Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
FISH > SEC Filings for FISH > Form 8-K on 5-Aug-2013All Recent SEC Filings

Show all filings for MARLIN MIDSTREAM PARTNERS, LP | Request a Trial to NEW EDGAR Online Pro

Form 8-K for MARLIN MIDSTREAM PARTNERS, LP


5-Aug-2013

Entry into a Material Definitive Agreement, Completion of Acquisiti


Item 1.01 Entry into a Material Definitive Agreement.

On July 31, 2013, Marlin Midstream Partners, LP (the "Partnership"), completed its initial public offering (the "Offering") of 6,875,000 common units representing limited partner interests in the Partnership ("Common Units") at $20.00 per Common Unit pursuant to a Registration Statement on Form S-1, as amended (File No. 333-189645), initially filed by the Partnership with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), on June 27, 2013. The material provisions of the Offering are described in the prospectus, dated July 25, 2013, filed with the Commission on July 29, 2013, pursuant to Rule 424(b) under the Securities Act (the "Prospectus").

Contribution, Conveyance and Assumption Agreement

The description of the Contribution Agreement (as defined below) provided below under Item 2.01 is incorporated in this Item 1.01 by reference. A copy of the Contribution Agreement is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Omnibus Agreement

On July 31, 2013, in connection with the closing of the Offering, the Partnership entered into an Omnibus Agreement (the "Omnibus Agreement") with its general partner, Marlin Midstream GP, LLC (the "General Partner"), NuDevco Partners, LLC ("NuDevco"), NuDevco Holdings, LLC, a wholly owned subsidiary of NuDevco ("Holdings"), and NuDevco Midstream Development, LLC ("NuDevco Midstream"), a wholly owned subsidiary of Holdings, that addresses the following matters:

• the Partnership's payment of an annual executive management fee, initially in the amount of $560,000 (payable in monthly installments), for the provision of certain services by executives of NuDevco and its affiliates;

• the Partnership's obligation to reimburse NuDevco and its affiliates for costs and expenses incurred by NuDevco and its affiliates in providing general and administrative services on the Partnership's behalf, including the salaries of and the cost of benefits relating to employees of NuDevco and its affiliates to the extent such employees perform services for the Partnership's benefit (which reimbursement is in addition to certain expenses of the General Partner and its affiliates that are reimbursed under the Partnership's partnership agreement);

• the Partnership's right of first offer to acquire certain midstream energy assets of NuDevco Midstream Development, including transloaders, storage tanks, railcars, tanker trucks and gas processing and treating assets during the five-year period ending July 31, 2018; and

• an indemnity by NuDevco for certain environmental and other liabilities, and the Partnership's obligation to indemnify NuDevco and its subsidiaries for events and conditions associated with the operation of the Partnership's assets that occur after the closing of the Offering and for environmental liabilities related to the Partnership's assets to the extent NuDevco is not required to indemnify them.

- 2 -


So long as NuDevco controls the General Partner, the Omnibus Agreement will remain in full force and effect. If NuDevco ceases to control the General Partner, either party may terminate the Omnibus Agreement, provided that the indemnification obligations will remain in full force and effect in accordance with their terms.

The foregoing description is not complete and is qualified in its entirety by reference to the Omnibus Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

AES Gas Gathering Agreement

On July 31, 2013, in connection with the closing of the Offering, Marlin Midstream, LLC, a wholly owned subsidiary of the Partnership ("Marlin Midstream"), entered into a three-year fee-based gas gathering and processing agreement (the "AES Gas Gathering Agreement") with Associated Energy Services, LP ("AES"), pursuant to which AES will pay Marlin Midstream a fixed fee per Mcf for gathering, treating, compression and processing services and a per gallon fixed fee for natural gas liquid ("NGL") transportation services, subject to an annual inflation adjustment.

The AES Gas Gathering Agreement will provide for a minimum volume commitment of 80 MMcf/d that, at the option of AES and subject to the availability of capacity at the Partnership's facilities in Panola County, Texas, may be increased to 100 MMcf/d. To the extent that AES does not satisfy the minimum volume commitment on a monthly basis, AES is required to pay Marlin Midstream a fixed fee per Mcf for any shortfall. With respect to any shortfall payments made by AES, AES is entitled to a credit that may be applied during the same calendar quarter against any volumes delivered to Marlin Midstream in excess of its minimum volume commitment during any month during such calendar quarter. Unless AES is entitled to such credit, AES will be required to pay Marlin Midstream a fixed fee per Mcf for any volumes that it delivers to Marlin Midstream in excess of its minimum volume commitment.

Following the primary term, which will expire July 31, 2016, the AES Gas Gathering Agreement will renew on a year-to-year basis unless either party provides the other with at least 180 days prior written notice of its intent to terminate the agreement.

The foregoing description is not complete and is qualified in its entirety by reference to the AES Gas Gathering Agreement, which is filed as Exhibit 10.3 to this Current Report on Form 8-K and incorporated herein by reference.

