Item 1.03 Bankruptcy or Receivership.
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 Partnerships 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). The Partnerships Chapter 11 Case is being administered under the caption In re Azure Midstream Partners, LP, et al. (Case No. 17-30461). The Debtors have filed a motion with the Court seeking to administer all of the Debtors Chapter 11 Cases jointly under the caption In re Azure Midstream Partners, LP, et al.
No trustee has been appointed, and the Debtors will continue to operate their businesses as debtors in possession under the jurisdiction of the Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Court. The Partnership expects to continue its operations without interruption during the pendency of the Chapter 11 Cases. To assure ordinary course operations, the Partnership is seeking approval from the Court for a variety of first day motions seeking various relief and authorizing the Debtors to maintain their operations in the ordinary course. Court filings and other information related to the Chapter 11 Cases are available at a website administered by the Partnerships claims agent, Kurtzman Carson Consultants, at http://kccllc.net/azuremlp.
The subsidiary Debtors in the Chapter 11 Cases are Marlin Logistics, LLC; Marlin Midstream Finance Corporation; Marlin Midstream, LLC; Azure ETG, LLC; Murvaul Gas Gathering, LLC; Marlin G & P I, LLC; Turkey Creek Pipeline, LLC; Azure TGG, LLC; Azure Holdings GP, LLC; and Talco Midstream Assets, Ltd.
Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
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).
· Credit Agreement, dated as of February 27, 2015, as amended, by and among the Partnership, as borrower, the lenders party thereto and Wells Fargo Bank, National Association, as administrative agent.
The Debt Instruments provide that as a result of the commencement of the Chapter 11 Cases, the principal and accrued interest due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the Debt Instruments are automatically stayed as a result of the filing of the Bankruptcy Petitions, and the holders rights of enforcement in respect of the Debt Instruments are subject to the applicable provisions of the Bankruptcy Code.
Item 7.01. Regulation FD Disclosure.
On January 30, 2017, the Partnership issued a press release announcing the filing of the Chapter 11 Cases, as described in Item 1.03. A copy of the press release is being furnished as Exhibit 99.1 and is incorporated into this Item 7.01 by reference.
The information furnished pursuant to Item 7.01, including Exhibit 99.1, shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, is not subject to the liabilities of that section and is not deemed incorporated by reference in any filing of the Partnerships under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.
Item 8.01. Other Events.
The Partnership cautions that trading in the Partnerships securities during the pendency of the anticipated Chapter 11 proceedings is highly speculative and poses substantial risks. Trading prices for the Partnerships securities may bear little or no relationship to the actual recovery, if any, by holders of the Partnerships securities in the Chapter 11 Cases.
Cautionary Note Regarding Forward-Looking Statements.
This Current Report on Form 8-K includes forward-looking statements. All statements, other than statements of historical facts, included in this Current Report on Form 8-K that address activities, events or developments that the Partnership expects, believes or anticipates will or may occur in the future are forward-looking statements. Terminology such as will, would, should, could, expect, anticipate, plan, project, intend, estimate, believe, target, continue, potential, the negative of such terms or other comparable terminology are intended to identify forward-looking statements.