| | |
| As filed with the Securities and Exchange Commission on February 28, 2011. | | Registration No. 333-146428 |
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
EV ENERGY PARTNERS, L.P.
EV ENERGY FINANCE CORP.
(Exact name of registrant as specified in its charter)
| | | |
|
Delaware
Delaware | | 20-4745690
26-1143405 |
(State or other jurisdiction of
incorporation or organization) | | (I.R.S. Employer Identification No.) |
1001 Fannin Street, Suite 800
Houston, Texas 77002
Telephone: (713) 651-1144(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices
)Michael E. Mercer
1001 Fannin Street, Suite 800
Houston, Texas 77002
Telephone: (713) 651-1144(Name and address, including zip code, and telephone number, including area code, of agent for service)
Copies to:George G. Young III
Kendall Hollrah
Haynes and Boone, LLP
1221 McKinney, Suite 2100
Houston, Texas 77010
Telephone: (713) 547-2000
Fax: (713) 236-5699 Approximate date of commencement of proposed sale of securities to the public:Not applicable.
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.o
If any of the securities being registered on this form are being 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, please check the following box.o
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.o
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.o
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 boxo
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.o
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 12b2 of the Exchange Act.
| | | | | | | |
| Large accelerated filerþ | | Accelerated filero | | Non-accelerated filero(Do not check if a smaller reporting company) | | Smaller reporting companyo |
DEREGISTRATION OF SECURITIES
We are filing this Post-Effective Amendment No. 1 (this “Amendment”) to the Registration Statement on Form S-3 (No. 333-146428) (the “Registration Statement”) of EV Energy Partners, L.P. and EV Energy Finance Corp. to deregister that portion of the $700,000,000 worth of common units, debt securities or guarantees of EV Energy Partners, L.P. reserved for registration pursuant to the omnibus Registration Statement that remain unissued as of the date this Amendment is filed.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas on February 28, 2011.
| | | | | |
| | EV Energy Partners, L.P.
(Registrant) | |
| | By: | EV Energy GP, L.P., its general partner | |
| | By: | EV Management, LLC, its general partner | |
| | | |
| Date: February 28, 2011 | By: | /s/ Michael E. Mercer | |
| | | Michael E. Mercer | |
| | | Senior Vice President and Chief Financial Officer | |
| |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Amendment to the Registration Statement has been signed below by the following persons in the capacities and the dates indicated.
| | | | | |
| Signature | | Title with EV Management, LLC | | Date |
| | | | | |
| | Chairman and Chief Executive Officer | | February 28, 2011 |
| John B. Walker | | (principal executive officer) | | |
| | | | | |
| | President, Chief Operating Officer and Director | | February 28, 2011 |
| Mark A. Houser | | | | |
| | | | | |
| | Senior Vice President and Chief Financial Officer | | February 28, 2011 |
| Michael E. Mercer | | (principal financial officer) | | |
| | | | | |
| | Controller | | February 28, 2011 |
| Frederick Dwyer | | (principal accounting officer) | | |
| | | | | |
| | Director | | February 28, 2011 |
| Victor Burk | | | | |
| | | | | |
| | Director | | February 28, 2011 |
| James R. Larson | | | | |
| | | | | |
| | Director | | February 28, 2011 |
| George Lindahl, III | | | | |
| | | | | |
| | Director | | February 28, 2011 |
| Gary R. Petersen | | | | |
| | |
| * | | Pursuant to a previously filed power of attorney, Michael E. Mercer, as attorney-in-fact, does hereby sign this Post-Effective Amendment No. 1 to Registration Statement on behalf of each such person, in each case in the capacity indicated and on the date indicated. |
| | | | | |
| | EV Energy Partners, L.P.
(Registrant)
EV Energy GP, L.P., its general partner
EV Management, LLC, its general partner
| |
| | /s/ Michael E. Mercer | |
| | Michael E. Mercer | |
| | Senior Vice President and Chief Financial Officer | |
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 Houston, State of Texas on February 28, 2011.
| | | | | |
| | EV Properties GP, LLC
(Registrant)
By: By: EV Energy Partners, L.P., its member
By: EV Energy GP, L.P., its general partner
By: EV Management, LLC, its general partner
| |
| Date: February 28, 2011 | By: | /s/ Michael E. Mercer | |
| | | Michael E. Mercer | |
| | | Senior Vice President and Chief Financial Officer | |
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 Houston, State of Texas on February 28, 2011.
| | | | | |
| | EV Properties, L.P.
