- Registration of Additional Securities (up to 20%) (S-1MEF)
29 July 2010 - 6:36AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on July 28, 2010
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Chesapeake Midstream Partners, L.P.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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4922
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80-0534394
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Primary Standard Industrial
Classification Code Number)
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(I.R.S. Employer
Identification Number)
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777 NW Grand Boulevard
Oklahoma City, Oklahoma 73118
(405) 935-1500
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrants Principal Executive Offices)
J. Mike Stice
777 NW Grand Boulevard
Oklahoma City, Oklahoma 73118
(405) 935-1500
(Name, Address, Including Zip Code, and Telephone Number, Including Area
Code, of Agent for Service)
Copies to:
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D. Alan Beck, Jr.
Alan P. Baden
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, Texas 77002
(713) 758-2222
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Joshua Davidson
Baker Botts L.L.P.
One Shell Plaza
910 Louisiana Street
Houston, Texas 77002
(713) 229-1234
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Approximate
date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
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, 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, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for
the same offering.
þ
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 post-effective amendment filed
pursuant to Rule 462(d) 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.
¨
Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2
of the Exchange Act:
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
þ
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Smaller reporting company
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(Do not check if a smaller reporting company)
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CALCULATION OF REGISTRATION FEE
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Title of Each Class of
Securities To Be Registered
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Amount to be
Registered
(1)
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Proposed Maximum
Offering Price per
Common Unit
(2)
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee
(3)
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Common units representing limited partner interests
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24,437,500
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$21.00
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$513,187,500
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$36,591
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(1)
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Includes common units issuable upon exercise of the underwriters option to purchase additional common units.
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(2)
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Based upon the public offering price.
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(3)
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The Registrant has previously paid $24,599 in connection with the Registrants Registration Statement on Form S-1 (File No. 333-164905) filed on February 16, 2010
and $10,250 in connection with the filing of Amendment No. 3 to such Registration Statement on May 24, 2010.
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The Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule
462(b) under the Securities Act of 1933, as amended.
Explanatory Note
This registration statement is being filed with respect to the registration of additional common units representing limited partner
interests of Chesapeake Midstream Partners, L.P., a Delaware limited partnership, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the registration statement on Form S-1 (Registration No. 333-164905), initially
filed by Chesapeake Midstream Partners, L.P. with the Securities and Exchange Commission on February 16, 2010, as amended by Amendment No. 1 thereto filed on April 9, 2010, Amendment No. 2 thereto filed on April 22, 2010, Amendment No. 3 thereto
filed on May 24, 2010, Amendment No. 4 thereto filed on July 2, 2010, Amendment No. 5 thereto filed on July 20, 2010, Amendment No. 6 thereto filed on July 21, 2010 and Amendment No. 7 thereto filed on July 26, 2010, and which was declared
effective on July 28, 2010, including the exhibits thereto, are incorporated herein by reference.
The required opinions and
consents are listed on an Exhibit Index attached hereto and filed herewith.
Part II
Information not required in Prospectus
a. Exhibits
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Exhibit
Number
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Description
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5.1
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Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered
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8.1
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Opinion of Vinson & Elkins L.L.P. relating to tax matters
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23.1
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Consent of PricewaterhouseCoopers
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23.2
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Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1)
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23.3
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Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1)
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24.1
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Powers of Attorney (included on the signature page to the Registration Statement on Form S-1 (File No. 333-164905) initially filed with the Securities and Exchange Commission on
February 16, 2010 and incorporated by reference herein).
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b. Financial Statement Schedules
None.
II-1
Signatures
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma, on July 28, 2010.
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Chesapeake Midstream Partners, L.P.
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By:
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Chesapeake Midstream GP, L.L.C.,
its general partner
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By:
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/s/ J. M
IKE
S
TICE
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Name:
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J. Mike Stice
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Title:
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Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following
persons in the capacities and the dates indicated.
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Signature
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Title
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Date
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/s/ J. M
IKE
S
TICE
J. Mike Stice
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Chief Executive Officer (Principal Executive Officer)
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July 28, 2010
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/s/ D
AVID
C. S
HIELS
David C. Shiels
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Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)
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July 28, 2010
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*
Matthew C. Harris
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Director
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July 28, 2010
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*
Aubrey K. McClendon
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Director
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July 28, 2010
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*
Marcus C. Rowland
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Director
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July 28, 2010
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William A. Woodburn
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Director
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July 28, 2010
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*By:
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/s/ J. M
IKE
S
TICE
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J. Mike Stice, Attorney-in-Fact
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II-2
a. Exhibits
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Exhibit
Number
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Description
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5.1
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Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered
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8.1
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Opinion of Vinson & Elkins L.L.P. relating to tax matters
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23.1
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Consent of PricewaterhouseCoopers
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23.2
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Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1)
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23.3
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Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1)
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24.1
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Powers of Attorney (included on the signature page to the Registration Statement on Form S-1 (File No. 333-164905) initially filed with the Securities and Exchange Commission on
February 16, 2010 and incorporated by reference herein).
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b. Financial Statement Schedules
None.
II-3
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