As filed with the Securities and Exchange Commission on March 21, 2014
Registration No. 333-187757
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PVR PARTNERS, L.P.
PENN VIRGINIA RESOURCE FINANCE CORPORATION
PENN VIRGINIA RESOURCE FINANCE CORPORATION II
(and Certain Subsidiaries Identified In the Table of Additional Registrant Guarantors Below)
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 23-3087517 | |||
| Delaware | 27-0943652 | |||
| Delaware | 4922 | 45-5153677 | ||
(State or Other Jurisdiction of Incorporation or Organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
Three Radnor Corporate Center
100 Matsonford Road
Suite 301
Radnor, Pennsylvania 19087
(610) 975-8200
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Thomas E. Long
Regency GP LLC
2001 Bryan Street
Suite 3700
Dallas, Texas 75201
(214) 750-1771
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Neel Lemon
Andrew J. Ericksen
Baker Botts L.L.P.
2001 Ross Avenue
Dallas, Texas 75201
(214) 953-6500
Exact Name of Registrant Guarantor(1) | State or Other | IRS Employer | ||
| PVR NEPA Gas Gathering, LLC | TX | 38-3877838 | ||
| Connect Energy Services, LLC | DE | 20-0623350 | ||
| Connect Gas Pipeline LLC | DE | 20-5145683 | ||
| Dulcet Acquisition LLC | DE | 30-0461025 | ||
| Fieldcrest Resources LLC | DE | 02-0661951 | ||
| K Rail LLC | DE | 23-3094006 | ||
| Kanawha Rail LLC | VA | 62-1602163 | ||
| LJL, LLC | WV | 26-3337498 | ||
| Penn Virginia Operating Co., LLC | DE | 23-3094000 | ||
| PVR Finco LLC | DE | 26-3038539 | ||
| PVR Gas Pipeline, LLC | DE | 20-3424891 | ||
| PVR Gas Processing, LLC (f/k/a PVR Hamlin, LLC) | DE | 42-1597313 | ||
| PVR Hydrocarbons LLC | OK | 73-1410518 | ||
| PVR Laverne Gas Processing LLC | OK | 73-1520381 | ||
| PVR Marcellus Gas Gathering, LLC | DE | 27-2142725 | ||
| PVR Midstream LLC | DE | 20-2425250 | ||
| PVR Gas Gathering, LLC (f/k/a PVR North Texas Gas Gathering LLC) | DE | 26-2894313 | ||
| PVR Water Services, LLC | DE | 45-3249168 | ||
| Suncrest Resources LLC | DE | 02-0662120 | ||
| Toney Fork LLC | DE | N/A | ||
| Loadout LLC | DE | 23-3094002 | ||
| (1) | The address for the registrant guarantors is Three Radnor Corporate Center, Suite 301, 100 Matsonford Road, Radnor, Pennsylvania 19087. The Primary Industrial Classification Code for the registrant guarantors is 4922. |
2
REMOVAL OF SECURITIES FROM REGISTRATION
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (Registration No. 333-187757) (the “Registration Statement”) of PVR Partners, L.P., a Delaware limited partnership (“PVR”), Penn Virginia Resource Finance Corporation, a Delaware corporation (“Finance Co”), and Penn Virginia Resource Finance Corporation II, a Delaware corporation (“Finance Co II”), filed on April 5, 2013, which was deemed effective upon filing. The Registration Statement pertained to common units representing limited partner interests in PVR, debt securities issuable by PVR, Finance Co and Finance Co II and guarantees of such debt securities.
On March 21, 2014, PVR merged with and into Regency Energy Partners LP, a Delaware limited partnership (“Regency”), with Regency as the surviving limited partnership (the “Merger”). As a result of the Merger, the separate limited partnership existence of PVR ceased, and Regency continued its existence as the surviving limited partnership. PVR has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement.
In accordance with the undertaking of the registrants in the Registration Statement, this Post-Effective Amendment is being filed to remove from registration the securities not heretofore sold pursuant to the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of said securities.
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrants certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3, and have duly caused this Post-Effective Amendment to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on March 21, 2014.
REGENCY ENERGY PARTNERS LP (as successor by merger to PVR Partners, L.P.) | ||
| By: | Regency GP LP, its General Partner | |
| By: | Regency GP LLC, its General Partner | |
| By: | /s/ Thomas E. Long | |
| Thomas E. Long | ||
| Executive Vice President and Chief Financial Officer | ||
| PENN VIRGINIA RESOURCE FINANCE CORPORATION | ||
| By: | /s/ Thomas E. Long | |
| Thomas E. Long | ||
Executive Vice President and Chief Financial Officer | ||
| PENN VIRGINIA RESOURCE FINANCE CORPORATION II | ||
| By: | /s/ Thomas E. Long | |
| Thomas E. Long | ||
Executive Vice President and Chief Financial Officer | ||
| CONNECT ENERGY SERVICES, LLC | ||
| CONNECT GAS PIPELINE LLC | ||
| PVR GAS PIPELINE, LLC | ||
| PVR GAS PROCESSING, LLC | ||
| PVR HYDROCARBONS LLC | ||
| PVR LAVERNE GAS PROCESSING LLC | ||
| PVR MARCELLUS GAS GATHERING, LLC | ||
| PVR GAS GATHERING, LLC | ||
| By: | PVR MIDSTREAM LLC, their sole member | |
| By: | /s/ Marci K. Donnelly | |
| Marci K. Donnelly | ||
| Vice President and Assistant Secretary | ||
| PVR FINCO LLC, | ||
| By: | REGENCY ENERGY PARTNERS LP (as successor by merger to PVR Partners, L.P.) | |
| By: | Regency GP LP, its General Partner | |
| By: | Regency GP LLC, its General Partner | |
| By: | /s/ Thomas E. Long | |
| Thomas E. Long | ||
| Executive Vice President and Chief Financial Officer | ||
4
| PENN VIRGINIA OPERATING CO., LLC | ||
| PVR MIDSTREAM LLC | ||
| By: | PVR FINCO LLC, their sole member | |
| By: | REGENCY ENERGY PARTNERS LP (as successor by merger to PVR Partners, L.P.) | |
| By: | Regency GP LP, its General Partner | |
| By: | Regency GP LLC, its General Partner | |
| By: | /s/ Thomas E. Long | |
| Thomas E. Long | ||
Executive Vice President and Chief Financial Officer | ||
| DULCET ACQUISITION LLC | ||
| FIELDCREST RESOURCES LLC | ||
| K RAIL LLC | ||
| KANAWHA RAIL LLC | ||
| LJL, LLC | ||
| LOADOUT LLC | ||
| SUNCREST RESOURCES LLC | ||
| TONEY FORK LLC | ||
| By: | PENN VIRGINIA OPERATING CO., LLC, their sole member | |
| By: | /s/ Marci K. Donnelly | |
| Marci K. Donnelly | ||
| Vice President and Assistant Secretary | ||
| PVR WATER SERVICES, LLC | ||
| PVR NEPA GAS GATHERING, LLC | ||
| By: | PVR MARCELLUS GAS GATHERING LLC, their sole member | |
| By: | /s/ Marci K. Donnelly | |
| Marci K. Donnelly | ||
| Vice President and Assistant Secretary | ||
5
