As filed with the Securities and Exchange Commission on October 22, 2007
Registration No. 333-142363
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 6
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Vanguard Natural Resources, LLC
(Exact name of registrant as specified in its charter)
Delaware |
| 1311 |
| 61-1521161 |
(State or other jurisdiction of |
| (Primary Standard Industrial |
| (I.R.S. Employer |
7700 San Felipe, Suite 485
Houston, Texas 77063
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Scott W. Smith
Vanguard Natural Resources, LLC
7700 San Felipe, Suite 485
Houston, Texas 77063
(832) 327-2255
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
David P. Oelman |
| G. Michael O’Leary |
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. o
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please 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 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. o
If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. o
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
This Amendment No. 6 to the Registration Statement on Form S-1 (File No. 333-142363) of Vanguard Natural Resources, LLC is being filed solely to amend Item 16(a) of Part II thereof and to transmit certain exhibits thereto. This Amendment No. 6 does not modify any provision of the Prospectus constituting Part I or Items 13, 14, 15, 16(b) or 17 of Part II of the Registration Statement. Accordingly, the Prospectus and those Items of Part II have not been included in this Amendment No. 6.
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) EXHIBIT INDEX
Exhibit Number |
| Description |
1.1* | — | Form of Underwriting Agreement |
3.1* | — | Certificate of Formation of Vanguard Natural Resources, LLC |
3.2* | — | Form of Second Amended and Restated Limited Liability Company Agreement of Vanguard Natural Resources, LLC (included as Appendix A to the Prospectus and including specimen unit certificate for the units) |
5.1* | — | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered |
8.1* | — | Opinion of Vinson & Elkins L.L.P relating to tax matters |
10.1* | — | Credit Agreement, dated January 3, 2007, by and between Nami Holding Company, LLC, Citibank, N.A., as administrative agent and L/C issuer and the lenders party thereto |
10.2* | — | First Amendment to Credit Agreement, dated March 2, 2007, by and between Nami Holding Company, LLC, Citibank, N.A., as administrative agent and L/C issuer, and the lenders party thereto |
10.3* | — | Second Amendment to Credit Agreement, dated April 13, 2007, by and between Vanguard Natural Gas, LLC (formerly Nami Holding Company, LLC), Citibank, N.A., as administrative agent and L/C issuer, and the lenders party thereto |
10.4* | — | Form of Vanguard Natural Resources, LLC Long-Term Incentive Plan |
10.5* | — | Form of Vanguard Natural Resources, LLC Long-Term Incentive Plan Phantom Options Grant Agreement |
10.6* | — | Form of Vanguard Natural Resources, LLC Class B Unit Plan |
10.7* | — | Form of Vanguard Natural Resources, LLC Class B Unit Plan Restricted Class B Unit Grant |
10.8* | — | Management Services Agreement by and between Vinland Energy Operations, LLC, Vanguard Natural Gas, LLC, Trust Energy Company, LLC and Ariana Energy, LLC |
10.9* | — | Participation Agreement by and between Vinland Energy Eastern, LLC, Vanguard Natural Gas, LLC, Trust Energy Company, LLC and Ariana Energy, LLC |
10.10* | — | Gathering and Compression Agreement by and between Vinland Energy Gathering, LLC, Vinland Energy Eastern, LLC, Vanguard Natural Gas, LLC and Ariana Energy, LLC |
10.11* | — | Gathering and Compression Agreement by and between Vinland Energy Gathering, LLC, Vinland Energy Eastern, LLC, Vanguard Natural Gas, LLC and Trust Energy Company |
10.12* | — | Gathering and Compression Agreement by and between Vinland Energy Gathering, LLC and Nami Resources Company, L.L.C. |
10.13* | — | Well Services Agreement by and between Vinland Energy Operations, LLC, Vanguard Natural Gas, LLC and Ariana Energy, LLC |
