Grundläggande statistik
| CIK | 1575599 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Azure Midstream Partners, LP
SEC Filings (Chronological Order)
Denna sida innehåller en komplett, kronologisk lista över SEC-arkiveringar, exklusive ägande-arkiveringar som vi tillhandahåller på andra ställen.
| March 31, 2017 |
Azure Midstream Partners, LP 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Numbers: 001-36018; 333-190300; 333-203451 AZURE MIDSTREAM PARTNERS, LP (Exact name |
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| March 31, 2017 |
Azure Midstream Partners, LP 15-12B UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Numbers: 001-36018; 333-190300; 333-203451 AZURE MIDSTREAM PARTNERS, LP (Exact name |
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| March 31, 2017 |
Azure Midstream Partners, LP 15-15D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Numbers: 001-36018; 333-190300; 333-203451 AZURE MIDSTREAM PARTNERS, LP (Exact name |
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| March 31, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 31, 2017 Azure Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other Jurisdiction of Incorporation or Organ |
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| March 31, 2017 |
AZUR / Azure Midstream Partners, LP / Wampanoag Capital LLC - SC 13G Passive Investment SC 13G 1 d365678dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Azure Midstream Partners, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 05501X100 (CUSIP Number) March 22, 2017 (Date of Event Which Requires Filing of this Stateme |
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| March 30, 2017 |
Azure Midstream Partners, LP S-8 POS As filed with the Securities and Exchange Commission on March 30, 2017 Registration No. |
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| March 27, 2017 |
As filed with the Securities and Exchange Commission on March 27, 2017 POS AM 1 a17-98712posam.htm POS AM As filed with the Securities and Exchange Commission on March 27, 2017 Registration No. 333-203451 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 REGISTRATION STATEMENT NO. 333-203451 Azure Midstream Partners, LP* Marlin Midstream Finance Corporation (Exact name of registrant as specified in its |
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| March 27, 2017 |
AZUR / Azure Midstream Partners, LP / Robins David C. - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 f326170sc13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Azure Midstream Partners, LP (Name of Issuer) Common Units Representing Limited Partneer Interests (Title of Class of Securities) 05501X100 (CUSIP Number) March 21, 2017 (Date of Event Which Requires Filing |
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| March 21, 2017 |
UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION Exhibit 99.1 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION CASE NAME: AZURE MIDSTREAM PARTNERS, LP, et. al. PETITION DATE: 1/30/2017 CASE NUMBER: 17-30461 MONTHLY OPERATING REPORT SUMMARY FOR MONTH To Date MONTH Jan-30-Feb-28 March April May June From Petition Date REVENUES (MOR-6) $ 3,199,478.14 $ ? $ ? $ ? $ ? $ 3,199,478.14 INCOME BEFORE INT; DEPREC./TAX (MOR-6) $ ( |
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| March 21, 2017 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 21, 2017 Azure Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other Jurisdiction of Incorporation or Organ |
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| March 21, 2017 |
IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION Exhibit 2.2 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 11 § AZURE MIDSTREAM § Case No. 17-30461 (DRJ) PARTNERS, LP, et al., § § Jointly Administered § Debtors.1 § § DISCLOSURE STATEMENT FOR DEBTORS JOINT PLAN OF LIQUIDATION THIS IS NOT A SOLICITATION FOR ACCEPTANCE OR REJECTION OF THE PLAN. ACCEPTANCES OR REJECTIONS MAY NOT BE SOLI |
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| March 21, 2017 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 20, 2017 Azure Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other Jurisdiction of Incorporation or Organ |
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| March 21, 2017 |
IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION Exhibit 2.1 IN THE UNITED STATES BANKRUPTCY COURT FOR THE SOUTHERN DISTRICT OF TEXAS HOUSTON DIVISION § In re: § Chapter 11 § AZURE MIDSTREAM § Case No. 17-30461 (DRJ) PARTNERS, LP § Jointly Administered § Debtors.1 § DEBTORS JOINT PLAN OF LIQUIDATION Christopher M. López (24041356) WEIL, GOTSHAL & MANGES LLP 700 Louisiana Street, Suite 1700 Houston, Texas 77002 Telephone: (713) 546-5000 Facsimil |
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| March 21, 2017 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 a17-862518k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 15, 2017 Azure Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other Jurisdiction |
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| March 21, 2017 |
Exhibit 10.1 EXECUTION VERSION PURCHASE AND SALE AGREEMENT dated as of March 10, 2017 by and among Azure Midstream Partners, LP, Azure TGG, LLC, Talco Midstream Assets, Ltd., Azure ETG, LLC, Marlin Midstream, LLC and Turkey Creek Pipeline, LLC, as Sellers, and BTA Gathering LLC, as Buyer, and Enterprise Products Operating LLC, as Guarantor TABLE OF CONTENTS Article I DEFINITIONS AND RULES OF CONST |
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| March 16, 2017 |
AZUR / Azure Midstream Partners, LP / Robins David C. Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Azure Midstream Partners, LP (Name of Issuer) Common Units Representing Limited Partneer Interests (Title of Class of Securities) 05501X100 (CUSIP Number) March 13, 2017 (Date of Event Which Requires Filing of This Statement) Check the appropriate box |
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| February 15, 2017 |
EXHIBIT 10.1 EXECUTION VERSION PURCHASE AND SALE AGREEMENT dated as of February 10, 2017 by and among Azure Midstream Partners, LP, Azure TGG, LLC, Talco Midstream Assets, Ltd., Azure ETG, LLC, Marlin Midstream, LLC and Turkey Creek Pipeline, LLC, as Sellers, and M5 Midstream LLC, as Buyer TABLE OF CONTENTS Article I DEFINITIONS AND RULES OF CONSTRUCTION 2 1.1 Definitions 2 1.2 Rules of Constructi |
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| February 15, 2017 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 10, 2017 Azure Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other Jurisdiction of Incorporation or Or |
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| January 31, 2017 |
AZURE MIDSTREAM PARTNERS, LP VOLUNTARY FILING FOR RELIEF UNDER CHAPTER 11 EX-99.1 2 a17-35391ex99d1.htm EX-99.1 EXHIBIT 99.1 AZURE MIDSTREAM PARTNERS, LP VOLUNTARY FILING FOR RELIEF UNDER CHAPTER 11 Dallas, January 30, 2017 — Azure Midstream Partners, LP (the “Company”) (OTCQB: AZUR) today announced that the Company, along with its affiliates and certain subsidiaries, commenced Chapter 11 cases in the United States Bankruptcy Court for the Southern District of Texas in |
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| January 31, 2017 |
8-K 1 a17-353918k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 30, 2017 Azure Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other Jurisdicti |
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| January 20, 2017 |
8-K 1 a17-270528k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 16, 2017 Azure Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other Jurisdicti |
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| January 20, 2017 |
[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK] EX-10.1 2 a17-27052ex10d1.htm EX-10.1 EXHIBIT 10.1 January 15, 2017 «FirstName» «LastName» «Address1» «City», «State» «Zip» Re: Key Employee Retention Bonus Dear «NickName»: In recognition of your continuing key role at Azure Midstream Partners LP (“Azure”) and Azure Midstream Energy LLC (“AME” and together with Azure, the “Companies”), you shall be entitled to a retention bonus upon the terms and |
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| January 20, 2017 |
AZUR / Azure Midstream Partners, LP / Azure Midstream Energy LLC - SC 13D/A Activist Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) Azure Midstream Partners, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 05501X100 (CUSIP Number) Stephen C. Sullivan 12377 Merit Drive, Suite 300 Dallas, Texas 75251 518-587-5995 (Name, Address and |
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| January 20, 2017 |
Azure Midstream Energy LLC 12121 Wickchester Lane, Suite 750 Houston, Texas 77079 Exhibit 99.2 Azure Midstream Energy LLC 12121 Wickchester Lane, Suite 750 Houston, Texas 77079 January 19, 2017 Azure Midstream Partners, LP 12377 Merit Drive, Suite 300 Dallas, Texas 75251 Attention: Board of Directors RE: Relinquishment of Option pursuant to the Option Agreement and Settlement Agreement Ladies and Gentlemen: Reference is made to (i) that certain Option Agreement (the “Option Agr |
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| January 18, 2017 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 a17-270518k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2017 Azure Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other Jurisdicti |
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| January 18, 2017 |
AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENT EXHIBIT 10.1 Execution Version AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENT This Limited Duration Waiver Agreement (this ?Agreement?) dated as of January 13, 2017, but effective upon the date of the satisfaction of the conditions set forth in Section 11 (the ?Effective Date?), by and among Azure Midstream Partners, LP, a Delaware limited partnership (the ?Borrower?), the Lenders |
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| December 20, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 a16-2344118k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 16, 2016 Azure Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other Jurisdic |
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| December 20, 2016 |
AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENT Exhibit 10.1 Execution Version AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENT This Limited Duration Waiver Agreement (this ?Agreement?) dated as of December 16, 2016, but effective upon the date of the satisfaction of the conditions set forth in Section 11 (the ?Effective Date?), by and among Azure Midstream Partners, LP, a Delaware limited partnership (the ?Borrower?), the Lenders |
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| December 2, 2016 |
AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENT EX-10.1 2 a16-225611ex10d1.htm EX-10.1 EXHIBIT 10.1 Execution Version AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENT This Limited Duration Waiver Agreement (this “Agreement”) dated as of November 30, 2016, but effective upon the date of the satisfaction of the conditions set forth in Section 11 (the “Effective Date”), by and among Azure Midstream Partners, LP, a Delaware limited pa |
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| December 2, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 a16-2256118k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 30, 2016 Azure Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other Jurisdic |
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| November 2, 2016 |
Azure Midstream Partners, LP 10-Q (Quarterly Report) azurCurrentFolio10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| November 2, 2016 |
AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENT EXHIBIT 10.1 Execution Copy AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENT This Limited Duration Waiver Agreement (this “Agreement”) dated as of October 28, 2016, but effective upon the date of the satisfaction of the conditions set forth in Section 11 (the “Effective Date”), by and among Azure Midstream Partners, LP, a Delaware limited partnership (the “Borrower”), the Lenders (as |
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| October 6, 2016 |
EX-99.25 2 ruleprovisionnotice.htm NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES New York Stock Exchange LLC ('NYSE' or the 'Exchange') hereby notifies the Securities and Exchange Commission (the 'SEC') of its intention to remove the entire class of Common Units Representing Limited Partner Interests (the 'Common Units') of Azure Midstream Partners, LP (the 'Co |
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| September 29, 2016 |
AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENT Exhibit 10.1 Execution Copy AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENT This Limited Duration Waiver Agreement (this ?Agreement?) dated as of September 27, 2016, but effective upon the date of the satisfaction of the conditions set forth in Section 11 (the ?Effective Date?), by and among Azure Midstream Partners, LP, a Delaware limited partnership (the ?Borrower?), the Lenders ( |
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| September 29, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 a16-1917518k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 27, 2016 Azure Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) De |
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| September 27, 2016 |
8-K 1 a16-1908718k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): September 21, 2016 Azure Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) De |
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| September 27, 2016 |
PARTNERSHIP INCENTIVE AND RETENTION BONUS PROGRAM Exhibit 10.1 PARTNERSHIP INCENTIVE AND RETENTION BONUS PROGRAM Azure Midstream Partners, LP (the ?Partnership?) has adopted this Incentive and Retention Bonus Program (this ?Program?) to reward employees and agents of the Partnership?s general partner who provide services to the Partnership and to provide additional incentive to retain their services. Accordingly, Azure Midstream Partners GP, LLC, |
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| August 16, 2016 |
EXHIBIT 10.1 Execution Copy AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENT AND AMENDMENT NO. 5 TO CREDIT AGREEMENT This Limited Duration Waiver Agreement and Amendment No. 5 to Credit Agreement (this ?Agreement?) dated as of August 12, 2016, but effective upon the date of the satisfaction of the conditions set forth in Section 12 (the ?Effective Date?), by and among Azure Midstream |
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| August 16, 2016 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 12, 2016 Azure Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other Jurisdiction of Incorporation or Orga |
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| August 8, 2016 |
Azure Midstream Partners, LP 10-Q (Quarterly Report) azurCurrentFolio10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| August 8, 2016 |
Exhibit 2.1 ASSET PURCHASE AND SALE AGREEMENT (Carthage Plant and Murvaul Trunkline) between MARLIN MIDSTREAM, LLC, as Seller, and AMP ETX GATHERING, LLC as Buyer Dated as of August 4, 2016 Table Of Contents ARTICLE I 1 1.1 Defined Terms 1 ARTICLE II TRANSFER OF PURCHASED ASSETS AND AGGREGATE CONSIDERATION 12 2.1 Sale of Purchased Assets 12 2.2 Excluded Assets 12 2.3 Consideration 12 2.4 Allocatio |
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| July 1, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2016 Azure Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other Jurisdiction of Incorporation or Organiz |
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| July 1, 2016 |
AZURE MIDSTREAM PARTNERS GP, LLC. July 1, 2016 EX-10.2 3 a16-143661ex10d2.htm EX-10.2 Exhibit 10.2 AZURE MIDSTREAM PARTNERS GP, LLC. July 1, 2016 I.J. “Chip” Berthelot, II 19121 FM 1094 New Ulm, Texas 78950 Re: Retention Agreement Dear Chip: This letter confirms that Azure Midstream Partners GP, LLC (“ Employer”) has agreed to retain your services on behalf of Azure Midstream Partners, LP (the “Partnership”) as President and Chief Executive Of |
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| July 1, 2016 |
Exhibit 10.1 Execution Version AZURE MIDSTREAM PARTNERS, LP LIMITED DURATION WAIVER AGREEMENT AND AMENDMENT NO. 4 TO CREDIT AGREEMENT This Limited Duration Waiver Agreement and Amendment No. 4 to Credit Agreement (this ?Agreement?) dated as of June 30, 2016, but effective upon the date of the satisfaction of the conditions set forth in Section 12 (the ?Effective Date?), by and among Azure Midstrea |
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| June 8, 2016 |
8-K 1 a16-1303618k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 6, 2016 Azure Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware |
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| June 8, 2016 |
Azure Midstream Partners, LP Anticipates Units to Begin Trading on the OTCQB Market Exhibit 99.1 NEWS RELEASE Azure Midstream Partners, LP Anticipates Units to Begin Trading on the OTCQB Market DALLAS, June 6, 2016Azure Midstream Partners, LP (NYSE: AZUR) (Azure, the Partnership), today announced that it was notified by the New York Stock Exchange (the NYSE) that the NYSE has determined to commence proceedings to delist its common units (the Common Units) from the NYSE. |
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| May 9, 2016 |
Azure Midstream Partners, LP 10-Q (Quarterly Report) azurCurrentFolio10Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| April 7, 2016 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Azure Midstream Partners, LP (Name of Issuer) Common Units Representing Limited Partner Interests (Title of Class of Securities) 05501X100 (CUSIP Number) Stephen C. Sullivan 12377 Merit Drive, Suite 300, Dallas, Texas 75251 518-587-5995 (Name, Address and |
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| April 7, 2016 |
EXHIBIT 99.1 Additional Information Regarding Reporting Persons Azure Midstream Holdings, LLC Executive Officers and Directors Name Position Principal Occupation/Business AZUR Common Units Beneficially Owned In Individual Capacity* I. J. “Chip” Berthelot, II President, Chief Executive Officer and Member of Executive Committee President, Chief Executive Officer and Director of Azure Midstream Holdi |
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| April 5, 2016 |
Exhibit 10.1 SETTLEMENT AGREEMENT REGARDING AES CONTRACTS between AZURE MIDSTREAM PARTNERS, LP MARLIN MIDSTREAM, LLC and MARLIN LOGISTICS, LLC, and ASSOCIATED ENERGY SERVICES, LP, NUDEVCO MIDSTREAM DEVELOPMENT, LLC and MARLIN IDR HOLDINGS, LLC Dated Effective as of March 31, 2016 SETTLEMENT AGREEMENT REGARDING AES CONTRACTS Azure Midstream Partners, LP, a Delaware limited partnership (the ?Partner |
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| April 5, 2016 |
Exhibit 3.1 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF AZURE MIDSTREAM PARTNERS, LP This Second Amendment (this ?Amendment?) to Second Amended and Restated Agreement of Limited Partnership of Azure Midstream Partners, LP, dated as of March 30, 2016 (the ?Effective Date?), is entered into by Azure Midstream Partners GP, LLC, a Delaware limited liability comp |
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| April 5, 2016 |
8-K 1 a16-795718k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 30, 2016 Azure Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delawar |
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| March 30, 2016 |
List of Subsidiaries of Azure Midstream Partners, LP as of December 31, 2015 Exhibit 21.1 List of Subsidiaries of Azure Midstream Partners, LP as of December 31, 2015 1. Marlin Midstream, LLC 2. Marlin Logistics, LLC 3. Azure ETG, LLC 4. Marlin Midstream Finance Corporation 5. Murvaul Gas Gathering, LLC 6. Marlin G & P I, LLC 7. Turkey Creek Pipeline, LLC 8. Azure TGG, LLC 9. Azure Holdings GP, LLC 10. Talco Midstream Assets, Ltd. |
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| March 30, 2016 |
AMENDMENT NO. 3 TO CREDIT AGREEMENT AND AMENDMENT NO. 2 TO SECURITY AGREEMENT Exhibit 10.1 EXECUTION COPY AMENDMENT NO. 3 TO CREDIT AGREEMENT AND AMENDMENT NO. 2 TO SECURITY AGREEMENT This AMENDMENT NO. 3 TO CREDIT AGREEMENT AND AMENDMENT NO. 2 TO SECURITY AGREEMENT (this “Agreement”), dated as of March 29, 2016, (the “Effective Date”) is by and among AZURE MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Borrower”), the subsidiaries of the Borrower party hereto |
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| March 30, 2016 |
