January 10 & 11, 2017 Cautionary Statement Legal Disclaimer - - PowerPoint PPT Presentation

Investor Presentation UBS MLP Conference January 10 & 11, 2017

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This presentation includes forward-looking statements. These statements relate to, among other things, projections of

• perational volumetrics and improvements, growth projects, cash flows and capital expenditures. We have used the words

"anticipate,” "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should," "will," "potential," and similar terms and phrases to identify forward-looking statements in this presentation. Although we believe the assumptions upon which these forward-looking statements are based are reasonable, any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could be incorrect. Our operations and future growth involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination

• f which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be
• correct. Actual results and trends in the future may differ materially from those suggested or implied by the forward-looking

statements depending on a variety of factors, which are described in greater detail in our filings with the SEC. Construction

• f projects described in this presentation is subject to risks beyond our control including cost overruns and delays resulting

from numerous factors. In addition, we face risks associated with the integration of acquired businesses, decreased liquidity, increased interest and other expenses, assumption of potential liabilities, diversion of management’s attention, and other risks associated with acquisitions and growth. Please see our Risk Factor disclosures included in our Annual Report on Form 10-K for the year ended December 31, 2015 filed on March 7, 2016 and on Form 10-Q for the quarter ended September 30, 2016 filed on November 08, 2016. All future written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the previous statements. This presentation speaks

• nly as of the date on the cover page. We undertake no obligation to update any information contained herein or to publicly

release the results of any revisions to any forward-looking statements that may be made to reflect events or circumstances that occur, or that we become aware of, after the date of this presentation. is presentation includes forward-looking statements. These statements relate to, among other things, projections

• f operational "believe," "could," "estimate," "expect," "intend," "may," "plan," "predict," "project," "should,"

Legal Disclaimer Cautionary Statement

Key Business Highlights

.

• Third quarter 2016 Adjusted EBITDA of $35.8 million

and Distributable Cash Flow of $24.4 million, an increase of 126% and 121%, from third quarter 2015

• Top-tier, third quarter distribution coverage of 1.9

times

• On October 24, 2016, American Midstream (“AMID”)

announced merger with JP Energy Partners creating a $2 billion enterprise value partnership

• On November 1, 2016, AMID announced the

acquisition of an incremental 6.2% interest in Delta House, a floating production system, bringing total

• wned interest to 20.1%
• AMID issued $300 million of 8.5% senior notes,

upon closing of the merger, net proceeds will be used to fully repay and terminate the JPEP credit facility and to partially repay outstanding indebtedness under AMID’s credit facility

• AMID asset footprint covers 10,000 square miles of

Gulf of Mexico production, and transports a total of 1.6 Bcf/d of natural gas, over 100,000 barrels per day of oil crude, and 45,000 barrels per day of NGLs

• Terminals segment contracted capacity averaged
• ver 2.2 million barrels

American Midstream Overview American Midstream Overview

Legal Disclaimer Legal Disclaimer American Midstream Overview Legal Disclaimer American Midstream Overview

American Midstream Partners, LP

($ millions except unit)

2016 Guidance

($ millions)

Growth Capital Expenditures 60 - 70 Adjusted EBITDA $125 - $135 Distributable Cash Flow 85 - 95

3 ¹ - as of 01/04/2017 ² - at quarter end 9/30/2016 ³ - at quarter end 9/30/2016 inclusive of Series D preferred issuance and acquisition of incremental 6.2% Delta House interest ⁴ - Inclusive of series A, C and D preferred units ⁵ - For the quarter ended 9/30/2016. See slide 36 for reconciliation of non-GAAP Adjusted EBITDA to GAAP net income.

2016 Total Return

• 50%

0% 50% 100% 150% 200% 1/1/2016 4/1/2016 7/1/2016 10/1/2016 1/1/2017 Alerian Index S&P Index American Midstream 12/31/2016

Market capitalization¹ 569 $ Distribution coverage² 1.9x Equity yield¹ 9.0% 8.5% 2021 senior unsecured note yield¹ 8.1% TTM compliance Adjusted EBITDA⁵ 154 $ Total indebtedness² 673 $ Pro forma leverage³ 4.0x Total outstanding units (millions)⁴ 52.8

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AMID has Stable, Fee-based Cash Flow

• 92% of gross margin expected to be derived from

fee-based and fixed-margin contracts, minimizing direct commodity exposure

• Cash flow supported by significant acreage / life-of-

lease dedications and firm transportation and storage contracts

• Diverse and creditworthy customer base includes

supermajors, independent producers, LDCs, utilities, industrial end-users, refiners, chemical manufacturers and marketers

Fee-based cash flow information from Wells Fargo January 2017 MLP Monthly

American Midstream / JP Energy Transaction Overview

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Transaction at a Glance

AMID to issue units to JPEP unitholders at 0.5775x exchange ratio

Transaction Overview

• AMID units issued to JPEP public unitholders

at 0.5775x:1 exchange ratio

• General partner of JPEP merged into AMID

general partner, AMID IDRs unchanged

• AMID Series A Preferred Units restructured to

pay distributions equal to common units

• Annual synergies of at least $10 million from

elimination of duplicative public company costs and certain operational benefits Sponsor Support

• ArcLight affiliates to provide merger support

up to $25 million to target ~5% DCF per unit accretion to unitholders in 2017 and 2018

• ArcLight affiliates will also reimburse JPEP’s

transaction and transition costs

• AMID exchange ratio for ArcLight’s JPEP

units of 0.5225x:1, adding further value to JPEP public unitholders by enabling them to receive a higher exchange ratio

ArcLight Management & Affiliates Other Investors American Midstream Partners GP (“AMID GP”) American Midstream Partners LP (NYSE: AMID) JP Energy Partners LP (NYSE: JPEP)

Sponsor commitment up to $25 million to support DCF accretion JPEP transaction and transition cost support New AMID units issued at 0.5775x:1 exchange ratio for JPEP public unitholders Contribution of assets / interests

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Increase Scale & Diversification

