- Amended Current report filing (8-K/A)
15 February 2012 - 9:03AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
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 4, 2012 (December 28, 2011)
CHESAPEAKE
MIDSTREAM PARTNERS, L.P.
(Exact name of Registrant as specified in its Charter)
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Delaware
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001-34831
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80-0534394
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(State or other jurisdiction
of incorporation or organization)
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(Commission
File No.)
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(IRS Employer
Identification No.)
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900 NW 63
rd
Street, Oklahoma City, Oklahoma
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73118
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(Address of principal executive offices)
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(Zip Code)
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(405) 935-1500
(Registrants telephone number, including area code)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Explanatory Note
On January 4, 2012, Chesapeake Midstream Partners, LP (the Partnership) filed a Current Report on Form 8-K (the Initial Report) to report, among other things, that it had
acquired from Chesapeake Midstream Development, L.P. (CMD), a wholly owned subsidiary of Chesapeake Energy Corporation, and certain of its affiliates, all of the issued and outstanding common units of Appalachia Midstream Services,
L.L.C. (Appalachia Midstream) for total consideration, which is subject to a customary post-closing working capital adjustment, of $879 million, consisting of 9,791,605 common units and $600 million in cash that was financed with a draw
on the Partnerships revolving credit facility. Through the acquisition of Appalachia Midstream, the Partnership operates 100% of, and owns an approximate average 47% interest in 10 gas gathering systems that consist of approximately 200 miles
of gas gathering pipeline in the Marcellus Shale. Appalachia Midstream operates under 15-year fixed fee gathering agreements which include significant acreage dedications and annual fee redetermination. In addition, CMD has committed to pay the
Partnership quarterly any shortfall between actual EBITDA from Appalachia Midstream and specified targets, which targets total $100 million in 2012 and $150 million in 2013. The terms of the transaction were approved by the Board of Directors of the
Partnerships general partner and by the Boards Conflicts Committee. The acquisition closed on December 29, 2011.
The
historical Appalachia Midstream financial statements include the assets that were purchased by the Partnership as well as assets that were transferred to another CMD subsidiary prior to the Partnership acquisition of Appalachia Midstream.
This Current Report on Form 8-K/A (the Amendment) amends and supplements the Initial Report to include the financial statements
of Appalachia Midstream and the unaudited pro forma financial statements of the Partnership required by Items 9.01(a) and 9.01(b) of Form 8-K and to include exhibits under Item 9.01(d) of Form 8-K. No other modifications to the Initial Report
are being made by this Amendment.
Item 9.01 Financial Statements and Exhibits
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(a)
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Financial Statements of Business Acquired
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Unaudited Condensed Consolidated Financial Statements of Appalachia Midstream Services, L.L.C. as of September 30, 2011 and December 31, 2010 and for the nine months ended September 30,
2011 and 2010, a copy of which is filed as Exhibit 99.1 to this Current Report on Form 8-K/A.
Consolidated Financial
Statements of Appalachia Midstream Services, L.L.C. as of and for the year ended December 31, 2010, a copy of which is filed as Exhibit 99.2 to this Current Report on Form 8-K/A.
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(b)
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Pro Forma Financial Information
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Unaudited Pro Forma Condensed Consolidated Financial Statements of the Partnership as of and for the nine months ended September 30,
2011 and for the year ended December 31, 2010, a copy of which is filed as Exhibit 99.3 to this Current Report on Form 8-K/A.
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23.1
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Consent of PricewaterhouseCoopers LLP.
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99.1
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Unaudited Condensed Consolidated Financial Statements of Appalachia Midstream Services, L.L.C. as of September 30, 2011 and December 31, 2010 and for the nine
months ended September 30, 2011 and 2010.
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99.2
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Consolidated Financial Statements of Appalachia Midstream Services, L.L.C. as of and for the year ended December 31, 2010.
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99.3
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Unaudited Pro Forma Condensed Consolidated Financial Statements of the Partnership as of and for the nine months ended September 30, 2011 and for the year ended
December 31, 2010.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
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CHESAPEAKE MIDSTREAM PARTNERS, L.P.
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By: Chesapeake Midstream GP, L.L.C.,
its general partner
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By:
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/s/ David C. Shiels
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David C. Shiels
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Chief Financial Officer
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Dated: February 14, 2012
INDEX TO EXHIBITS
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Exhibit
Number
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Exhibit Description
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23.1
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Consent of PricewaterhouseCoopers LLP.
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99.1
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Unaudited Condensed Consolidated Financial Statements of Appalachia Midstream Services, L.L.C. as of September 30, 2011 and December 31, 2010 and for the nine months ended September
30, 2011 and 2010.
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99.2
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Consolidated Financial Statements of Appalachia Midstream Services, L.L.C. as of and for the year ended December 31, 2010.
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99.3
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Unaudited Pro Forma Condensed Consolidated Financial Statements of the Partnership as of and for the nine months ended September 30, 2011 and for the year ended December 31,
2010.
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