Exhibit 10.2 SECOND AMENDMENT TO SECOND AMENDED AND RESTATED agreement of limited partnership OF Azure midstream partners, lp This Second Amendment (this "Amendment") to Second Amended and Restated Agreement of Limited Partnership of Azure Midstream Partners, LP, dated as of March 30, 2016 (the "Effective Date"), is entered into by Azure Midstream Partners GP, LLC, a Delaware limited liability com |
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| March 30, 2016 |
Azure Midstream Partners 10-K (Annual Report) azurCurrentFolio10K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 15, 2016 |
Azure Midstream Partners, LP NOTICE OF INABILITY TO TIMELY FILE A FORM 10-K OR 10-KT OMB APPROVAL UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING OMB Number: 3235-0058 Expires: October 31, 2018 Estimated average burden hours per response . . . . . . 2.50 SEC FILE NUMBER 001-36018 CUSIP NUMBER 05501X100 (Check one): x Form 10-K o Form 20-F o Form 11-K o Form 10-Q o Form 10-D o Form N-SAR o Form N-CSR For Period Ended: |
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| February 22, 2016 |
EX-99.1 2 a16-50521ex99d1.htm EX-99.1 Exhibit 99.1 Azure Midstream Partners Announce Resignation of W. Keith Maxwell from Azure Midstream GP, LLC Board of Directors DALLAS, Feb. 22, 2016 — Azure Midstream Partners, LP (NYSE: AZUR) (“Azure”), a leading midstream natural gas gathering and processing company based in Dallas, Texas, today announced that W. Keith Maxwell III tendered his resignation fr |
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| February 22, 2016 |
8-K 1 a16-505218k.htm CURRENT REPORT OF MATERIAL EVENTS OR CORPORATE CHANGES UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 19, 2016 Azure Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Dela |
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| November 13, 2015 |
EX-99.1 2 azureprxcfoxdeparture.htm EXHIBIT 99.1 - PRESS RELEASE For Immediate Release: Contact: Friday, November 13, 2015 Steven C. Sullivan 518-441-7272 Chief Financial Officer Kalamaras Departs Azure Midstream - Former Marlin Midstream CFO Mandy Bush Steps Into Position - Dallas, Texas – Azure Midstream Energy, LLC ("Azure") and Azure Midstream Partners, LP (the "Partnership") (NYSE: AZUR) anno |
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| November 13, 2015 |
8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 12, 2015 Azure Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other Jurisdiction of Incorporation o |
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| November 9, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q 10-Q 1 a2015930q3document.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2015 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Azure Midstream |
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| November 5, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 8-K 1 form8-k2015930earningsrele.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 5, 2015 Azure Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or O |
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| November 5, 2015 |
Azure Midstream Partners, LP Reports Third Quarter 2015 Financial Results EX-99.1 2 a09302015azurearningsrelea.htm EXHIBIT 99.1 Azure Midstream Partners, LP Reports Third Quarter 2015 Financial Results Third Quarter 2015 Highlights • Partnership reports Adj. EBITDA of $10.5 million and DCF of $7.9 million • Partnership announced distribution of $0.37 per limited partner unit, or $1.48 annually • Distribution coverage ratio of approximately 1.0x. Dallas, - Azure Midstrea |
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| October 30, 2015 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 26, 2015 Azure Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-36018 46-2627595 (State or Other Jurisdiction of Incorporati |
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| October 30, 2015 |
AMENDMENT NO. 2 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO SECURITY AGREEMENT EX-10.1 2 d29633dex101.htm EXHIBIT 10.1 Exhibit 10.1 Execution Version AMENDMENT NO. 2 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO SECURITY AGREEMENT This AMENDMENT NO. 2 TO CREDIT AGREEMENT AND AMENDMENT NO. 1 TO SECURITY AGREEMENT (this “Agreement”) dated as of October 26, 2015, (the “Effective Date”) is by and among AZURE MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Borrower”), t |
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| October 6, 2015 |
Exhibit 99.4 AZURE ETG SYSTEM Financial Statements December 31, 2014 and the period from November 15, 2013 to December 31, 2013 (With Independent Auditors’ Report Thereon) 1 Independent Auditors’ Report The Board of Directors Azure Midstream Holdings LLC: We have audited the accompanying financial statements of the Azure ETG System, which comprise the balance sheets as of December 31, 2014 and 201 |
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| October 6, 2015 |
Exhibit 99.2 PART I Items 1 and 2. Business and Properties GENERAL OVERVIEW In this report, the terms "Partnership," as well as the terms "our," "we," "us" and "its" refer to Azure Midstream Partners, LP itself or Azure Midstream Partners, LP together with its consolidated subsidiaries, including the Azure System Predecessor, as the context requires. The term "Azure System Predecessor" is sometime |
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| October 6, 2015 |
EX-99.3 7 exhibit993-recastofselecte.htm EXHIBIT 99.3 Exhibit 99.3 EXPLANATORY NOTE The condensed consolidated financial statements included in this filing reflect the assets, liabilities and operations of Azure Midstream Partners, LP (the "Partnership"), updated to include the contribution of Azure ETG, LLC ("ETG") that owns and operates the East Texas Gathering System (the "ETG System"). On Augu |
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| October 6, 2015 |
Unaudited Pro Forma Consolidated and Combined Financial Statements Exhibit 99.5 Unaudited Pro Forma Consolidated and Combined Financial Statements The Unaudited Pro Forma Consolidated and Combined Financial Statements, or the pro forma financial statements, combine the carve-out historical financial statements of the Legacy gathering system entities and assets (the "Legacy System") the accounting predecessor of Azure Midstream Partners, LP, formerly Marlin Midstr |
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| October 6, 2015 |
Exhibit 99.1 EXPLANATORY NOTE The consolidated financial statements included in this filing reflect the assets, liabilities and operations of the Legacy gathering system entities and assets (the "Legacy System"), updated to include the East Texas Gathering System entities and assets (the "ETG System"), as a result of the contribution of the entity owning the ETG System to the Partnership, (collect |
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| October 6, 2015 |
Financial Statements and Exhibits, Other Events UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2015 Azure Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-36018 46-2627595 (State or other jurisdiction of in |
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| August 12, 2015 |
EX-10.2 3 d78489dex102.htm EX-10.2 Exhibit 10.2 Execution Version GAS GATHERING AGREEMENT AZURE ETG, LLC AS GATHERER AND TGG PIPELINE, LTD AS SHIPPER GAS GATHERING CONTRACT BETWEEN AZURE ETG, LLC AS GATHERER AND TGG PIPELINE, LTD AS SELLER INDEX ARTICLE PAGE I GENERAL TERMS AND CONDITIONS 1 II QUANTITY 1 III FEES; FUEL AND ELECTRICITY 1 IV POINTS OF RECEIPT AND DELIVERY 2 V TERM 2 VI NOTICES 2 VII |
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| August 12, 2015 |
EX-10.1 2 d78489dex101.htm EX-10.1 Exhibit 10.1 Execution Version CONTRIBUTION AGREEMENT between AZURE MIDSTREAM ENERGY, LLC, the “Contributor”, and AZURE MIDSTREAM PARTNERS, LP, the “Partnership” Dated August 6, 2015 Concerning the Acquisition of all of the Equity Interests in Azure ETG, LLC TABLE OF CONTENTS Article I DEFINITIONS AND INTERPRETATIONS 2 1.1 Definitions 2 1.2 Interpretations 2 Arti |
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| August 12, 2015 |
8-K 1 d78489d8k.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 6, 2015 Azure Midstream Partners, LP (Exact name of Registrant as specified in its charter) Delaware 001-36018 46-2627595 (State or other jurisdiction o |
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| August 10, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q 10-Q 1 a2015630q2document.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2015 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Azure Midstream Part |
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| August 10, 2015 |
EX-3.2 2 exhibit32.htm EXHIBIT 3.2 CERTIFICATE OF AMENDMENT US 3560717v.1 TO THE CERTIFICATE OF LIMITED PARTNERSHIP OF MARLIN MIDSTREAM PARTNERS, LP May 19, 2015 The undersigned, desiring to amend the Certificate of Limited Partnership of Marlin Midstream Partners, LP (the “Partnership”) pursuant to the provisions of Section 17-202 of the Delaware Revised Uniform Limited Partnership Act, does here |
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| August 6, 2015 |
AzureMidstreamPartnersLP-Q22015EarningsRelease-FINAL Azure Midstream Partners, LP Reports $83 Million Drop Down Acquisition and Second Quarter 2015 Financial Results Second Quarter 2015 Highlights ? Partnership announces $83 million drop down acquisition ? Drop down adds strong fee-based cash flow and long-term minimum revenue commitment ? Acquisition accretive to 2015 Adj. |
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| August 6, 2015 |
Financial Statements and Exhibits, Results of Operations and Financial Condition Form 8-K 2015.6.30 Q2 Earnings Release UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2015 Azure Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other |
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| July 28, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K Q2 2015 Distribution Announcement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| July 28, 2015 |
Azure Midstream Partners, LP Declares Second Quarter 2015 Distribution EX-99.1 2 azuremidstreampartnerslp-p.htm EXHIBIT 99.1 Azure Midstream Partners, LP Declares Second Quarter 2015 Distribution Dallas, Texas, July 27, 2015 – Azure Midstream Partners, LP (NYSE: AZUR) announced that the board of directors of its general partner declared a quarterly cash distribution to its partners for the second quarter of 2015 of $0.37 per unit, or $1.48 on an annualized basis. The |
