Page 8 of 10 SEC Filing
| CUSIP: 02752P100 | 13D | |
| 8 of 10 |
Under the terms of
the Purchase Agreement and pursuant to the terms of that certain Irrevocable Letter, dated October 14, 2014, signed by the Issuer
directing its transfer agent to issue the Subject Units to ESP and CME, directly and in escrow, on November 8, 2014 (the “Irrevocable
Letter”), ESP and CME obtained beneficial ownership of the Subject Units as of October 14, 2014, and record ownership of
the Subject Units on November 8, 2014 upon issuance thereof pursuant to the terms of the Irrevocable Letter. In connection with
the consummation of the transactions contemplated in the Purchase Agreement, ESP, CME and the Issuer entered into that certain
Securities Agreement dated as of October 14, 2014 by and among ESP, CME, and the Issuer (the “Securities Agreement”),
pursuant to which, among other things, the Subject Units are subject to restrictions on sale by ESP and CME. Copies of the Securities
Agreement and the Purchase Agreement are attached to that certain Schedule 13D of the Reporting Persons, filed October 14, 2014,
as Exhibits 99.2 and 99.5, respectively and are incorporated herein by reference. As a result of the transactions contemplated
in the Purchase Agreement and a reallocation of Common Units among ESP and CME to account for their respective satisfaction of
transaction related liabilities, ESP and CME held record and beneficial ownership of 6,188,326 Common Units and 704,605 Common
Units, respectively (237,341 of which were held by CME and the subject of shared dispositive power). 1,379,311 of these Common
Units were held in escrow, pursuant to the terms of an Escrow Agreement, dated October 14, 2014, by and among AMID, ESP, CME, and
Wells Fargo Bank National Association, a copy of which is attached to that certain Schedule 13D of the Reporting Persons, filed
October 14, 2014, as Exhibit 99.4, and is incorporated herein by reference (the “Escrow Agreement”). Pursuant to the
Escrow Agreement, the Common Units held in the escrow were subject to release to AMID for the satisfaction of certain indemnity
claims under the Purchase Agreement. Effective August 4, 2015, 278,137 Common Units and 66,691 Common Units were released to ESP
and CME, respectively, from the escrow established by the Escrow Agreement. On September 24, 2015, and October 24, 2015, CME distributed
210,899 Common Units and 253,934 Common Units, respectively, to its equity owners, none of whom are Reporting Persons.
On February 12, 2016,
AMID, ESP and CME entered into that certain Settlement and Mutual Release Agreement, dated February 12, 2016, whereby among other
transactions, the 1,034,483 Common Units remaining in the escrow established pursuant to the Escrow Agreement were released to
the Issuer, and ESP and CME released all claims thereto.
| ITEM 4. | PURPOSE OF TRANSACTION. |
Item 4 is hereby amended
by restating the first paragraph thereof as follows:
The Reporting Persons
acquired the Subject Units pursuant to the transactions contemplated in the Purchase Agreement and currently expect to sell the
Subject Units from time to time as market conditions warrant, subject to the terms of the Securities Agreement. The Management
Persons do not have a direct or indirect beneficial ownership interest in the Issuer.
| ITEM 5. | INTEREST IN SECURITIES OF THE ISSUER. |
Items 5(a) and (b)
are hereby amended and restated in their entireties as follows:
(a) As of the date
hereof, the Energy Spectrum Entities may be deemed to be the direct or indirect beneficial owners of 5,393,615
Common Units, representing approximately 17.72% of the Issuer’s outstanding Common Units, of which 5,353,915 are owned
of record by ESP, representing approximately 17.59% of the Issuer’s outstanding Common Units. The shares beneficially owned
by CME consist of 39,700 Common Units, representing approximately 0.13% of the Issuer’s outstanding Common Units, of which
all are owned of record by CME. The Energy Spectrum Entities may be deemed to be indirect beneficial owners of the 39,700 Common
Units owned by CME by virtue of James P. Benson serving as the manager of CME. In both cases the calculation of beneficial ownership
percentage is based on a total number of issued and outstanding Common Units of 30,425,829
(which is the number of shares listed as outstanding under the Issuer’s most recent 10-Q). The Management Persons
do not beneficially own any Common Units.
Other than as set forth
above, the Reporting Persons and Management Persons are not the beneficial owners of any Common Units individually.
(b) The Energy Spectrum
Entities have sole power to vote and dispose of 5,393,615 Common Units and shared
power to vote and dispose of 39,700 Common Units, which power is shared with CME.