Larger scale grows our opportunity in the market

• Significantly expands company size and service offerings
• ~$185 million expected pro-forma 2016 Adjusted EBITDA
• ~$2.1 billion pro-forma enterprise value
• Meaningfully expands our reach and value to current and potential customers
• Stronger marketplace liquidity; better access to long-term capital; pro-forma float of ~$644 million
• Increases number and type of potential acquisitions, improves competitiveness in the market

Enhancing Our Competitive Position Through Scale

Onshore G&P, 23% Offshore, 42% Transmission, 6% Terminals, 17% NGL Distribution, 12%

Diversification Across Segments

% of FY17 Pro Forma Adjusted EBITDA

Strong & Expanding Customer Base

Producers End Markets

Note: Expected pro-forma Adjusted EBITDA represents combined 2016 announced midpoint of guidance and run-rate synergies of at least $10 million. Pro-forma enterprise value as of 14/2017. Pro-forma float based on pro-forma public common unit count of 35.3 million and unit price of $18.25 per unit as of 1/4/2017

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Transmission Terminals

• Capitalize on access to Northeast supply to increase market demand and expand footprint
• Capture Southeast and Louisiana market share traditionally served by Gulf Coast pipelines
• Pursue additional storage infrastructure in proximity to crude/refined product /chemical flows and

near demand centers

• Expand geographically and rationalize logistics costs
• Leverage JPEP logistics/trucking expertise within AMID’s East Texas operations to expand footprint

Develop Commercial and Acquisition Opportunities

• Combine pipeline and truck transportation capabilities to increase upstream connections,

processing capabilities, and downstream market options

Offshore

• Actively build an integrated system with multiple market options particularly in the deep-water

Leverage Complementary Assets

A clear strategy for midstream opportunities across the value chain

NGL Distribution

• Enhance critical mass with robust

pipeline of commercial and M&A

• pportunities adjacent to existing

footprint

• Link wellhead gathering, gas

processing, and NGL production with direct access to downstream consumers (seasonal butane supply for gasoline blending, year-round propane supply)

• Leverage trucking capacity to
• ptimize costs and secure

additional NGL and condensate barrels for processing

• Integrate commercial, logistics

and operations in Eagle Ford and Permian Onshore G&P Participate in Entire Value Chain Extend Customer Reach

Segment Level Strategy

40% 16% 13% 17% 14%

Offshore Onshore G&P Transmission Terminals NGL Distribution & Sales

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AMID and JPEP Partnership Overview

2016E Cash Flow by Division 1

Offshore

• Deep-water and shallow-water Gulf of Mexico and

Gulf Coast natural gas, crude oil, NGL and saltwater pipelines

• Fee-based, semi-submersible floating production

system in prolific Mississippi Canyon Onshore G&P

• 11 natural gas and crude oil gathering systems,

7 processing plants, 4 fractionation facilities and a fleet of crude oil gathering trucks

• Primarily located in the Permian, Cotton Valley /

Haynesville, Eagle Ford and Bakken Transmission

• 3 interstate and 7 intrastate natural gas transmission

systems with 2.5 Bcf/d of capacity

• Located in Alabama, Louisiana, Mississippi and

Tennessee Terminals

• 6.7 MMBbls of above-ground liquids storage capacity

across 3 marine terminals, 2 refined products terminals and one crude oil storage facility NGL Distribution & Sales

• Distribution network of 43 customer service locations

and 28 regulated central distribution systems

• 3rd largest cylinder exchange business in the U.S.

Diversification and integration along midstream value chain maximizes molecular control

1 Based on 2016E Adjusted EBITDA before G&A

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1 Pro forma enterprise value as of 1/4/2017

AMID and JPEP to merge, creating a diversified midstream partnership

• AMID and JPEP have executed a merger agreement, whereby AMID will merge with JPEP in a unit-for-unit

exchange

• Transformational combination creates a diversified partnership with an ~$2.1 billion enterprise value1

Transaction improves financial position, consolidates GP ownership and accelerates growth trajectory

• Increased scale enhances access to capital and improves ability to pursue organic growth opportunities and

accretive acquisitions

• Pro forma net leverage of 3.8x
• Large platform enhances ability to drive efficiencies; complementary business activities provide attractive

synergy opportunities

• Establish path to mid-single digit distribution growth over the long-term

Expect transaction to close in Q1 2017

• Merger has been unanimously approved by special committee of AMID plus full Board of AMID and JPEP
• Targeting Q1 2017 closing, pending required approvals and JPEP unitholder vote

A Merger of Growth and Diversification

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Strategically Located Assets

Strong asset footprint in leading basins: Permian, Eagle Ford, Bakken, East Texas and Gulf Coast

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Track Record of Tactical Growth at Attractive Multiples

• Drop-down of 12.9%

interest in Delta House for $162MM

• Financed with public

equity offering and AMID credit facility

• Acquisition of 66.7%

interest in offshore crude

• il gathering system for

$12MM

• Financed with AMID

credit facility

• Concurrent with

ArcLight’s purchase of 90% of AMID GP and 100% of AMID subordinated units

• Drop-down of High Point

System along with $15MM cash in exchange for $90MM of Series A Preferred Units issued to ArcLight High Point System MPOG

• $470MM acquisition of

Costar, including assets in East Texas, Permian and Bakken

• Financed with equity

issued to seller, PIPE

• ffering and AMID credit

facility Costar Delta House

• Drop-down of 4 marine

terminal sites for $64MM

• Financed with public

equity offering, equity issued to ArcLight and AMID credit facility Blackwater Terminal

Drop-downs 3rd party acquisitions

• Acquisition of incremental

6.2% interest in Delta House for $49MM

• Financed with Series D

Preferred Units issued to ArcLight and AMID credit facility Delta House (4Q16) $214MM aggregate purchase price financed with $120MM Series C Preferred Units issued to ArcLight and AMID credit facility

• Drop-down of incremental

1% interest in Delta House for $10MM Delta House

• Acquisition of 49.7%

interest in Destin pipeline, 66.7% in Okeanos pipeline, 60% interest in American Panther for GoM Assets