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| July 20, 2015 |
Azure-Exhibit24POABertolatus POWER OF ATTORNEY FOR EXECUTING FORM ID, FORMS 3, FORMS 4 AND FORMS 5, FORM 144 AND SCHEDULE 13D AND SCHEDULE 13G The undersigned hereby constitutes and appoints Eric T. |
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| June 23, 2015 |
8-K 1 d943971d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2015 Azure Midstream Partners, LP (Exact name of Registrant as specified in its charter) Delaware 001-36018 46-2627595 (State or other jurisdict |
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| June 23, 2015 |
Azure Midstream Partners, LP Prices Public Offering of 3,500,000 Common Units EX-99.1 Exhibit 99.1 Azure Midstream Partners, LP Prices Public Offering of 3,500,000 Common Units Dallas, TX ? June 17, 2015 ? Azure Midstream Partners, LP (NYSE: AZUR) (the ?Partnership?) today announced that it has priced its public offering of 3,500,000 common units representing limited partner interests (the ?Common Units?) at a price to the public of $14.17 per Common Unit. The Partnership h |
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| June 23, 2015 |
EX-1.1 2 d943971dex11.htm EX-1.1 Exhibit 1.1 Execution Version AZURE MIDSTREAM PARTNERS, LP (a Delaware limited partnership) 3,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT Dated: June 17, 2015 AZURE MIDSTREAM PARTNERS, LP (a Delaware limited partnership) 3,500,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT June 17, 2015 Merrill |
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| June 18, 2015 |
Azure Midstream Partners, LP 3,500,000 Common Units Representing Limited Partner Interests 424B5 1 d934728d424b5.htm 424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-203451 PROSPECTUS SUPPLEMENT (To Prospectus dated April 28, 2015) Azure Midstream Partners, LP 3,500,000 Common Units Representing Limited Partner Interests We are offering 3,500,000 common units representing limited partner interests in Azure Midstream Partners, LP, formerly known as Marlin Mid |
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| June 16, 2015 |
FWP 1 d934728dfwp.htm FREE WRITING PROSPECTUS Free Writing Prospectus Dated June 16, 2015 Filed pursuant to Rule 433 Registration Statement No. 333-203451 Azure Midstream Partners, LP Announces Public Offering of 3,500,000 Common Units and Provides Quarterly Update Dallas, TX — June 16, 2015 — Azure Midstream Partners, LP (NYSE: AZUR) (“we,” “us” or the “Partnership”) today announced a registered |
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| June 16, 2015 |
Subject to Completion Preliminary Prospectus dated June 16, 2015 424b3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-203451 The information in this preliminary prospectus supplement and the accompanying prospectus is not complete and may be changed. This preliminary prospectus supplement and the accompanying prospectus are part of an effective registration statement filed with the Securities and Exchange Commission. This preliminary pr |
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| May 28, 2015 |
Azure Midstream Partners VOLUNTARY WITHDRAWAL OF SECURITIES FROM LISTING AND REGISTRATION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 25 NOTIFICATION OF REMOVAL FROM LISTING AND/OR REGISTRATION UNDER SECTION 12(b) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-36018 Azure Midstream Partners, LP The NASDAQ Stock Market LLC (Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registere |
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| May 26, 2015 |
Azure Midstream Partners REGISTRATION/LISTING OF SECURITIES ON A NATIONAL SECURITIES EXCHANGE Form 8-A - Listing on NYSE UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 21, 2015 |
Ex. 99.1 - Press Release Exhibit 99.1 Marlin Midstream Partners, LP changes name to Azure Midstream Partners, LP and Expects to List its Common Units on the New York Stock Exchange Dallas, TX ? May 20, 2015 ? Marlin Midstream Partners, LP (NASDAQ: FISH) announced that effective immediately it changed its name from Marlin Midstream Partners, LP to Azure Midstream Partners, LP (?Azure?). The change |
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| May 21, 2015 |
CERTIFICATE OF AMENDMENT CERTIFICATE OF FORMATION MARLIN MIDSTREAM GP, LLC May 19, 2015 EX-3.1 2 ex31-certofgpllc.htm EXHIBIT 3.1 Exhibit 3.1 CERTIFICATE OF AMENDMENT TO CERTIFICATE OF FORMATION OF MARLIN MIDSTREAM GP, LLC May 19, 2015 Pursuant to Section 18-202 of the Delaware Limited Liability Company Act (the “Act”), the undersigned, an authorized person of Marlin Midstream GP, LLC (the “Company”), a limited liability company organized and existing under Section 18-201 of the Act, |
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| May 21, 2015 |
Ex 3.3 - Cert of MLP Exhibit 3.3 CERTIFICATE OF AMENDMENT TO THE CERTIFICATE OF LIMITED PARTNERSHIP OF MARLIN MIDSTREAM PARTNERS, LP May 19, 2015 The undersigned, desiring to amend the Certificate of Limited Partnership of Marlin Midstream Partners, LP (the ? Partnership ?) pursuant to the provisions of Section 17-202 of the Delaware Revised Uniform Limited Partnership Act, does hereby certify as |
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| May 21, 2015 |
Ex 3.4 - 1st Amend to MLP Agreement Exhibit 3.4 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARLIN MIDSTREAM PARTNERS, LP This First Amendment to the Second Amended and Restated Limited Partnership Agreement of MARLIN MIDSTREAM PARTNERS, LP (the ? Amendment ?), dated as of May 19, 2015 (the ? Effective Date ?), is entered into by Azure Midstream Partners GP, |
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| May 21, 2015 |
Ex 3.2 - 1st Amend to GP LLC Agreement Exhibit 3.2 FIRST AMENDMENT TO FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MARLIN MIDSTREAM GP, LLC This First Amendment (this ? Amendment ?) to the First Amended and Restated Limited Liability Company Agreement, entered into as of July 31, 2013 (the ? LLC Agreement ?) of Marlin Midstream GP, LLC, a Delaware limited liability company (th |
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| May 21, 2015 |
8-K 1 form8-kmarlinnamechangeand.htm 8-K NAME CHANGE AND EXCHANGE LISTING UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 19, 2015 AZURE MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware (St |
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| May 11, 2015 |
Exhibit 32 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER UNDER SECTION 906 OF THE SARBANES OXLEY ACT OF 2002, 18 U. |
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| May 11, 2015 |
Exhibit 31.2 CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, Eric T. Kalamaras, certify that: 1. I have reviewed this quarterly report on Form 10-Q (the “report”) of Marlin Midstream Partners, LP (the “registrant”); 2. Based on my knowledge, this report does not contain any untrue statement of a material f |
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| May 11, 2015 |
Marlin Midstream Partners, LP Reports First Quarter 2015 Financial Results and Distribution Increase Exhibit 99.1 - Q1 2015 Earnings Release Exhibit 99.1 Marlin Midstream Partners, LP Reports First Quarter 2015 Financial Results and Distribution Increase Dallas, May 11, 2015 - Marlin Midstream Partners, LP (NASDAQ: FISH) (?Marlin? or the "Partnership"), announced financial results for first quarter 2015. First Quarter 2015 Highlights ? Adjusted EBITDA for first quarter 2015 was $4.5 million and P |
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| May 11, 2015 |
Exhibit 31.1 CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A) OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED I, I.J. "Chip" Berthelot II, certify that: 1. I have reviewed this quarterly report on Form 10-Q (the “report”) of Marlin Midstream Partners, LP (the “registrant”); 2. Based on my knowledge, this report does not contain any untrue statement of a mat |
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| May 11, 2015 |
Azure Midstream Partners 8-K - Q1 2015 EARNINGS PRESS RELEASE (Current Report/Significant Event) Fish 2015.3.31 Form 8-K Q1 2015 Earnings Release UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 11, 2015 Marlin Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State |
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| May 11, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q 10-Q 1 a201533110-qdocument.htm 10-Q 2015.03.31 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2015 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Marlin |
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| May 8, 2015 |
Marlin Midstream Partners, LP Declares First Quarter 2015 Distribution EX-99.EXHIBIT 99.1 2 exhibit991pressreleasedist.htm EXHIBIT 99.1 PRESS RELEASE Marlin Midstream Partners, LP Declares First Quarter 2015 Distribution May 8, 2015 - Marlin Midstream Partners, LP (Nasdaq:FISH), announced that the board of directors of its general partner declared a quarterly cash distribution to its partners for the first quarter of 2015 of $0.37 per unit, or $1.48 on an annualized |
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| May 8, 2015 |
Azure Midstream Partners 8-K Q1 2015 DISTRIBUTION ANNOUCEMENT (Current Report/Significant Event) 8-K Q1 2015 Distribution Announcement UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| May 1, 2015 |
424B1 1 d909141d424b1.htm 424B1 Table of Contents Filed Pursuant to Rule 424(b)(1) Registration No. 333-203451 PROSPECTUS $1,000,000,000 Marlin Midstream Partners, LP Marlin Midstream Finance Corporation Common Units Representing Limited Partner Interests Other Classes of Units Representing Limited Partner Interests Debt Securities Guarantees of Debt Securities We may from time to time, in one or |
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| April 28, 2015 |
Azure Midstream Partners S-3/A S-3/A As filed with the Securities and Exchange Commission on April 27, 2015 Registration No. |
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| April 16, 2015 |