(Registrant)
By: By: EV Properties GP, LLC, its general partner
By: By: EV Energy Partners, L.P., its member
By: EV Energy GP, L.P., its general partner
By: EV Management, LLC, its general partner
| |
| Date: February 28, 2011 | By: | /s/ Michael E. Mercer | |
| | | Michael E. Mercer | |
| | | Senior Vice President and Chief Financial Officer | |
| |
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 Houston, State of Texas on February 28, 2011.
| | | | | |
| | EVPP GP, LLC
(Registrant) | |
| | By: | EV Properties, L.P., its member | |
| | By: | EV Properties GP, LLC, its general partner | |
| | By: | EV Energy Partners, L.P., its member | |
| | By: | EV Energy GP, L.P., its general partner | |
| | By: | EV Management, LLC, its general partner | |
| | | |
| Date: February 28, 2011 | By: | /s/ Michael E. Mercer | |
| | | Michael E. Mercer | |
| | | Senior Vice President and Chief Financial Officer | |
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 Houston, State of Texas on February 28, 2011.
| | | | | |
| | EnerVest-Cargas, Ltd.
EnerVest Production Partners, Ltd.
EnerVest Monroe Gathering, Ltd.
EnerVest Monroe Marketing, Ltd.
(Registrants) | |
| | By: | EVPP GP, LLC, its general partner | |
| | By: | EV Properties, L.P., its member | |
| | By: | EV Properties GP, LLC, its general partner | |
| | By: | EV Energy Partners, L.P., its member | |
| | By: | EV Energy GP, L.P., its general partner | |
| | By: | EV Management, LLC, its general partner | |
| | | |
| Date: February 28, 2011 | By: | /s/ Michael E. Mercer | |
| | | Michael E. Mercer | |
| | | Senior Vice President and Chief Financial Officer | |
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 Houston, State of Texas on February 28, 2011.
| | | | | |
| | EVCG GP, LLC
(Registrant)
| |
| Date: February 28, 2011 | By: | /s/ Michael E. Mercer | |
| | | Michael E. Mercer | |
| | | Senior Vice President and Chief Financial Officer | |
| |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and the dates indicated.
| | | | | |
| Signature | | Title with EVCG GP, LLC | | Date |
| |
/s/ John B Walker* John B. Walker | | Chief Executive Officer and Director
(principal executive officer) | | February 28, 2011 |
| | | | | |
/s/ Mark A. Houser* Mark A. Houser | | President and Director | | February 28, 2011 |
| | | | | |
/s/ Michael E. Mercer* Michael E. Mercer | | Senior Vice President, Chief Financial Officer and Director
(principal financial officer) | | February 28, 2011 |
| | | | | |
/s/ Frederick Dwyer* Frederick Dwyer | | Controller
(principal accounting officer) | | February 28, 2011 |
| | | | | |
/s/ Ronald J. Gajdica Ronald J. Gajdica | | Director | | February 28, 2011 |
| | |
| * | | Pursuant to a previously filed power of attorney, Michael E. Mercer, as attorney-in-fact, does hereby sign this Post-Effective Amendment No. 1 to Registration Statement on behalf of each such person, in each case in the capacity indicated and on the date indicated. |
| | | | | |
| | EV Energy Partners, L.P.
(Registrant)
EV Energy GP, L.P., its general partner
EV Management, LLC, its general partner
| |
| | /s/ Michael E. Mercer | |
| | Michael E. Mercer | |
| | Senior Vice President and Chief Financial Officer | |
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 Houston, State of Texas on February 28, 2011.
| | | | | |
| | CGAS Properties, L.P.
(Registrant) | |
| | By: | EVCG GP, LLC, its general partner | |
| | | | | |
| Date: February 28, 2011 | By: | /s/ Michael E. Mercer | |
| | | Michael E. Mercer | |
| | | Senior Vice President and Chief Financial Officer | |
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 Houston, State of Texas on February 28, 2011.
| | | | | |
| | EV Energy Finance Corp.
(Registrant)
| |
| Date: February 28, 2011 | By: | /s/ Michael E. Mercer | |
| | | Michael E. Mercer | |
| | | Senior Vice President and Chief Financial Officer | |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and the dates indicated.
| | | | | |
| Signature | | Title with EV Energy Finance Corp. | | Date |
| |
/s/ John B Walker* John B. Walker | | Chief Executive Officer and Director
(principal executive officer) | | February 28, 2011 |
| | | | | |
/s/ Mark A. Houser* Mark A. Houser | | President and Director | | February 28, 2011 |
| | | | | |
/s/ Michael E. Mercer* Michael E. Mercer | | Senior Vice President, Chief Financial Officer and Director
(principal financial officer) | | February 28, 2011 |
| | | | | |
/s/ Frederick Dwyer* Frederick Dwyer | | Controller
(principal accounting officer) | | February 28, 2011 |
| | | | | |
/s/ Ronald J. Gajdica Ronald J. Gajdica | | Director | | February 28, 2011 |
| | |
| * | | Pursuant to a previously filed power of attorney, Michael E. Mercer, as attorney-in-fact, does hereby sign this Post-Effective Amendment No. 1 to Registration Statement on behalf of each such person, in each case in the capacity indicated and on the date indicated. |
| | | | | |
| | EV Energy Partners, L.P.
(Registrant)
EV Energy GP, L.P., its general partner
EV Management, LLC, its general partner
| |
| | /s/ Michael E. Mercer | |
| | Michael E. Mercer | |
| | Senior Vice President and Chief Financial Officer | |
| |