• Acquisition of 16.7%

interest in Tri-States pipeline and 25.3% interest in Wilprise pipeline Tri-States and Wilprise

• Acquisition of Lavaca

System for $104MM

• Financed with public

equity offering and Series B Units issued to ArcLight Lavaca System 2013 2014 2016 2015

Over $1.1 billion of growth transactions completed at ~8x multiple

Strategic Asset Portfolio

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AMID’s Integrated Gulf of Mexico Platform

• Integrated midstream platform focused on the Deepwater Gulf of Mexico (Mississippi Canyon, Viosca Knoll and Main Pass)
• Ability to interconnect with various AMID systems located in the shallow water and Gulf coast regions
• AMID’s pipeline assets cover 10,000 square miles of offshore production, with a focus on the Mississippi Canyon region:
• Most prolific development area, accounting for 31% of GoM reserves and 31% of GoM production 1
• Most active development area, with 8 out of 22 GoM drilling rigs currently operating in the region 2
• AMID’s integrated offshore assets provide deepwater producers with downstream optionality, with ability to access natural gas processing

markets at Destin/Pascagoula (via Destin Pipeline) as well as Venice and Toca (both via High Point)

Deepwater Systems Asset Ownership Asset Type Division Delta House 20.1% FPS Offshore Destin 49.7% Gas Pipeline Offshore Okeanos 66.7% Gas Pipeline Offshore Main Pass Oil Gathering 66.7% Oil Pipeline Offshore Shallow Water Systems Asset Ownership Asset Type Division High Point 100.0% Gas Pipeline Transmission Quivira 100.0% Gas Pipeline Onshore G&P American Panther 60.0% Gas / Oil Pipelines Offshore Burns Point 50.0% Processing Plant Onshore G&P Gulf Coast Systems Asset Ownership Asset Type Division Tri-States 16.7% NGL Pipeline Offshore Wilprise 25.3% NGL Pipeline Offshore Chalmette 100.0% Gas Pipeline Transmission Gloria & Lafitte 100.0% Gas Pipeline Onshore G&P

1 Based on reserves as of 12/31/2014 and 2015 production statistics (as reported by the Bureau of Ocean Energy Management). 2 As of 12/1/2016 (as reported by Baker Hughes)

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Gulf of Mexico Development Activity

• Approximately 40% of active Gulf of Mexico rigs are near

AMID’s assets in the Mississippi Canyon

• Companies are citing break-even economics of <$50/Bbl for

standalone projects and <$40/Bbl for tie-backs

• 10 major standalone projects where FID could be taken in the

next 12 to 18 months with >4BBoe and 20 potential tie-backs with >2BBoe

• In 2016, GOM production has risen by 11% y/y to 1.6 MMBbl/d;

GOM production rose by 10% in 2015

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Delta House Overview

• Fee-based, semi-submersible floating production system and

associated oil and gas export pipelines located in the highly prolific Mississippi Canyon region (MC254) of the deepwater Gulf of Mexico

• Operated by LLOG, one of the leading producers in the

Gulf of Mexico

• AMID owns a 20.1% interest
• Nameplate capacity: 80 MBbl/d oil and 200 MMcf/d gas
• Peak capacity: 100 MBbl/d oil and 240 MMcf/d gas
• Commenced operations in April 2015
• 11th LLOG-operated tie-back completed mid-October

2016, bringing Delta House to peak capacity

• Additional tie-backs currently being evaluated, which

would keep Delta House operating at peak capacity for the foreseeable future

• Supported by long-term, volumetric-tiered, fee-based tariffs

with ship-or-pay components and life-of-lease dedications with investment grade, well positioned counterparties

• Directly connected to the Destin Pipeline, providing AMID

additional fee-based revenue streams

Operating at peak capacity and underpinned by some of the leading Gulf of Mexico producers

27 53 65 71 64 67 72 64 117 138 153 162 177 194

• 40

80 120 160 200

• 20

40 60 80 100 120 Q2 2015 Q3 2015 Q4 2015 Q1 2016 Q2 2016 Q3 2016 Oct-16 MMcf/d MBbbl/d Crude Oil (left axis) Natural Gas (right axis)

Nameplate capacity (oil): 80 MBbl/d Nameplate capacity (gas): 200 MMcf/d

Note: Q2 2016 volumes affected by scheduled pipeline maintenance during June (11 days)

Historical Volume Throughput (Gross)

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Integrated Deepwater Gulf of Mexico Platform

J 11 12 13 A B C D E 2 3 4 5 6 7 9 H F 8 10 DH K I G

Delta House FPS Destin Pipeline Okeanos Pipeline High Point Third-Party Pipelines

DH

AMID Receipt Points Development Activity

Destin Pipeline Recently Completed Platform / Interconnect Operator Block Field Onstream Operator Block DH Delta House LLOG MC 254 A Marmalard 2Q 2015 LLOG MC 300 2 Pompano Stone Energy VK 989 B Son of Bluto 2 2Q 2015 LLOG MC 431 3 Gemini Cox Operating VK 900 C Big Bend 4Q 2015 Noble Energy MC 698 4 Main Pass 281 EnVen Energy MP 281 D Dantzler 4Q 2015 Noble Energy MC 782 5 Main Pass 283 W & T Offshore MP 283 E Amethyst 4Q 2015 Stone Energy MC 26 6 Horn Mountain Freeport McMoRan 1 MC 127 F Otis 2Q 2016 LLOG MC 79 7 Marlin Freeport McMoRan 1 VK 915 G Odd Job 4Q 2016 Deep Gulf Energy MC 214/215 8 Spirit Fieldwood Energy VK 780 9 Canyon Station (Transco) Williams Partners MP 261 10 Viosca Knoll Gathering Genesis Energy MP 260 Okeanos Pipeline Ongoing Platform / Interconnect Operator Block Field Onstream Operator Block 11 Na Kika BP MC 474 H Horn Mountain Deep 2016E Freeport McMoRan 1 MC 126/127 12 Thunder Hawk Noble Energy MC 736 I Thunder Horse South 2017E BP MC 777/778 13 Thunder Horse BP MC 777/778 J Crown and Anchor 2017/18E LLOG VK 959 K Appomattox 2020E Shell MC 392