CERTIFICATE OF INCORPORATION MARLIN MIDSTREAM FINANCE CORPORATION EX-3.5 Exhibit 3.5 CERTIFICATE OF INCORPORATION OF MARLIN MIDSTREAM FINANCE CORPORATION FIRST: The name of the corporation is Marlin Midstream Finance Corporation. SECOND: The address of its registered office in the State of Delaware is The Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County of New Castle, Delaware 19801. The name of its registered agent at such address |
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| April 16, 2015 |
EX-3.6 Exhibit 3.6 BYLAWS OF MARLIN MIDSTREAM FINANCE CORPORATION A Delaware Corporation Effective as of: March 17, 2015 TABLE OF CONTENTS Page ARTICLE I OFFICES Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II STOCKHOLDERS Section 1. Place of Meetings 1 Section 2. Quorum; Adjournment of Meetings 1 Section 3. Annual Meetings 2 Section 4. Special Meetings 2 Section 5. Record Dat |
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| April 16, 2015 |
Exhibit 4.2 [Form of Subordinated Indenture] MARLIN MIDSTREAM PARTNERS, LP and MARLIN MIDSTREAM FINANCE CORPORATION as Issuers, the Subsidiary Guarantors party hereto, and [ ], as Trustee INDENTURE Dated as of Debt Securities CROSS-REFERENCE TABLE TIA Section Indenture Section 310 (a) 7.10 (b) 7.10 (c) N.A. 311 (a) 7.11 (b) 7.11 (c) N.A. 312 (a) 5.01 (b) 5.02 (c) 5.02 313 (a) 5.03 (b) 5.03 (c) 13. |
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| April 16, 2015 |
EX-4.1 Exhibit 4.1 [Form of Senior Indenture] MARLIN MIDSTREAM PARTNERS, LP and MARLIN MIDSTREAM FINANCE CORPORATION as Issuers, the Subsidiary Guarantors party hereto, and [ ], as Trustee INDENTURE Dated as of Debt Securities CROSS-REFERENCE TABLE TIA Section Indenture Section 310 (a) 7.10 (b) 7.10 (c) N.A. 311 (a) 7.11 (b) 7.11 (c) N.A. 312 (a) 5.01 (b) 5.02 (c) 5.02 313 (a) 5.03 (b) 5.03 (c) 13 |
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| April 16, 2015 |
As filed with the Securities and Exchange Commission on April 16, 2015 S-3 Table of Contents As filed with the Securities and Exchange Commission on April 16, 2015 Registration No. |
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| April 16, 2015 |
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES EX-12.1 Exhibit 12.1 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES Our historical financial information has been recast and now reflects the historical financial information of the Azure Legacy System and the Azure Legacy System Predecessor (collectively the “Marlin Midstream Predecessor”) because the Marlin Midstream Predecessor’s ultimate parent, Azure, obtained control of the Partnership th |
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| April 6, 2015 |
Exhibit 99.1 - April 2015 Exhibit 99.1 SELECTED HISTORICAL FINANCIAL DATA OF THE AZURE LEGACY SYSTEM AND THE AZURE LEGACY SYSTEM PREDECESSOR The following table presents the selected historical financial and operating data of the Azure Legacy System (the "Legacy System") and the Azure Legacy System Predecessor (the "Legacy System Predecessor") for the periods presented. The selected historical fin |
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| April 6, 2015 |
Report of Independent Registered Public Accounting Firm EX-99.2 4 exhibit992-april2015.htm EXHIBIT 99.2 HISTORICAL FINANCIAL STATEMENTS Exhibit 99.2 Report of Independent Registered Public Accounting Firm The Board of Directors Azure Midstream Holdings LLC: We have audited the accompanying balance sheets of Azure Legacy System and of Azure Legacy System Predecessor as of December 31, 2014 and 2013, and the related statements of operations, parent compa |
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| April 6, 2015 |
Unaudited Pro Forma Consolidated and Combined Financial Statements Exhibit 99.3 - April 2015 Exhibit 99.3 Unaudited Pro Forma Consolidated and Combined Financial Statements The Unaudited Pro Forma Consolidated and Combined Financial Statements, or the pro forma financial statements, combine the carve-out historical financial statements of the Azure Legacy System entities and assets (as defined below), the accounting predecessor of Marlin Midstream Partners, LP (t |
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| April 6, 2015 |
Financial Statements and Exhibits, Other Events 8-K/A 1 marlinmidstreampartnerslp8.htm 8-K/A MARLIN MIDSTREAM PARTNERS, LP UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (amendment no. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 27, 2015 Marlin Midstream Partners, LP (Exact name of registrant as specified i |
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| March 12, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K 10-K 1 fish-20141231x10kdocument.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark one) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commis |
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| March 12, 2015 |
List of Subsidiaries of Marlin Midstream Partners, LP as of December 31, 2014 Exhibit 21.1 List of Subsidiaries of Marlin Midstream Partners, LP as of December 31, 2014 1. Marlin Midstream, LLC 2. Marlin Logistics, LLC 3. Turkey Creek Pipeline, LLC 4. Marlin G&P I, LLC 5. Murvaul Gas Gathering, LLC |
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| March 11, 2015 |
Azure Midstream Partners 8-K YEAR END EARNINGS RELEASE (Current Report/Significant Event) 8-K for Year-end earnings release UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D. |
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| March 11, 2015 |
EX-99.1 2 exhibit991-yearxendearning.htm EXHIBIT 99.1 Exhibit 99.1 Marlin Midstream Partners, LP Reports Fourth Quarter and Full Year 2014 Financial Results & 2015 Guidance Dallas, March 10, 2015 - Marlin Midstream Partners, LP (NASDAQ: FISH) (“Marlin”), announced financial results for the fourth quarter and full year 2014. Full Year 2014 Highlights • Adjusted EBITDA for full year 2014 increased 1 |
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| March 5, 2015 |
EX-3.1 Exhibit 3.1 SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARLIN MIDSTREAM PARTNERS, LP A Delaware Limited Partnership Dated as of February 27, 2015 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 26 Article II ORGANIZATION 26 Section 2.1 Formation 26 Section 2.2 Name 26 Section 2.3 Registered Office; Registered Agent; Prin |
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| March 5, 2015 |
EX-10.6 Exhibit 10.6 Published CUSIP Numbers: 57118WAA6 57118WAB4 $250,000,000 CREDIT AGREEMENT dated as of February 27, 2015, by and among MARLIN MIDSTREAM PARTNERS, LP, as Borrower, the Lenders referred to herein, as Lenders, and WELLS FARGO BANK, NATIONAL ASSOCIATION, as Administrative Agent, Swingline Lender and Issuing Lender BANK OF AMERICA, N.A. and SOCIÉTÉ GÉNÉRALE as Co-Syndication Agents |
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| March 5, 2015 |
EX-10.5 Exhibit 10.5 AMENDMENT TO TRANSLOADING SERVICES AGREEMENT BETWEEN ASSOCIATED ENERGY SERVICES, LP AND MARLIN LOGISTICS, LLC This Amendment to Transloading Services Agreement (“Amendment”) is made and entered into effective as of the 27th day of February, 2015 (the “Execution Date”), by and between Marlin Logistics, LLC (“Marlin”) and Associated Energy Services, LP (“AES”). Hereinafter Marli |
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| March 5, 2015 |
EX-10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT by and between MARLIN MIDSTREAM PARTNERS, LP AND NUDEVCO MIDSTREAM DEVELOPMENT, LLC TABLE OF CONTENTS ARTICLE I DEFINITIONS 1.1 Definitions 1 1.2 Interpretations 1 ARTICLE II REGISTRATION RIGHTS 2.1 Registration 2 2.2 Piggyback Rights 2 2.3 Priority 3 2.4 Delay Rights 3 2.5 Underwritten Offerings 4 2.6 Sale Procedures 4 2.7 Suspension 6 2.8 Cooper |
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| March 5, 2015 |
EX-10.1 Exhibit 10.1 OMNIBUS AGREEMENT by and among AZURE MIDSTREAM ENERGY LLC, MARLIN MIDSTREAM PARTNERS, LP and MARLIN MIDSTREAM GP, LLC TABLE OF CONTENTS ARTICLE I DEFINITIONS; CONSTRUCTION 1 Section 1.1 Definitions 1 Section 1.2 Construction 4 ARTICLE II SERVICES 5 Section 2.1 Scope of Services 5 Section 2.2 Exclusion of Services 5 Section 2.3 Performance of Services by Affiliates or Other Per |
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| March 5, 2015 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 27, 2015 MARLIN MIDSTREAM PARTNERS, LP (Exact name of registrant as specified in its charter) Delaware 001-36018 46-2627595 (State or other jurisdiction of incorpora |
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| March 5, 2015 |
EX-10.4 Exhibit 10.4 AMENDMENT TO LADDER TRANSLOADING SERVICES AGREEMENT BETWEEN ASSOCIATED ENERGY SERVICES, LP AND MARLIN LOGISTICS, LLC This Amendment to Ladder Transloading Services Agreement (“Amendment”) is made and entered into effective as of the 27th day of February, 2015 (the “Execution Date”), by and between Marlin Logistics, LLC (“Marlin”) and Associated Energy Services, LP (“AES”). Her |
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| March 5, 2015 |
EX-10.3 Exhibit 10.3 AMENDMENT TO TRANSLOADING SERVICES AGREEMENT BETWEEN ASSOCIATED ENERGY SERVICES, LP AND MARLIN LOGISTICS, LLC This Amendment to Transloading Services Agreement (“Amendment”) is made and entered into effective as of the 27th day of February, 2015 (the “Execution Date”), by and between Marlin Logistics, LLC (“Marlin”) and Associated Energy Services, LP (“AES”). Hereinafter Marli |
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| March 5, 2015 |
Exhibit 99.1 Marlin Announces Completion of General Partnership Sale to Azure Midstream and Azure’s Contribution of Legacy Gathering System • Transaction Creates Visible Growth Platform through Additional Dropdowns from Azure • Provides Increased Geographic Footprint and Expands Service Offerings • Stronger Balance Sheet Provides Financial Flexibility for Future Growth Opportunities Dallas, Texas, |
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| February 6, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 5, 2015 Marlin Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other Jurisdiction of Incorporation or Or |
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| February 6, 2015 |
