As filed with the Securities and Exchange Commission on April 4, 2014
Registration No. 333-189344
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT NO. 333-189344
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PVR Partners, L.P.
(Exact name of registrant as specified in its charter)
| Delaware | 4922 | 23-3087517 | ||
(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
REMOVAL OF SECURITIES FROM REGISTRATION
This Post-Effective Amendment No. 2 relates to the Registration Statement on Form S-3 (Registration No. 333-189344) (the “Registration Statement”) filed by PVR Partners, L.P., a Delaware limited partnership (“PVR”), on June 14, 2013 and amended on July 8, 2013 and August 13, 2013, pertaining to $150,000,000 in aggregate amount of common units representing limited partner interests in PVR.
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.
Pursuant to the Registration Statement, no common units were issued and sold. In accordance with the undertaking of PVR in the Registration Statement, this Post-Effective Amendment is being filed to remove from registration the $150,000,000 of common units not heretofore sold pursuant to the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of said securities.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3, and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on April 4, 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 | ||
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