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Acquisition by Anadarko Petroleum pending

529 551 410 510 224 229 153 206 151 136 269 313 100 200 300 400 500 600 Q1 2016 Q2 2016 Q3 2016 Oct-16 thousand mmBtu/d Destin (Offshore) Okeanos High Point

Historical Natural Gas Volume Throughput

Deepwater Systems Asset Ownership Asset Type Mileage Capacity Delta House 20.1% FPS NA 100 MBbl/d / 240 MMcf/d Destin 49.7% Gas Pipeline 255 1.2 Bcf/d Okeanos 66.7% Gas Pipeline 100 1.0 Bcf/d Main Pass Oil Gathering 66.7% Oil Pipeline 100 160 MBbl/d

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Onshore G&P Overview

Business Overview

• Assets located in some of the most prolific producing

basins including the Permian, Cotton Valley / Haynesville, Eagle Ford and Bakken

• Over 1,565 miles of high- and low-pressure natural

gas and crude oil gathering systems

• 7 processing plants with ~325 MMcf/d of capacity
• 4 fractionation facilities with 17 MBbl/d of capacity
• Fleet of 62 crude oil gathering trucks
• Significant acreage dedications in the Permian, Eagle

Ford and Bakken

• Connectivity to production fields, processing and

fractionation facilities and end-users via pipelines, truck and rail

• Diversified customer base across the value chain

Top Onshore G&P Customers

G&P NGL Supply Liquid Sales

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Expanding Permian Position

Silver Dollar Pipeline

• ~157-mile, crude oil gathering system with ~130 MBbl/d of

throughput capacity and ~140 MBbls of storage capacity

• Serves production from the Spraberry and Wolfcamp formations in

the Midland Basin

• Anchor producers control ~360,000 net acres and are accelerating

drilling and completion activity in 2H 2016 with additional growth potential from nearby producers

• 3 interconnects to 3rd party, long-haul pipelines (Plains Spraberry,

Occidental Centurion Cline Shale and Magellan Longhorn pipelines) Yellow Rose

• ~47-mile rich-gas gathering system and 40 MMcf/d cryogenic

processing plant located in Martin County, TX Mesquite

• Contractual agreement with EnLink Midstream Partners for

fractionalization and stabilization services at EnLink’s Mesquite facility:

• Rail terminal, 5 MBbl/d condensate stabilization facility and 5

MBbl/d off-spec NGL fractionator

Silver Dollar Pipeline Yellow Rose / Mesquite

Note: Rig locations as reported by Baker Hughes (as of 12/1/2016)

Ability to leverage JPEP’s trucking capabilities to drive increased utilization

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East Texas – Capturing the Full Value Chain

• Process for over 30 rich and lean gas producers
• Over 50 truck NGL supply sources
• Rail terminal commissioned 1Q 2016
• 8 supply sources to date
• Key delivery source to Eastman’s local ethylene

production

• Eastman will support more C2 production
• 1 – 2 rigs planned in area (Cotton Valley / Haynesville

Shale)

Off and On- spec NGLs Condensate

Eastman Local Markets Stabilized

Condensates

Mount Belvieu Beaumont Gulf South HPL

Residue Gas

Rich & Lean Gas from Local Producers Local Markets

C3

Chapel Hill

C4 / C5

Inflow to AMID Outflow from AMID XTO Gas Processors

Truck and rail

Producers

Truck and rail Y-Grade E / P

Longview

B / G Mix

Longview & Chapel Hill Growth

• Secure gas processing and control of liquids from new

drilling

• Consolidate Chapel Hill into Longview to increase NGL

recoveries

• Enhance overall C2 recoveries
• Increase on-spec processing and rail volumes
• Increase selling prices for C2 to local outlets and for BG

Mix into winter gasoline blending market

Residue Gas

697 694 635 695 633 714 125 250 375 500 625 750 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 MMcf/d 21

Business Overview

• Transmission assets supply natural gas to industrial

end-users, local distribution companies, municipalities, power plants and other interstate pipelines throughout Alabama, Louisiana, Mississippi and Tennessee

• FERC-regulated interstate and unregulated intrastate

pipelines with 2.5 Bcf/d of capacity

• 100% fixed-fee revenue with investment-grade

counterparties

• 1.1 Bcf/d contracted under long-term firm transportation

agreements with weighted-average remaining life of 3 years

Transmission Overview

Quarterly Average Transmission Throughput

LOUISIANA MISSISSIPPI ALABAMA TENNESSEE Bamagas Trigas AlaTenn MLGT Midla Magnolia High Point Chalmette

Note: Quarterly average transmission throughput excludes Magnolia system

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Terminals Asset Overview

Business Overview

• Strategically located storage terminals in key demand markets, primarily serving local refiners and chemical manufacturers
• 6.7 MMBbls of above-ground liquids storage capacity across 6 terminal sites
• Ability to store a wide variety of products including refined products, agricultural products, specialty chemicals and crude oil
• Terminals accessible by pipeline, ships, barges, railcars and trucks
• 100% of cash flow is fee-based, primarily under take-or-pay firm storage contracts
• Additional fee-based cash flow generated via receipt and disbursement throughput and ancillary services such as

blending, steam heating, truck weighing, etc.