EX-99.1 2 exhibit991lenderapprovalan.htm EXHIBIT 99.1 PRESS RELEASE Exhibit 99.1 Marlin Midstream Partners, LP and Azure Midstream Energy, LLC Receives Necessary Approvals From Term Loan and Credit Facility Lenders HOUSTON, Feb. 5, 2015 (GLOBE NEWSWIRE) - Marlin Midstream Partners, LP (Nasdaq:FISH), a Delaware limited partnership ("Marlin" or "the Partnership"), announced today that Azure Midstrea |
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| January 28, 2015 |
Regulation FD Disclosure, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 23, 2015 Marlin Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other Jurisdiction of Incorporation or Or |
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| January 28, 2015 |
Marlin Midstream Partners, LP Declares Increased Fourth Quarter 2014 Distribution EX-99.1 2 exhibit991pressreleasedist.htm PRESS RELEASE Q42014 DISTRIBUTION ANNOUNCEMENT Exhibit 99.1 Marlin Midstream Partners, LP Declares Increased Fourth Quarter 2014 Distribution HOUSTON, Jan. 23, 2015 (GLOBE NEWSWIRE) - Marlin Midstream Partners, LP (Nasdaq:FISH), a Delaware limited partnership ("Marlin" or "the Partnership"), announced today that the board of directors of its general partner |
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| January 20, 2015 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 14, 2015 Marlin Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other Jurisdiction of Incorporation or Or |
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| January 20, 2015 |
Exhibit 2.1 TRANSACTION AGREEMENT BY AND AMONG AZURE MIDSTREAM ENERGY LLC, MARLIN MIDSTREAM PARTNERS, LP, MARLIN MIDSTREAM GP, LLC, MARLIN IDR HOLDINGS, LLC, AND NUDEVCO MIDSTREAM DEVELOPMENT, LLC, January 14, 2015 TABLE OF CONTENTS ARTICLE 1 DEFINITIONS AND INTERPRETATIONS Page 1.1 Definitions 3 1.2 Interpretations 3 ARTICLE II CONTRIBUTION OF THE CONTRIBUTED ASSETS 2.1 Contribution of the Contri |
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| January 20, 2015 |
EX-99.1 3 ex991-marlinpressreleasefi.htm AZURE TRANSACTION PRESS RELEASE Exhibit 99.1 Marlin Midstream Partners, LP’s to Acquire Legacy Gathering System for $162.5 Million from Azure Midstream Energy, LLC and Marlin’s General Partner to be Acquired by Azure, Forming ~$500 Million Midstream Partnership with Significant Inventory of Future Dropdowns • Marlin to acquire the Legacy gathering system fr |
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| October 30, 2014 |
EX-10.3 2 exhibit103contributionagre.htm CONTRIBUTION AGREEMENT Exhibit 10.3 CONTRIBUTION AGREEMENT BY AND AMONG NUDEVCO MIDSTREAM DEVELOPMENT, LLC AS CONTRIBUTOR, AND MARLIN MIDSTREAM PARTNERS, LP AS CONTRIBUTEE, MARLIN MIDSTREAM GP, LLC, IN ITS CAPACITY AS GENERAL PARTNER July 30, 2014 Table of Contents ARTICLE I DEFINITIONS ARTICLE II CONTRIBUTION 2.01 Contribution 2.02 Transaction Taxes 2.03 R |
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| October 30, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2014 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36018 Marlin Midstream |
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| October 30, 2014 |
EX-99.1 2 exhibit991pressreleaseearn.htm PRESS RELEASE Exhibit 99.1 Marlin Midstream Partners, LP Reports Third Quarter 2014 Financial Results HOUSTON, October 29, 2014/GlobeNewswire/ - Marlin Midstream Partners, LP (NASDAQ: FISH), a Delaware limited partnership (“Marlin” or “the Partnership”), today announced financial results for the third quarter of 2014. For the third quarter of 2014, net inco |
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| October 30, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 29, 2014 Marlin Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other Jurisdiction of Incorporation or Or |
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| August 28, 2014 |
EX-10.1 2 ex101gpagreementamendment8.htm G&P CONTRACT AMENDMENT Exhibit 10.1 AMENDMENT TO GAS GATHERING AND PROCESSING AGREEMENT BETWEEN ASSOCIATED ENERGY SERVICES, LP AND MARLIN MIDSTREAM, LLC THIS Amendment to Gas Gathering and Processing Agreement (“Amendment”) is made and entered into effective as of the 22nd day of August, 2014, by and between Marlin Midstream, LLC (“Processor”) and Associate |
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| August 28, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits 8-K 1 a8-k3qx2014gpagreementamen.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 22, 2014 Marlin Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or O |
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| August 7, 2014 |
Entry into a Material Definitive Agreement, Financial Statements and Exhibits UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 1, 2014 Marlin Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other Jurisdiction of Incorporation or Orga |
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| August 7, 2014 |
EX-10.1 2 ex101guarantyasofaugust120.htm GUARANTY Exhibit 10.1 GUARANTY This GUARANTY is made and given the 1st day of August, 2014, by NuDevco Partners Holdings, LLC (“GUARANTOR”) in favor of Marlin Midstream Partners, LP having its principal offices at 2105 CityWest Blvd., Suite 100, Houston, TX 77042, and its subsidiaries and affiliates (collectively, “BENEFICIARY”). GUARANTOR enters into this |
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| July 31, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2014 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36018 Marlin Midstream Part |
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| July 31, 2014 |
EX-99.1 2 exhibit991pressreleaseearn.htm PRESS RELEASE Exhibit 99.1 Marlin Midstream Partners, LP Reports Second Quarter 2014 Financial Results HOUSTON, July 30, 2014/GlobeNewswire/ - Marlin Midstream Partners, LP (NASDAQ: FISH), a Delaware limited partnership (“Marlin” or “the Partnership”), today announced financial results for the second quarter ended June 30, 2014. For the second quarter of 20 |
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| July 31, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 30, 2014 Marlin Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other Jurisdiction of Incorporation or Organ |
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| July 18, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits 8-K 1 a8-k2q2014distributionanno.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 17, 2014 Marlin Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Oth |
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| July 18, 2014 |
Marlin Midstream Partners, LP Declares Increased Second Quarter 2014 Distribution EX-99.1 2 exhibit991pressreleasedist.htm EXHIBIT Exhibit 99.1 Marlin Midstream Partners, LP Declares Increased Second Quarter 2014 Distribution HOUSTON, July 17, 2014 /GlobeNewswire/ - Marlin Midstream Partners, LP (NASDAQ: FISH), a Delaware limited partnership (“Marlin” or “the Partnership”), announced today that the board of directors of its general partner declared a quarterly cash distribution |
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| May 7, 2014 |
Marlin Midstream Partners, LP Announces Appointment of CFO Mandy Bush to Board of Directors EX-99.1 2 exhibit991pressreleasembush.htm PRESS RELEASE Exhibit 99.1 Marlin Midstream Partners, LP Announces Appointment of CFO Mandy Bush to Board of Directors HOUSTON, May 07, 2014 /GlobeNewswire/ - Marlin Midstream Partners, LP (NASDAQ: FISH), a Delaware limited partnership (“Marlin” or “the Partnership”), announced today that the sole member of Marlin Midstream GP, LLC, the general partner of |
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| May 7, 2014 |
8-K 1 a8kmbushbodannouncement.htm 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2014 Marlin Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other Ju |
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| May 1, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q 10-Q 1 fish-2014331x10q.htm 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2014 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file numbe |
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| May 1, 2014 |
Financial Statements and Exhibits, Results of Operations and Financial Condition UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2014 Marlin Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other Jurisdiction of Incorporation or Orga |
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| May 1, 2014 |
EX-99.1 2 exhibit991pressreleaseearn.htm Q1 2014 PRESS RELEASE Exhibit 99.1 Marlin Midstream Partners, LP Reports First Quarter 2014 Financial Results HOUSTON, April 30, 2014/GlobeNewswire/ - Marlin Midstream Partners, LP (NASDAQ: FISH), a Delaware limited partnership (“Marlin” or “the Partnership”), today announced financial results for the first quarter ended March 31, 2014. For the first quarte |
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| April 21, 2014 |
Regulation FD Disclosure, Financial Statements and Exhibits - 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 21, 2014 Marlin Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware 001-36018 46-2627595 (State or Other Jurisdiction of Incorporation or Orga |
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| April 21, 2014 |
Marlin Midstream Partners, LP Declares Increased First Quarter 2014 Distribution EX-99.1 2 exhibit991pressrelease.htm EXHIBIT Exhibit 99.1 Marlin Midstream Partners, LP Declares Increased First Quarter 2014 Distribution HOUSTON, April 21, 2014 /GlobeNewswire/ - Marlin Midstream Partners, LP (NASDAQ: FISH), a Delaware limited partnership (“Marlin” or “the Partnership”), announced today that the board of directors of its general partner declared a quarterly cash distribution to |
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| March 28, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 2 10-K/A 1 fish-20131231x10kaamend2.htm 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A Amendment No. 2 (Mark one) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition |
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| March 26, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K/A (Mark one) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36018 MARLIN MIDST |
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| March 26, 2014 |