Big Horn Transloading Services Agreement

On July 31, 2013, in connection with the closing of the Offering, Marlin Logistics, LLC, a wholly owned subsidiary of the Partnership ("Marlin Logistics"), entered into a skid transloading services agreement (the "Big Horn Transloading Services Agreement") with AES pursuant to which AES will pay Marlin Logistics a fixed fee per barrel for transloading services, subject to a minimum volume commitment of 7,600 Bbls/d at the Partnership's facility located in Big Horn County, Wyoming (the "Big Horn Facility"). To the extent that AES does not satisfy the minimum volume commitment on a monthly basis, AES is required to pay Marlin Logistics a fixed fee per barrel for any shortfall. With respect to any shortfall payments made by AES to Marlin Logistics, AES is entitled to a credit that may be applied during the same calendar quarter against any volumes delivered to Marlin Logistics in excess of its minimum volume commitment

- 3 -


. . .


Item 2.01 Completion of Acquisition or Disposition of Assets.

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. Immediately prior to the closing of the Offering, the following transactions, among others, occurred pursuant to the Contribution Agreement:

• NuDevco Midstream Development contributed to the General Partner, as a capital contribution, a limited liability company interest in Marlin Midstream with a value equal to 2% of the equity value of the Partnership at the closing of the Offering;

• The General Partner contributed to the Partnership, as a capital contribution, the limited liability company interest in Marlin Midstream in exchange for (a) 356,104 general partner units representing the continuation of an aggregate 2% general partner interest in the Partnership and (b) all the incentive distribution rights of the Partnership (the "IDRs");

• The General Partner distributed all of the IDRs to NuDevco Midstream Development, which then contributed such IDRs to Marlin IDR as a capital contribution; and

• NuDevco Midstream Development contributed to the Partnership, as a capital contribution, its remaining limited liability company interests in Marlin Midstream in exchange for (a) 1,849,545 Common Units representing a 10.4% limited partner interest in the Partnership, and (b) 8,724,545 Subordinated Units representing a 49.0% limited partner interest in the Partnership.

These transfers and distributions were made in a series of steps outlined in the Contribution Agreement. The foregoing description is not complete and is qualified in its entirety by reference to the full text of the Contribution Agreement, which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.



Item 3.02 Unregistered Sales of Equity Securities.

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. The foregoing transactions were undertaken in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(2) thereof. The Partnership believes that exemptions other than the foregoing exemption may exist for these transactions.

Each of the Subordinated Units granted under the Contribution Agreement will convert into one Common Unit at the end of the subordination period and then will participate pro rata with the other Common Units in distributions of available cash. Unless earlier terminated pursuant to the terms of our Partnership Agreement (as defined below), the subordination period will extend until the first business day of any quarter beginning after September 30, 2016, that

- 7 -


the Partnership meets the financial tests set forth in the Partnership Agreement, but may end sooner if the Partnership meets additional financial tests. The description of the subordination period contained in the section entitled "Provisions of Our Partnership Agreement Relating to Cash Distributions-Subordinated Units and Subordination Period" of the Prospectus is incorporated herein by reference.



Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit
  No.                                       Description

10.1       -   Contribution, Conveyance and Assumption Agreement dated as of July
               31, 2013, by and among Marlin Midstream Partners, LP, Marlin
               Midstream GP, LLC, NuDevco Partners, LLC, NuDevco Partners Holdings,
               LLC, NuDevco Midstream Development, LLC, Marlin IDR Holdings, LLC,
               Marlin Midstream, LLC, Marlin Logistics, LLC, Spark Energy Ventures,
               LLC and W. Keith Maxwell III

10.2       -   Omnibus Agreement dated as of July 31, 2013, by and among Marlin
               Midstream Partners, LP, Marlin Midstream GP, LLC, NuDevco Partners,
               LLC, NuDevco Partners Holdings, LLC and NuDevco Midstream
               Development, LLC

10.3†      -   Gas Gathering and Processing Agreement dated as of July 31, 2013, by
               and among Marlin Midstream, LLC and Associated Energy Services, LP

10.4†      -   Transloading Services Agreement dated as of July 31, 2013, by and
               among Marlin Logistics, LLC and Associated Energy Services, LP

10.5†      -   Transloading Services Agreement dated as of July 31, 2013, by and
               among Marlin Logistics, LLC and Associated Energy Services, LP

10.6†      -   Transloading Services Agreement dated as of July 31, 2013, by and
               among Marlin Logistics, LLC and Associated Energy Services, LP

10.7       -   Credit Agreement dated as of July 31, 2013, by and among Marlin
               Midstream Partners, LP, Marlin Midstream, LLC and Marlin Logistics,
               LLC, as co-borrowers, Soci้t้ G้n้rale, as administrative agent, and
               SG Americas Securities, LLC, as sole lead arranger and sole
               bookrunner

† Confidential treatment has been granted for certain portions of this Exhibit pursuant to a confidential treatment order granted by the Securities and Exchange Commission. Such portions have been omitted and filed separately with the Securities and Exchange Commission.

- 8 -


  Add FISH to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for FISH - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2014 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.