Westwego Harvey Brunswick

AMID legacy terminals JPEP legacy terminals

North Little Rock Caddo Mills Cushing

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Harvey Organic Growth Project

Expansion Project

• Management is evaluating the development of 1.35 MMBbls of

additional tank storage

• (8) 100 MBbl tanks
• (11) 50 MBbl tanks
• Additional rail capacity and second deep water ship berth that

will have a draft of greater than 50 feet

• Site plan approval received from Jefferson Parish in mid-

October 2016

• $50 to $60 million capital cost over the next 3 years could

bring total site capacity to ~2.5 MMBbls Harvey Terminal Harvey Terminal Summary

• Currently 1.1 MMBbls of storage capacity, with a utilization rate of greater than 98%
• Steady demand for storage capacity in the Port of New Orleans
• Well-positioned on the Mississippi River to serve a diverse customer base, including local refiners, chemical manufacturers and

product distributors

• Flexibility to store a wide variety of products including distillates, fuel oil, petroleum feedstocks, commodity, agricultural and specialty

chemicals

• Full modal access for ships, barges, railcars and tank trucks to serve both the domestic and import/export markets

Financial Strength

$32 $46 $66 $165 $34 $32 $47 $50 $10 $66 $77 $113 $225 $0 $50 $100 $150 $200 $250 FY 2013 FY 2014 FY 2015 PF 9/30/16 Synergies JPEP AMID

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25 3.1x 4.5x 3.8x 3.5x 0.0x 1.0x 2.0x 3.0x 4.0x 5.0x JPEP AMID Pro Forma Long-Term Target

1 Pro forma 9/30/16 EBITDA is AMID LTM 9/30/16 compliance EBITDA plus $11 million adjustment for Delta House acquisition on 10/31/16; JPEP LTM 9/30/16 Adjusted EBITDA;

and $10 million in estimated run-rate synergies based on current Management assumptions, which may be materially different than actual results. Compliance EBITDA and Adjusted EBITDA are non-GAAP measures. See slides 37 and 37 for a reconciliation to Net Income

2 Net leverage and liquidity as of 9/30/16; long-term target leverage and liquidity are pro forma for the merger

Conservative Financial Profile

Adjusted EBITDA 1 Net Leverage 2 Liquidity 2

$103 $75 $181 $250 $0 $60 $120 $180 $240 $300 JPEP AMID Pro Forma Long-Term Target

($ in millions) ($ in millions)

Target long-term leverage of 3.5x and liquidity of $250+ million

1

Potential non-core asset sales further enhance liquidity

2

Target ~1.2-1.3x distribution coverage with ~5% distribution growth in 2017 and 2018

3

Continue to finance growth opportunities with a conservative mix of debt and equity

4

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Financial Strategy Designed for Growth

Distribution Coverage

• 2017E and 2018E target distribution coverage of ~1.2-1.3x
• ArcLight to provide up to $25 million of merger support to target ~5% DCF per unit accretion in

2017 and 2018 Capital Markets

• Over $1.1 billion of drop-downs and acquisitions since 2013 at approximately an eight times

multiple

• Increased scale provides access to multiple capital markets options
• Merger increases trading liquidity and public float that accommodates greater institutional float

Leverage

• Pro forma for JP Energy merger, additional 6.2% interest in Delta House and Series D preferred

issuance, net leverage would be approximately 3.8x

• Long-term target leverage of 3.5x

Liquidity

• Pro forma for bond issuance and JP Energy merger, liquidity would be approximately $181

million and long-term target of $250+ million provides flexibility to opportunistically pursue

• rganic growth projects or bolt-on acquisitions with a conservative mix of debt and equity
• Optionality to divest non-core assets to enhance liquidity and re-deploy into core areas

Strong Support from Strategic Sponsor ArcLight

• Will own 100% of the GP/IDRs and 49% of the LP units pro forma for the merger
• Restructured Series A preferred units to reduce minimum annual distribution to LP unit MQD
• Proven willingness to finance strategic transaction with equity investments, including convertible

preferred units with paid-in-kind distribution features

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Demonstrated Support from Strategic Sponsor

• ArcLight Capital Partners, LLC is a leading energy-focused investment firm formed

in 2001

• 29-person investment team that targets midstream, power and production
• pportunities with significant current income and meaningful downside

protection and substantial growth potential

• Since inception, ArcLight has invested approximately $17 billion in 101

transactions generating strong realized returns across diverse market cycles

• The firm has invested over $6.5 billion in 21 deals in the midstream

infrastructure sector, including pipelines, storage terminals and gathering / processing systems

• Pro forma for the merger, ArcLight will own 94% of AMID GP and 50% of AMID LP

units

• Highly supportive of merger with agreement to exchange JPEP LP units at

3.6% premium (vs. 14.5% public premium), provide merger support up to $25 million and reimburse JPEP’s transaction and transition costs

• Restructured Series A Preferred Units to reduce minimum distribution to LP

unit MQD ($0.4125 per unit)

• Forgone IDR distributions until AMID returns to LP unit distribution growth
• $0.5 – $1.0 billion M&A pipeline actively supported by ArcLight; inventory of

potential drop-down assets, including additional interests in Delta House

• Previous drop-downs and 3rd party acquisitions funded with equity issued to

ArcLight, including convertible preferred units with the ability to PIK distributions

• $75 million AMID LP unit repurchase program ($12 million repurchased to date)

AMID Support Select Portfolio Companies

Note: Logos represent selected current portfolio companies. Not all ArcLight portfolio investments have the characteristics of these listed above. For more information on current and former ArcLight investments, please visit www.arclightcapital.com

Appendix: Partnership Overview

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Offshore Assets

Delta House Lake Washington South Facility Gate 6 Facility

High Point Quivira / Burns Point Destin & Okeanos Delta House Main Pass Oil American Panther (1) Product Gas Gas Gas Oil & Gas Oil Oil & Gas Ownership 100.0% Quivira 100.0% Burns Point 50.0% Destin 49.7% Okeanos 66.7% 20.1% 66.7% 60.0% Operator AMID AMID (Quivira) EPD (Burns Point) AMID LLOG Panther Midstream Panther (Oil) AMID (Gas) Capacity 1.1 Bcf/d 160 MMcf/d 1.2 Bcf/d 80,000 Bbl/d 200 MMcf/d 160,000 Bbl/d Various Location SE Louisiana, Main Pass, Mississippi Canyon, Viosca Knoll, West Delta SE Louisiana Mississippi, Viosca Knoll, Main Pass, Mississippi Canyon Mississippi Canyon Mississippi Canyon, Main Pass, Viosca Knoll SE Louisiana and GOM Shelf Facilities 800 miles of FERC-regulated & unregulated gathering pipelines 35 miles of gathering pipelines, cryogenic processing plant 360 miles of FERC-regulated & unregulated gathering pipelines Semi-submersible floating production system; 60 miles of