Exhibit 3.4 MARLIN MIDSTREAM GP, LLC FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of July 31, 2013 1 Exhibit 3.4 FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MARLIN MIDSTREAM GP, LLC This First Amended and Restated Limited Liability Company Agreement (the “Agreement”), dated as of July 31, 2013, is entered into by NuDevco Midstream Development, LLC, |
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| March 26, 2014 |
List of Subsidiaries of Marlin Midstream Partners, LP as of December 31, 2013 Exhibit 21 List of Subsidiaries of Marlin Midstream Partners, LP as of December 31, 2013 1. Marlin Midstream, LLC 2. Marlin Logistics, LLC 3. Turkey Creek Pipeline, LLC |
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| February 27, 2014 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K 10-K 1 fish-20131231x10k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-K (Mark one) þ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission fil |
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| February 13, 2014 |
FISH / / Marlin Midstream Partners, LP - SC 13G Passive Investment SC 13G 1 schedule13g11231492xhn.htm SC 13G SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d‑102) MARLIN MIDSTREAM PARTNERS, LP (Name of Issuer) COMMON UNITS REPRESENTING LIMITED PARTNER INTERESTS (Title of Class of Securities) 57118V 100 (CUSIP Number) DECEMBER 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate th |
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| October 30, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2013 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number: 001-36018 Marlin Midstream |
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| September 5, 2013 |
Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: September 4, 2013 (Date of earliest event reported) Marlin Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-36018 46-2627595 (State or other jurisdiction of incorporation) |
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| September 5, 2013 |
EX-99.1 2 d594385dex991.htm EX-99.1 Exhibit 99.1 Marlin Midstream Partners, LP Reports Second Quarter 2013 Financial Results for Private Company Covering Pre-IPO Period HOUSTON, September 4, 2013 /GlobeNewswire/ — Marlin Midstream Partners, LP (NASDAQ: FISH), a Delaware limited partnership (“Marlin” or “the Partnership”), today announced financial results for the second quarter ended June 30, 2013 |
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| September 5, 2013 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q 10-Q 1 fish-2013630x10q.htm 10-Q QUARTER ENDING 6-30-13 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2013 Or ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to |
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| August 15, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report(Date of earliest event reported): August 14, 2013 Marlin Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-36018 46-2627595 (State or other jurisdiction of incorporatio |
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| August 5, 2013 |
LADDER TRANSLOADING SERVICES AGREEMENT EX-10.6 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). Exhibit 10.6 LADDER TRANSLOADING SERVICES AGREEMENT THIS LADDER TRANSLOADING SERVICES AGREEMENT (this |
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| August 5, 2013 |
Form 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 31, 2013 (Date of earliest event reported) Marlin Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-36018 46-2627595 (State or other jurisdiction of incorporation |
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| August 5, 2013 |
GAS GATHERING AND PROCESSING AGREEMENT EX-10.3 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). Exhibit 10.3 GAS GATHERING AND PROCESSING AGREEMENT This Gas Gathering and Processing Agreement (this |
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| August 5, 2013 |
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT EX-10.1 Exhibit 10.1 CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of July 31, 2013 (this “Agreement”), is entered into by and among MARLIN MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Partnership”), MARLIN MIDSTREAM GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “Gen |
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| August 5, 2013 |
EX-10.7 Exhibit 10.7 CREDIT AGREEMENT among MARLIN MIDSTREAM PARTNERS, LP, MARLIN MIDSTREAM, LLC, and MARLIN LOGISTICS, LLC, as Co-Borrowers, SOCIÉTÉ GÉNÉRALE, as Administrative Agent, an Issuing Bank, Swing Line Bank and a Bank, and SG AMERICAS SECURITIES, LLC, as Sole Lead Arranger and Sole Bookrunner, and THE OTHER FINANCIAL INSTITUTIONS WHICH MAY BECOME PARTIES HERETO Dated as of July 31, 2013 |
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| August 5, 2013 |
EX-10.2 3 d580725dex102.htm EX-10.2 Exhibit 10.2 OMNIBUS AGREEMENT among NUDEVCO PARTNERS, LLC, NUDEVCO PARTNERS HOLDINGS, LLC, NUDEVCO MIDSTREAM DEVELOPMENT, LLC, MARLIN MIDSTREAM PARTNERS, LP, and MARLIN MIDSTREAM GP, LLC OMNIBUS AGREEMENT This OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein) among NuDevco Partners, LLC, a Texas limited liability co |
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| August 5, 2013 |
TRANSLOADING SERVICES AGREEMENT EX-10.4 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). Exhibit 10.4 TRANSLOADING SERVICES AGREEMENT THIS TRANSLOADING SERVICES AGREEMENT (this “Agreement”) |
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| August 5, 2013 |
TRANSLOADING SERVICES AGREEMENT EX-10.5 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). Exhibit 10.5 TRANSLOADING SERVICES AGREEMENT THIS TRANSLOADING SERVICES AGREEMENT (this “Agreement”) |
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| August 1, 2013 |
S-8 1 d575084ds8.htm S-8 As filed with the Securities and Exchange Commission on July 31, 2013. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Marlin Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 46-2627595 (State or other jurisdiction of incorporat |
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| July 31, 2013 |
8-K 1 d575078d8k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: July 25, 2013 (Date of earliest event reported) Marlin Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 001-36018 46-2627595 (State or other jurisdic |
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| July 31, 2013 |
MARLIN MIDSTREAM PARTNERS, LP 2013 LONG-TERM INCENTIVE PLAN EX-10.1 Exhibit 10.1 MARLIN MIDSTREAM PARTNERS, LP 2013 LONG-TERM INCENTIVE PLAN SECTION 1. Purpose of the Plan. This Marlin Midstream Partners, LP 2013 Long-Term Incentive Plan (the “Plan”) has been adopted by Marlin Midstream GP, LLC, a Delaware limited liability company (the “Company”), the general partner of Marlin Midstream Partners, LP, a Delaware limited partnership (the “Partnership”). The |
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| July 31, 2013 |
EX-3.1 3 d575078dex31.htm EX-3.1 Exhibit 3.1 FIRST AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF MARLIN MIDSTREAM PARTNERS, LP A Delaware Limited Partnership Dated as of July 31, 2013 TABLE OF CONTENTS Page Article I DEFINITIONS 1 Section 1.1 Definitions 1 Section 1.2 Construction 25 Article II ORGANIZATION 26 Section 2.1 Formation 26 Section 2.2 Name 26 Section 2.3 Registered Office; R |
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| July 31, 2013 |
EX-1.1 Exhibit 1.1 Execution Version MARLIN MIDSTREAM PARTNERS, LP (a Delaware limited partnership) 6,875,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT Dated: July 25, 2013 MARLIN MIDSTREAM PARTNERS, LP (a Delaware limited partnership) 6,875,000 Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT July 25, 2013 Stifel, Nicolaus & Company, Inco |
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| July 29, 2013 |
Common Units Representing Limited Partner Interests Marlin Midstream Partners, LP 424B4 Table of Contents Filed Pursuant to Rule 424(b)(4) Registration No. 333-189645 Registration No. 333-190140 PROSPECTUS 6,875,000 Common Units Representing Limited Partner Interests Marlin Midstream Partners, LP This is Marlin Midstream Partners, LP’s initial public offering. We are selling 6,875,000 common units. Currently, no public market exists for our common units. After the pricing of th |
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| July 26, 2013 |
FORM S-1MEF As filed with the Securities and Exchange Commission on July 26, 2013 Registration No. |
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| July 23, 2013 |
8-A12B 1 d571315d8a12b.htm FORM 8-A UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-A FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 Marlin Midstream Partners, LP (Exact name of registrant as specified in its charter) Delaware 46-2627595 (State of incorporation or organization) (I.R.S. Emplo |
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| July 22, 2013 |
Correspondence Letter July 22, 2013 U.S. Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-4628 Attention: Mara L. Ransom, Assistant Director Division of Corporate Finance Re: Marlin Midstream Partners, LP Registration Statement on Form S-1 (File No. 333-189645) Ladies and Gentlemen: As the representatives of the several underwriters of th |
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| July 22, 2013 |
Correspondence Letter Marlin Midstream Partners, LP 2105 CityWest Boulevard, Suite 100 Houston, Texas 77042 July 22, 2013 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N. |
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| July 18, 2013 |
S-1/A Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on July 18, 2013 Registration No. |
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| July 18, 2013 |
SEC Correspondence [Marlin Midstream Partners, LP Letterhead] July 18, 2013 Via EDGAR and Facsimile Securities and Exchange Commission Division of Corporation Finance 100 F. |
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| July 18, 2013 |
EX-10.1 4 d527029dex101.htm EX-10.1 Exhibit 10.1 CREDIT AGREEMENT among MARLIN MIDSTREAM PARTNERS, LP, MARLIN MIDSTREAM, LLC, and MARLIN LOGISTICS, LLC, as Co-Borrowers, SOCIÉTÉ GÉNÉRALE, as Administrative Agent, an Issuing Bank, Swing Line Bank and a Bank, and SG AMERICAS SECURITIES, LLC, as Sole Lead Arranger and Sole Bookrunner, and THE OTHER FINANCIAL INSTITUTIONS WHICH MAY BECOME PARTIES HERE |
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| July 16, 2013 |
