SEC Form 4 · accession 0001209191-15-021384
AZURE MIDSTREAM PARTNERS, LP · AZUR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Marlin IDR Holdings, LLC
10% Owner
NuDevco Midstream Development, LLC
10% Owner
NuDevco Partners Holdings, LLC
10% Owner
NuDevco Partners, LLC
10% Owner
W Keith Maxwell III
Director · 10% Owner
Period of report
Feb 27, 2015
Accepted (ET)
Mar 3, 2015 · 5:02 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001575599
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Call Option - Common Units (obligation to sell)F3,F4,F1,F2 | $17.88 | Feb 27, 2015 | S | 1 | D | Feb 27, 2015 | Feb 27, 2017 | Common Units representing limited partner interests | 387,935 | 1 | I |
| Call Option - Subordinated Units (obligation to sell)F3,F4,F5,F1,F2 | $17.88 | Feb 27, 2015 | S | 1 | D | Feb 27, 2015 | Feb 27, 2017 | Subordinated Units (Limited Partner Interests) | 1,744,909 | 1 | I |
Explanation of responses
- F1This Form 4 is filed jointly by W. Keith Maxwell III, NuDevco Partners, LLC ("NuDevco Partners"), NuDevco Partners Holdings, LLC ("NuDevco Holdings"), NuDevco Midstream Development, LLC ("NuDevco"), and Marlin IDR Holdings, LLC ("Marlin IDR Holdings") in connection with the entry by NuDevco into that certain option agreement, dated as of February 27, 2015, by and between Azure Midstream Energy LLC ("Azure") and NuDevco (the "Option "Agreement").
- F2Mr. Maxwell is the sole member of NuDevco Partners. NuDevco Partners is the sole member of NuDevco Holdings. NuDevco Holdings is the sole member of NuDevco. NuDevco is the sole member of Marlin IDR Holdings. Accordingly, NuDevco Partners, NuDevco Holdings, NuDevco and Marlin IDR Holdings are direct and indirect wholly owned subsidiaries of Mr. Maxwell, and Mr. Maxwell, NuDevco Partners and NuDevco Holdings may be deemed to indirectly own the securities of the Issuer directly held by NuDevco, but each disclaims beneficial ownership except to the extent of his or its pecuniary interest therein.
- F3The Option Agreement was entered into in connection with that certain transaction agreement, dated as of January 14, 2015, by and among Azure, the Issuer, Marlin Midstream GP, LLC (the "General Partner"), Marlin IDR Holdings and NuDevco (the "Transaction Agreement"). Pursuant to the Transaction Agreement, (a) the Issuer amended and restated its partnership agreement (the "Partnership Agreement") to reflect the unitization of all of the Issuer's incentive distribution rights (as unitized, the "IDR Units") and recapitalized the incentive distribution rights owned by Marlin IDR Holdings, LLC into 100 IDR Units; (b) the Issuer redeemed 90 IDR Units held by Marlin IDR Holdings, LLC in exchange for a payment by the Issuer of $63 million to Marlin IDR Holdings, LLC; (continued in Footnote 4)
- F4(c) Azure contributed the Legacy gathering system to the Issuer in exchange for aggregate consideration of $162.5 million, which was paid to Azure in the form of $99.5 million in cash and by the issuance of 90 IDR Units; and (d) Azure purchased from NuDevco all of the outstanding limited liability interests in the General Partner and an option to acquire up 387,935 Common Units and 1,744,909 Subordinated Units of the Issuer held by NuDevco as of the execution date of the Transaction Agreement in exchange for the payment of $7 million in cash to NuDevco.
- F5Pursuant to the Option Agreement, NuDevco is obligated to sell to Azure up to 1,744,909 Subordinated Units. Each Subordinated Unit will convert into one Common Unit at the end of the Subordination Period (as defined in the Partnership Agreement).