• il and gas gathering pipelines,

11 wells online with life-of-lease dedication 100 miles of oil gathering pipelines 200 miles of oil and gas gathering pipelines AMID operates ~110 miles of natural gas and saltwater pipelines, including HGGS Key Customers Phillips 66, W&T, Energy XXI, Fieldwood, Stone, Cox Operating, Enven, Upstream Contango Oil & Gas, PetroQuest, Cox Operating BP, Exxon, Anadarko, LLOG, Eni, Stone, Shell, FPL, Duke, Chevron LLOG, Ridgewood, Deep Gulf Anadarko, LLOG, Noble Cox Operating Contract >75% long-term; life-of-lease dedication 90% life-of-lease dedication 90% long-term; life-of-lease dedication 100% long-term; life-of-lease dedication 100% life-of-lease dedication 100% long-term

(1) AMID expected to acquire the remaining interest in American Panther in Q4 2016 and assume operatorship of all assets

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Onshore G&P Assets

Longview Longview Rail Chatom

Eagle Ford East Texas Bakken Permian Gulf Coast Product Gas Gas, NGLs, Condensate Oil Gas, NGLs, Condensate Gas, NGLs, Condensate Capacity 220 MMcf/d 70 MMcf/d gas processing, 10 MBbl/d NGL fractionation 40 MBbl/d 40 MMcf/d gas processing, 8 MBbl/d NGL processing 25 MMcf/d gas processing, 2 MBbl/d NGL fractionation Location Lavaca County, TX Gregg, Rusk, Smith Counties, TX McKenzie County, ND Martin, Andrews, Dawson, Gaines Counties, TX Chatom, AL Bazor, MS South LA and MS Facilities 200 mile gathering system, 30,000 HP compression 710 mile low & high pressure gathering system, gas well & oil processing, depropanizer 50 mile gathering system, truck rack, H2S removal, refinery & pipe connectivity 50 mile gathering system, 5,000 HP compression, off-spec NGL processing, pipeline connectivity, H2S treating 100 mile gathering system, sour gas processing, depropanizer and debutanizer, 90 MBbl/d NGL pipeline, 191-mile FERC-regulated NGL pipelines Key Customers Penn Virginia, Devon XTO, Linn, Targa, Eastman Newfield, Trafigura AJAX, Energy Transfer Venture, Enterprise Acreage Dedication 70,000 acres

• 24,000 acres

30,000 acres

31 Harvey Westwego Brunswick Caddo Mills North Little Rock Cushing Location Harvey, LA (Port of New Orleans) Westwego, LA (Port of New Orleans) Brunswick, GA (Port of Brunswick) Caddo Mills, TX (Dallas / Ft. Worth Area) North Little Rock, AR Cushing, OK Product Petroleum / Chemical Chemical / Agricultural Chemical / Agricultural Refined Products Refined Products Crude Oil Current Capacity 1,110 MBbls 1,045 MBbls 221 MBbls 770 MBbls 550 MBbls 3,000 MBbls Facilities 33 above-ground storage tanks 48 above-ground storage tanks 5 above-ground storage tanks 10 above-ground storage tanks 11 above-ground storage tanks 5 above-ground storage tanks Transportation Modes Truck, railcar, water vessel Truck, railcar, water vessel Truck, railcar, water vessel Truck and pipeline Truck, railcar, pipeline Pipeline Key Customers Commodity brokers, refiners and chemical manufacturers Commodity brokers, refiners and chemical manufacturers Commodity brokers, refiners and chemical manufacturers Retail fuel distributors, refiners and marketers Retail fuel distributors, refiners and marketers Crude marketer and trader

Terminals Asset Overview

1,449 1,588 1,589 1,519 2,018 2,224 218 196 212 282 133 118 87% 89% 88% 84% 94% 95% 0% 20% 40% 60% 80% 100% 550 1,100 1,650 2,200 2,750 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 Utilization (%) MBbls Contracted Capacity Uncontracted Capacity Storage Utilization

AMID Quarterly Terminal Utilization JPEP Quarterly Terminal & Storage Throughput 1

61 67 56 59 59 56 20 40 60 80 100 2Q15 3Q15 4Q15 1Q16 2Q16 3Q16 MBbls/d

1 Includes Caddo Mills and North Little Rock. Does not include Cushing

High Point Midla/MLGT AlaTenn/Bamagas/TriGas Magnolia Location Onshore and Offshore Southeast Louisiana Louisiana and Mississippi North Alabama South Alabama Product Natural gas Natural gas Natural gas Natural gas Capacity 1,120 MMcf/d 518 MMcf/d 710 MMcf/d 120 MMcf/d Facilities 574 miles of FERC-regulated interstate pipelines and non- jurisdictional gathering pipelines that primarily serve Gulf of Mexico producers 432 miles of FERC-regulated interstate and intrastate pipelines that serve various power plants, local distribution companies and industrial end-users 383 miles of FERC-regulated interstate and intrastate pipelines that serve various power plants, local distribution companies and industrial end-users 116 miles of intrastate pipelines that provides FERC jurisdictional interstate service, transports gas from central Alabama to SE markets Key Customers BP, Cox, Fieldwood, Noble, Shell, Stone, W&T Exxon, Entergy, Atmos, Georgia Pacific, Sequent Huntsville, Athens, NAGD, Ascend Chemical, BP, TVA, Calpine, LS Power Tenaska, Interconn, Spotlight, PGP, Infinite, Rainbow, Saga Petroleum

32

Transmission Assets & Organic Growth Projects

Interconnects

• Leverage existing interconnects with Texas Eastern, Tennessee Gas, Columbia Gas, and Transco to supply

cheaper North East natural gas supply to other large long-haul pipelines serving Southeast markets

• AlaTenn interconnects will increase overall firm transportation agreements by 35%