CORRESP 1 filename1.htm [MARLIN LETTERHEAD] July 16, 2013 Via EDGAR and Fedex United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549-6010 Attention: Mara L. Ransom, Assistant Director Division of Corporate Finance Re: Marlin Midstream Partners, LP Amendment No. 3 to Registration Statement on Form S-1 File No. 333-189645 Dear Ms. R |
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| July 11, 2013 |
CORRESP [Marlin Midstream Partners, LP Letterhead] July 11, 2013 Via EDGAR and Facsimile Securities and Exchange Commission Division of Corporation Finance 100 F. |
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| July 11, 2013 |
S-1/A As filed with the Securities and Exchange Commission on July 11, 2013 Registration No. |
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| July 11, 2013 |
EX-1.1 2 d527029dex11.htm EX-1.1 Exhibit 1.1 MARLIN MIDSTREAM PARTNERS, LP (a Delaware limited partnership) [—] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT Dated: [—], 2013 MARLIN MIDSTREAM PARTNERS, LP (a Delaware limited partnership) [—] Common Units Representing Limited Partner Interests UNDERWRITING AGREEMENT [—], 2013 Stifel, Nicolaus & Company, Incorporated Rob |
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| July 11, 2013 |
GAS GATHERING AND PROCESSING AGREEMENT SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. |
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| July 11, 2013 |
EX-10.1 Exhibit 10.1 CREDIT AGREEMENT among MARLIN MIDSTREAM PARTNERS, LP, MARLIN MIDSTREAM, LLC, and MARLIN LOGISTICS, LLC, as Co-Borrowers, SOCIÉTÉ GÉNÉRALE, as Administrative Agent, an Issuing Bank, Swing Line Bank and a Bank, and SG AMERICAS SECURITIES, LLC, as Sole Lead Arranger and Sole Bookrunner, and THE OTHER FINANCIAL INSTITUTIONS WHICH MAY BECOME PARTIES HERETO Dated as of [ ], 2013 TAB |
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| July 3, 2013 |
MARLIN MIDSTREAM PARTNERS, LP 2013 LONG-TERM INCENTIVE PLAN PHANTOM UNIT AGREEMENT EX-10.3 5 d527029dex103.htm EXHIBIT 10.3 Exhibit 10.3 MARLIN MIDSTREAM PARTNERS, LP 2013 LONG-TERM INCENTIVE PLAN PHANTOM UNIT AGREEMENT Pursuant to this Phantom Unit Agreement, dated as of [ ], 2013 (this “Agreement”), Marlin Midstream GP, LLC (the “Company”), as the general partner of Marlin Midstream Partners, LP (the “Partnership”), hereby grants to [ ] (the “Participant”) the following award |
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| July 3, 2013 |
Correspondence [Marlin Midstream Partners, LP Letterhead] July 3, 2013 Via EDGAR and Facsimile Securities and Exchange Commission Division of Corporation Finance 100 F. |
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| July 3, 2013 |
Form S-1/A Table of Contents As filed with the Securities and Exchange Commission on July 3, 2013 Registration No. |
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| July 3, 2013 |
MARLIN MIDSTREAM PARTNERS, LP 2013 LONG-TERM INCENTIVE PLAN EX-10.2 4 d527029dex102.htm EXHIBIT 10.2 Exhibit 10.2 MARLIN MIDSTREAM PARTNERS, LP 2013 LONG-TERM INCENTIVE PLAN SECTION 1. Purpose of the Plan. This Marlin Midstream Partners, LP 2013 Long-Term Incentive Plan (the “Plan”) has been adopted by Marlin Midstream GP, LLC, a Delaware limited liability company (the “Company”), the general partner of Marlin Midstream Partners, LP, a Delaware limited par |
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| July 3, 2013 |
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT Exhibit 10.4 Exhibit 10.4 CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT This CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT, dated as of [•], 2013 (this “Agreement”), is entered into by and among MARLIN MIDSTREAM PARTNERS, LP, a Delaware limited partnership (the “Partnership”), MARLIN MIDSTREAM GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the “Ge |
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| June 27, 2013 |
CORRESP [Marlin Midstream Partners, LP Letterhead] June 27, 2013 Via EDGAR and Facsimile Securities and Exchange Commission Division of Corporation Finance 100 F. |
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| June 27, 2013 |
EX-3.4 2 d527029dex34.htm EX-3.4 Exhibit 3.4 MARLIN MIDSTREAM GP, LLC FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of [—], 2013 FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF MARLIN MIDSTREAM GP, LLC This First Amended and Restated Limited Liability Company Agreement (the “Agreement”), dated as of [—], 2013, is entered into by NuDevco Midstream Develop |
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| June 27, 2013 |
Registration Statement - FORM S-1 S-1 1 d527029ds1.htm FORM S-1 Table of Contents Index to Financial Statements As filed with the Securities and Exchange Commission on June 27, 2013 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Marlin Midstream Partners, LP (Exact Name of Registrant as Specified in its Charter) Delaware |
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| June 27, 2013 |
EX-10.5 Exhibit 10.5 OMNIBUS AGREEMENT among NUDEVCO PARTNERS, LLC, NUDEVCO MIDSTREAM DEVELOPMENT, LLC, MARLIN MIDSTREAM PARTNERS, LP, and MARLIN MIDSTREAM GP, LLC OMNIBUS AGREEMENT This OMNIBUS AGREEMENT is entered into on, and effective as of, the Closing Date (as defined herein) among NuDevco Partners, LLC, a Texas limited liability company (“NuDevco”), NuDevco Midstream Development, LLC, a Tex |
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| June 27, 2013 |
EX-21.1 4 d527029dex211.htm EX-21.1 Exhibit 21.1 SUBSIDIARIES OF MARLIN MIDSTREAM PARTNERS, LP Subsidiary Jurisdiction of Organization Marlin Midstream, LLC Texas Marlin Logistics, LLC Texas |
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| June 10, 2013 |
EX-10.10 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). Exhibit 10.10 Amended and Restated Gas Processing Agreement Between Springfield Pipeline LLC and Mar |
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| June 10, 2013 |
EX-10.11 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). Exhibit 10.11 FIRST AMENDMENT TO AMENDED AND RESTATED GAS PROCESSING AGREEMENT BETWEEN SPRINGFIELD P |
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| June 10, 2013 |
GAS GATHERING AND PROCESSING AGREEMENT EX-10.7 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). Exhibit 10.7 GAS GATHERING AND PROCESSING AGREEMENT This Gas Gathering and Processing Agreement (“Agr |
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| June 10, 2013 |
AMENDMENT TO GAS GATHERING AND PROCESSING AGREEMENT EX-10.9 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). Exhibit 10.9 AMENDMENT TO GAS GATHERING AND PROCESSING AGREEMENT THIS Amendment to Gas Gathering and |
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| June 10, 2013 |
TRANSLOADING SERVICES AGREEMENT EX-10.12 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). Exhibit 10.12 TRANSLOADING SERVICES AGREEMENT THIS TRANSLOADING SERVICES AGREEMENT (this “Agreement” |
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| June 10, 2013 |
LADDER TRANSLOADING SERVICES AGREEMENT EX-10.14 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). Exhibit 10.14 LADDER TRANSLOADING SERVICES AGREEMENT THIS LADDER TRANSLOADING SERVICES AGREEMENT (th |
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| June 10, 2013 |
EX-10.15 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). Exhibit 10.15 Enterprise Products Operating LLC P.O. Box 4324 Houston, TX 77210-4324 Phone: (800) 43 |
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| June 10, 2013 |
DRS/A Table of Contents Submitted on a confidential basis on June 10, 2013 CONFIDENTIAL TREATMENT REQUESTED This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential. |
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| June 10, 2013 |
GAS GATHERING AND PROCESSING AGREEMENT EX-10.6 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). Exhibit 10.6 GAS GATHERING AND PROCESSING AGREEMENT This Gas Gathering and Processing Agreement (this |
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| June 10, 2013 |
[MARLIN LETTERHEAD] June 10, 2013 Via EDGAR and Facsimile Securities and Exchange Commission Division of Corporation Finance 100 F. |
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| June 10, 2013 |
TRANSLOADING SERVICES AGREEMENT EX-10.13 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). Exhibit 10.13 TRANSLOADING SERVICES AGREEMENT THIS TRANSLOADING SERVICES AGREEMENT (this “Agreement” |
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| June 10, 2013 |
GAS GATHERING AND PROCESSING AGREEMENT EX-10.8 SPECIFIC TERMS IN THIS EXHIBIT HAVE BEEN REDACTED BECAUSE CONFIDENTIAL TREATMENT FOR THOSE TERMS HAS BEEN REQUESTED. THE REDACTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION, AND THE TERMS HAVE BEEN MARKED AT THE APPROPRIATE PLACE WITH TWO ASTERISKS (**). Exhibit 10.8 GAS GATHERING AND PROCESSING AGREEMENT This Gas Gathering and Processing Agreement (“Agr |
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| May 3, 2013 |
Table of Contents Submitted on a confidential basis on May 3, 2013 CONFIDENTIAL TREATMENT REQUESTED This draft registration statement has not been filed publicly with the Securities and Exchange Commission and all information contained herein remains confidential. |
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| May 3, 2013 |
CERTIFICATE OF FORMATION MARLIN MIDSTREAM GP, LLC EX-3.3 3 filename3.htm Exhibit 3.3 CERTIFICATE OF FORMATION OF MARLIN MIDSTREAM GP, LLC This Certificate of Formation, dated April 19, 2013, has been duly executed and is filed pursuant to Sections 18-201 and 18-204 of the Delaware Limited Liability Company Act (the “Act”) to form a limited liability company (the “Company”) under the Act. 1. Name. The name of the Company is: Marlin Midstream GP, L |
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| May 3, 2013 |
CERTIFICATE OF LIMITED PARTNERSHIP MARLIN MIDSTREAM PARTNERS, LP EX-3.1 2 filename2.htm Exhibit 3.1 CERTIFICATE OF LIMITED PARTNERSHIP OF MARLIN MIDSTREAM PARTNERS, LP This Certificate of Limited Partnership, dated April 19, 2013 has been duly executed and is filed pursuant to Section 17-201 of the Delaware Revised Uniform Limited Partnership Act (the “Act”) to form a limited partnership under the Act. 1. Name. The name of the limited partnership is: Marlin Mid |
