connection with the Closing, the Partnership and the other parties thereto terminated that certain Omnibus Agreement, dated July 31, 2013 (the “Existing Omnibus Agreement”), by and between NuDevco Partners, LLC, a Texas limited liability company (“NuDevco Partners”), NuDevco Partners Holdings, LLC, a Texas limited liability company (“Holdings”), NuDevco (together with NuDevco Partners and Holdings, the “NuDevco Parties”), the General Partner and the Partnership (together with the General Partner, the “Partnership Parties”). 2.01 The information set forth under “Introductory Note” and Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. 3.02 The information set forth under Item 3.02 of the Current Report on Form 8-K filed with the SEC on January 20, 2015 with respect to the issuance and sale by the Partnership of the IDR Units to Azure is incorporated herein by reference. 5.01 Following the consummation of the Transactions, Azure controls the Partnership through its acquisition of all of the equity interests in the General Partner from NuDevco. 5.02 On February 27, 2015, simultaneously with the Closing, and in connection with the consummation of the Transactions, each of Amanda Bush, David C. Baggett, Nick W. Evans, Jr., Charles W. Jenness and Terry D. Jones resigned from the Board of Directors of the General Partner (the “Board”). 5.03 On February 27, 2015, effective as of the Closing, the Board amended and restated its limited partnership agreement by adopting the Second Amended and Restated Agreement of Limited Partnership of Marlin (the “Partnership Agreement”). 7.01 On February 27, 2015, the Partnership issued a press release announcing the Closing of the Transactions, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference. | d884067d8k.htm |
| 2015-02-06 | 8-K | 2015-02-05 | 7.01 Regulation FD Disclosure | 7.01 On February 5, 2015, Marlin Midstream Partners, LP issued a press release announcing that Azure Midstream Energy, LLC ("Azure") has received the approval from Azure's lenders for the transactions previously announced by the Partnership on January 15, 2015. | a8-ktermloanandcreditfacil.htm |
| 2015-01-28 | 8-K | 2015-01-23 | 7.01 Regulation FD Disclosure | 7.01 On January 23, 2015, Marlin Midstream Partners, LP issued a press release announcing the declaration of a quarterly cash distribution. | a8-k4q2014distributionanno.htm |
| 2015-01-20 | 8-K | 2015-01-14 | 1.01 Entry into a Material Definitive Agreement; 3.02 Unregistered Sales of Equity Securities; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 3.02 The information set forth under Item 1.01 of this Current Report on Form 8-K with respect to the issuance and sale by the Partnership of the IDR Units to Azure is incorporated herein by reference. 7.01 On January 15, 2015, the Partnership and Azure issued a joint press release relating to Transactions, which is attached hereto as Exhibit 99.1. | a8-kazuretransaction.htm |
| 2014-10-30 | 8-K | 2014-10-29 | 2.02 Results of Operations and Financial Condition | 2.02 On October 29, 2014, Marlin Midstream Partners, LP (the "Partnership") issued a press release announcing the Partnership's financial results for the third quarter of 2014. | a8-k3q2014earningsannounce.htm |
| 2014-08-28 | 8-K | 2014-08-28 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a8-k3qx2014gpagreementamen.htm |
| 2014-08-07 | 8-K | 2014-08-07 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | a8-k3qx2014dropdownguaranty.htm |
| 2014-07-31 | 8-K | 2014-07-31 | 2.02 Results of Operations and Financial Condition | 2.02 On July 30, 2014, Marlin Midstream Partners, LP (the "Partnership") issued a press release announcing second quarter 2014 earnings (the "Press Release"). | a8-k2q2014earningsannounce.htm |
| 2014-07-18 | 8-K | 2014-07-18 | 7.01 Regulation FD Disclosure | 7.01 On July 17, 2014, Marlin Midstream Partners, LP issued a press release announcing the declaration of a quarterly cash distribution. | a8-k2q2014distributionanno.htm |
| 2014-05-07 | 8-K | 2014-05-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 7, 2014, Marlin Midstream Partners, LP (the “Partnership”) issued a press release announcing the appointment of Amanda Bush to the Board of Directors of Marlin Midstream GP, LLC, the general partner of the Partnership (the “General Partner”), effective May 15, 2014 (the “Press Release”). | a8kmbushbodannouncement.htm |
| 2014-05-01 | 8-K | 2014-04-30 | 2.02 Results of Operations and Financial Condition | 2.02 On April 30, 2014, Marlin Midstream Partners, LP (the "Partnership") issued a press release announcing first quarter 2014 earnings (the "Press Release"). | a8-k1q14earningspressrelea.htm |
| 2014-04-21 | 8-K | 2014-04-21 | 7.01 Regulation FD Disclosure | 7.01 On April 21, 2014, Marlin Midstream Partners, LP issued a press release announcing the declaration of a quarterly cash distribution. | a8-k1q14distributionpressr.htm |
| 2013-09-05 | 8-K | 2013-09-04 | 2.02 Results of Operations and Financial Condition | 2.02 On September 4, 2013, Marlin Midstream Partners, LP (the “Partnership”) issued a press release announcing second quarter 2013 earnings (the “Press Release”). | d594385d8k.htm |
| 2013-08-15 | 8-K | 2013-08-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 Effective August 15, 2013, Nick W. Evans, Jr., Charles W. Jenness and James Lytal became members of the Board of Directors of our General Partner (the “Board”). | d584947d8k.htm |
| 2013-08-05 | 8-K | 2013-07-31 | 1.01 Entry into a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 3.02 Unregistered Sales of Equity Securities | 1.01 Entry into a Material Definitive Agreement. 2.01 On July 31, 2013, in connection with the closing of the Offering, the Partnership entered into a Contribution, Conveyance and Assumption Agreement (the “Contribution Agreement”) with the General Partner, NuDevco, NuDevco Holdings, NuDevco Midstream Development, Marlin IDR Holdings, LLC (“Marlin IDR”), Marlin Midstream, Marlin Logistics, W. Keith Maxwell III and Spark Energy Ventures, LLC. 3.02 The description in Item 2.01 above of the issuance of equity interests by the Partnership on July 31, 2013, in connection with the consummation of the transactions contemplated by the Contribution Agreement is incorporated in this Item 3.02 by reference. | d580725d8k.htm |
| 2013-07-31 | 8-K | 2013-07-25 | 1.01 Entry into a Material Definitive Agreement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 1.01 Entry into a Material Definitive Agreement. 5.02 The description of the 2013 LTIP provided above under Item 1.01 is incorporated in this Item 5.02 by reference. 5.03 On July 31, 2013, in connection with the closing of the Offering, the Agreement of Limited Partnership was amended and restated by the First Amended and Restated Agreement of Limited Partnership of Marlin Midstream Partners, LP (as amended and restated, the “Partnership Agreement”). | d575078d8k.htm |