Repurpose Assets

• Midla-Natchez Lateral – FERC approved retirement and replacement of 12”, 50-mile Midla pipeline underpinned

by multiple long-term firm transportation agreements

• High Point – filed FERC application to repurpose an underutilized gas pipeline and convert to NGL service

Note: Chart excludes the Chalmette System, a 39-mile intrastate pipeline with 125 MMcf/d of capacity

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Interest Overview System Interest Held Pipeline (miles) Product Design Capacity Delta House 13.9%

• Destin

49.7% 255 Natural Gas 1.2 Bcf/d Okeanos 66.7% 100 Natural Gas 1.0 Bcf/d Wilprise 25.3% 30 Liquids 60,000 Bbls/d Tri-States 16.7% 161 Liquids 80,000 Bbls/d Other 60.0% 200 Natural Gas / Saltwater n/a Main Pass Oil Gathering 66.7% 98 Oil 160,000 Bbls/d

Delta House Floating Production System

Delta House

• Floating production system located in the Mississippi Canyon region in

deepwater Gulf of Mexico; operated by LLOG exploration

• 10 wells online with life-of-lease dedication for production handling and a

fixed fee-based structure on oil and gas export pipelines

• Nameplate capacity of 80,000 Bbl/d oil and 200 MMcf/d of gas and peak

processing capacity of 100,000 Bbl/d oil and 240 MMcf/d of gas Destin

• FERC-regulated gas pipeline
• 120-mile offshore portion moves gas from producing platforms, including

Delta House to MP260 and continuing to Pascagoula processing plant

• 135-mile onshore portion transports gas to multiple pipelines and storage

facilities in Mississippi Okeanos

• Gas gathering system that connects multiple producer platforms to MP260

Tri-States and Wilprise

• FERC-regulated NGL pipelines
• Tri-States receives gas from three plants and terminates at Kenner

Junction, feeding one fractionation facility and two NGL pipelines

• Tri-States connects to Wilprise pipeline at Kenner Junction and terminates

in Sorrento, Louisiana Other

• Joint venture with Panther of natural gas, oil, and saltwater pipelines;

acquired from Chevron

• AMID to operate ~110 miles of natural gas and saltwater pipelines,

including Henry Gas Gathering System Main Pass Oil Gathering

• Joint venture with Panther
• Crude gathering system located offshore southeast Louisiana

Legal Disclaimer

Gulf of Mexico Joint Ventures and Investments

Appendix: Non-GAAP Financial Measures

35

This presentation includes forecasted and historical non-GAAP financial measures, including “Gross Margin,” “Adjusted EBITDA” and “Distributable Cash Flow.” Each has important limitations as an analytical tool because it excludes some, but not all, items that affect the most directly comparable GAAP financial measures. Management compensates for the limitations of these non-GAAP financial measures as analytical tools by reviewing the nearest comparable GAAP financial measures, understanding the differences between the measures and incorporating these data points into management’s decision-making process. You should not consider any of gross margin, Adjusted EBITDA or DCF in isolation or as a substitute for or more meaningful than our results as reported under GAAP. Gross margin, Adjusted EBITDA and DCF may be defined differently by other companies in our industry. Our definitions of these non-GAAP financial measures may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. We define Adjusted EBITDA as net income (loss) attributable to the Partnership, plus interest expense, income tax expense, depreciation, amortization and accretion expense, certain non-cash charges such as non-cash equity compensation expense, unrealized losses on commodity derivative contracts, debt issuance costs, return of capital from unconsolidated affiliates, transaction expenses and selected charges that are unusual or nonrecurring, less interest income, income tax benefit, unrealized gains on commodity derivative contracts, and selected gains that are unusual or nonrecurring. The GAAP measure most directly comparable to our performance measure Adjusted EBITDA is Net income (loss) attributable to the Partnership. DCF is a significant performance metric used by us and by external users of the Partnership's financial statements, such as investors, commercial banks and research analysts, to compare basic cash flows generated by us to the cash distributions we expect to pay the Partnership's unitholders. Using this metric, management and external users of the Partnership's financial statements can compute the coverage ratio of estimated cash flows to planned cash distributions. DCF is also an important financial measure for the Partnership's unitholders since it serves as an indicator of the Partnership's success in providing a cash return on investment. Specifically, this financial measure may indicate to investors whether we are generating cash flow at a level that can sustain or support an increase in the Partnership's quarterly distribution rates. DCF is also a quantitative standard used throughout the investment community with respect to publicly traded partnerships and limited liability companies because the value of a unit of such an entity is generally determined by the unit's yield (which in turn is based on the amount of cash distributions the entity pays to a unitholder). DCF will not reflect changes in working capital balances. We define DCF as Adjusted EBITDA plus interest income, less cash paid for interest expense, normalized maintenance capital expenditures, and dividends related to the Series A and Series C convertible preferred units. The GAAP financial measure most comparable to DCF is Net income (loss) attributable to the Partnership. The GAAP measure most directly comparable to forecasted Adjusted EBITDA and DCF is forecasted net income (loss) attributable to the Partnership. Net income (loss) attributable to the Partnership is forecasted to be approximately $20 million to $25 million in 2016. Segment gross margin and gross margin are metrics that we use to evaluate our performance. We define segment gross margin in our Gathering and Processing segment as revenue generated from gathering and processing operations and realized gains or (losses) on commodity derivatives, less the cost of natural gas, crude oil, NGLs and condensate purchased and revenue from construction,

• perating and maintenance agreements ("COMA"). Revenue includes revenue generated from fixed fees associated with the gathering and treatment of natural gas and crude oil and from the sale of

natural gas, crude oil, NGLs and condensate resulting from gathering and processing activities under fixed-margin and percent-of-proceeds arrangements. The cost of natural gas, NGLs and condensate includes volumes of natural gas, NGLs and condensate remitted back to producers pursuant to percent-of-proceeds arrangements and the cost of natural gas purchased for our own account, including pursuant to fixed-margin arrangements. We define segment gross margin in our Transmission segment as revenue generated from firm and interruptible transportation agreements and fixed-margin arrangements, plus other related fees, less the cost of natural gas purchased in connection with fixed-margin arrangements. Substantially all of our gross margin in this segment is fee-based or fixed-margin, with little to no direct commodity price risk. We define segment gross margin in our Terminals segment as revenue generated from fee-based compensation on guaranteed firm storage contracts and throughput fees charged to our customers less direct operating expense which includes direct labor, general materials and supplies and direct overhead. We define gross margin as the sum of our segment gross margin for our Gathering and Processing, Transmission and Terminals segments. The GAAP measure most directly comparable to gross margin is net income (loss) attributable to the Partnership.

