As filed with the Securities and Exchange Commission on October 1, 2018
Registration
No. 333-
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Oasis Midstream Partners LP
(Exact name of registrant as specified in its charter)
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Delaware
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47-1208855
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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1001 Fannin Street, Suite 1500
Houston, Texas 77002
(281)
404-9500
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
Nickolas J.
Lorentzatos
Executive Vice President, General Counsel & Corporate Secretary
Oasis Midstream Partners LP
1001 Fannin Street, Suite 1500
Houston, Texas 77002
(281)
404-9500
(Name, address, including zip code, and telephone number, including area code, of
agent for service)
Copies to:
David P.
Oelman
Thomas G. Zentner III
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2500
Houston, Texas 77002
(713)
758-2222
Approximate date
of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following
box: ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box: ☒
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and
list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall
become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form
is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following
box.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated
filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting
company and emerging growth company in Rule
12b-2
of the Exchange Act.
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Large accelerated filer
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☐
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Accelerated filer
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☐
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Non-accelerated filer
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☒
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Smaller reporting company
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☐
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Emerging growth company
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☒
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act. ☒
CALCULATION
OF REGISTRATION FEE
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Title of Securities
to be Registered
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Amount
to be
Registered
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Proposed
Maximum
Offering Price
Per Unit
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee
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Primary Offering of Unallocated Securities (1)(2):
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Common Units representing limited partner interests
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Other classes of units representing limited partner interests
(3)
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Debt Securities (4)
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Total Unallocated Primary
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$750,000,000 (5)
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$90,900 (6)
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(1)
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There are being registered hereunder such presently indeterminate number of common units representing limited
partner interests of Oasis Midstream Partners LP and other classes of units which represent limited partner interests of Oasis Midstream Partners LP, which may be offered and sold, on a primary basis, in such amount as shall result in an aggregate
offering price not to exceed $750,000,000. This Registration Statement also covers an indeterminate amount of securities as may be issued in exchange for, or upon conversion or exercise of, as the case may be, the securities registered hereunder.
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(2)
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With respect to the primary offering, the proposed maximum aggregate offering price for each class of securities
to be registered is not specified pursuant to General Instruction II.D. of Form
S-3.
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(3)
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Other classes of units representing limited partner interests can include, but are not limited to, preferred
units and partnership securities.
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(4)
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If any debt securities are issued at an original issue discount, then the offering price of such debt securities
shall be in such amount as shall result in an aggregate initial offering price not to exceed $750,000,000, less the dollar amount of any registered securities previously issued.
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(5)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the
Securities Act of 1933, or the Securities Act. In no event will the aggregate initial offering price of all securities offered from time to time pursuant to this Registration Statement exceed $750,000,000.
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(6)
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Calculated in accordance with Rule 457(o) under the Securities Act.
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall
become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.