36

36

Appendix: Non-GAAP Financial Measures

($ in thousands) Year Ended Nine Months Ended LTM 12/31/2015 9/30/2015 9/30/2016 9/30/2016 Net income (loss) attributable to the Partnership ($127,480) ($5,899) ($7,051) ($128,632) Add: Depreciation, amortization and accretion expense 38,014 28,099 31,531 41,446 Interest expense 13,631 9,029 16,854 21,456 Debt issuance costs paid 2,238 1,984 3,987 4,241 Unrealized (gain) loss on derivatives, net 71 (523) 1,430 2,024 Non-cash equity compensation expense 3,863 2,891 2,213 3,185 Transaction expenses 1,426 1,368 9,557 9,615 Income tax expense 953 876 1,301 1,378 Distributions from unconsolidated affiliates 20,568 6,568 62,797 76,797 General Partner contribution for cost reimbursement 330 330

• Loss on impairment of Goodwill

118,592

• 118,592

Deduct: Earnings in unconsolidated affiliates 8,201 1,265 29,983 36,919 Construction and operating management agreement income 841 702 341 480 Other post employment benefits plan, net periodic benefit 14 9 13 18 Gain (loss) on sale of assets, net (3,161) (3,160) 90 89 Adjusted EBITDA $66,311 $45,907 $92,192 $112,596 Material Project Adjustments 10,288 Adjustment for Acquisition TTM EBITDA 30,646 Compliance EBITDA 1 153,530 $ Reconciliation of Net income (loss) attributable to the Partnership to Compliance EBITDA:

AMID Compliance EBITDA Reconciliation

1 For reporting purposes under our revolving credit facility, we are required to report Adjusted EBITDA as calculated under our revolving credit facility on a last twelve month basis. We

refer to this metric as Compliance EBITDA. Compliance EBITDA is defined as Adjusted EBITDA (as defined above) plus annualized cash flow attributable to material projects completed during such twelve-month period and pre-acquisition EBITDA for the last twelve months of acquisitions completed during such period, including $11 million Delta House adjustment for October 2016 acquisition

37

37

Appendix: Non-GAAP Financial Measures

($ in thousands) Twelve Months Ended Nine Months Ended LTM 12/31/2013 12/31/2014 12/31/2015 9/30/2015 9/30/2016 9/30/2016 Net Loss ($14,221) ($53,023) ($58,656) ($12,720) ($12,484) ($58,420) Depreciation and amortization 30,987 40,230 46,852 34,055 34,663 47,460 Goodwill impairment

• 29,896
• 29,896

Interest expense 8,245 8,981 5,375 3,848 5,216 6,743 Loss on extinguishment of debt

• 1,634
• Income tax expense

208 300 754 333 536 957 Loss on disposal of assets, net 1,492 1,137 909 1,402 2,451 1,958 Unit-based compensation 790 1,658 1,217 803 1,393 1,807 Total (gain) loss on commodity derivatives (902) 13,762 3,057 1,985 642 1,714 Net cash payments for commodity derivatives settled during the period (209) (1,071) (14,821) (14,400) (1,082) (1,503) Early settlement of commodity derivatives 1

• 8,745

8,745

• Non-cash inventory costing adjustment
• 227

227 Corporate overhead support from general partner 2

• 5,500

3,000 5,000 7,500 Transaction costs and other 1,286 3,766 1,877 2,930 (412) (1,465) Discontinued operations 3 6,608 14,277 16,160 2,719 168 13,609 Adjusted EBITDA $34,284 $31,651 $46,865 $32,700 $36,318 $50,483

1 Due to its non-recurring nature, JPE excluded this transaction in calculating Adjusted EBITDA 2 Represents expenses incurred by JPE that were absorbed by JPE GP and not passed through to JPE 3 In February 2016, JPE completed the sale of its crude oil supply and logistics operations in the Midcontinent region of Oklahoma and Kansas. In June 2014, JPE completed the sale of its

crude oil logistics operations in the Bakken region of North Dakota, Montana and Wyoming

JPEP Adjusted EBITDA Reconciliation

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Additional Information and Where to Find it A portion of this communication relates to a proposed business combination between American Midstream and JP Energy. In connection with the proposed transaction, American Midstream has filed a proxy statement/prospectus and other documents with the Securities and Exchange Commission (“SEC”). WE URGE INVESTORS AND SECURITY HOLDERS TO READ THE PROXY STATEMENT/PROSPECTUS AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE BEEN AND MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Any definitive proxy statement(s) (if and when available) will be mailed to unitholders of JP Energy. Investors and security holders will be able to obtain these materials (if and when they are available) free of charge at the SEC’s website, www.sec.gov. In addition, copies of any documents filed with the SEC may be

• btained free of charge from American Midstream's investor relations website at http://www.americanmidstream.com/investor-relations. Investors and security holders may also read and copy any reports,

statements and other information filed by American Midstream with the SEC at the SEC public reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room. No Offer or Solicitation This communication does not constitute an offer to sell or the solicitation of an offer to buy any securities, or a solicitation of any vote or approval, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended. Participation in the Solicitation of Votes American Midstream and its directors and executive officers may be considered participants in the solicitation of proxies in connection with the proposed merger with JP Energy. Information regarding American Midstream’s directors and executive officers is available in its Annual Report on Form 10-K for the year ended December 31, 2016, filed with the SEC on March 7, 2016. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the proxy statement/prospectus and other relevant materials to be filed with the SEC when they become available.