10.14* | — | Well Services Agreement by and between Vinland Energy Operations, LLC, Vanguard Natural Gas, LLC and Trust Energy Company, LLC |
10.15* | — | Well Services Agreement by and between Vinland Energy Operations, LLC and Nami Resources Company, L.L.C. |
10.16 | — | Amended and Restated Operating Agreement by and between Vinland Energy Operations, LLC, Vinland Energy Eastern, LLC and Ariana Energy, LLC |
10.17* | — | Operating Agreement by and between Vinland Energy Operations, LLC, Vinland Energy Eastern, LLC and Trust Energy Company, LLC |
II-1
10.18* | — | Amended and Restated Indemnity Agreement by and between Nami Resources Company, L.L.C., Vinland Energy Eastern, LLC, Trust Energy Company, LLC, Vanguard Natural Gas, LLC and Vanguard Natural Resources, LLC |
10.19* | — | Revenue Payment Agreement by and between Nami Resources Company, L.L.C. and Trust Energy Company |
10.20* | — | Gas Supply Agreement by and between Nami Resources Company, L.L.C. and Trust Energy Company |
10.21* | — | Amended Employment Agreement, dated April 18, 2007, by and between Scott W. Smith, VNR Holdings, LLC and Vanguard Natural Resources, LLC |
10.22* | — | Amended Employment Agreement, dated April 18, 2007, by and between Richard A. Robert, VNR Holdings, LLC and Vanguard Natural Resources, LLC |
10.23* | — | Registration Rights Agreement, dated April 18, 2007, between Vanguard Natural Resources, LLC and the private investors named therein |
10.24* | — | Purchase Agreement, dated April 18, 2007, between Vanguard Natural Resources, LLC, Majeed S. Nami and the private investors named therein |
10.25* | — | Form of Omnibus Agreement |
10.26* | — | Employment Agreement, dated May 15, 2007, by and between Britt Pence, VNR Holdings, LLC and Vanguard Natural Resources, LLC |
10.27* |
| Contract for Sale and Purchase of Natural Gas, dated March 6, 2007, between Trust Energy Company, LLC and North American Energy Corporation |
10.28* | — | Natural Gas Contract, dated May 26, 2003, between Nami Resources Company, Inc. and Osram Sylvania Products, Inc. |
10.29* | — | Natural Gas Purchase Contract, dated December 16, 2004, between Nami Resources Company, LLC and Dominion Field Services, Inc. |
10.30* | — | Natural Gas Purchase Contract, dated December 28, 2004, between Nami Resources Company, LLC and Dominion Field Services, Inc. |
10.31* | — | Director Compensation Agreement |
10.32* | — | Third Amendment to Credit Agreement, dated May 4, 2007, by and between Vanguard Natural Gas, LLC (formerly Nami Holding Company, LLC), Citibank, N.A., as administrative agent and L/C issuer, and the lenders party thereto |
10.33* | — | Fourth Amendment to Credit Agreement, dated August 30, 2007, by and between Vanguard Natural Gas, LLC (formerly Nami Holding Company, LLC), Citibank, N.A., as administrative agent and L/C issuer, and the lenders party thereto |
10.34* | — | Fifth Amendment to Credit Agreement, dated October 5, 2007, by and between Vanguard Natural Gas, LLC (formerly Nami Holding Company, LLC), Citibank, N.A., as administrative agent and L/C issuer, and the lenders party thereto |
21.1* | — | List of subsidiaries of Vanguard Natural Resources, LLC |
23.1* | — | Consent of UHY LLP |
23.2* | — | Consent of Rodefer Moss & Co., PLLC |
23.3* | — | Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1) |
23.4* | — | Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1) |
23.5* | — | Consent of Netherland Sewell & Associates, Inc. |
23.6* | — | Consent of Wright & Company |
23.7* | — | Consent of Schlumberger Data and Consulting Services |
23.8* | — | Consent of UHY LLP |
24.1* | — | Powers of Attorney (contained on the signature page) |
99.1* | — | Consent of W. Richard Anderson |
* Previously filed
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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 October 22, 2007.
VANGUARD NATURAL RESOURCES, LLC | ||
| By: | /s/ SCOTT W. SMITH |
|
| Scott W. Smith |
|
| President and Chief Executive 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 on the dates indicated.
Name |
|
|
| Title |
|
|
| Date |
| |
/s/ SCOTT W. SMITH |
| President and Chief Executive |
| October 22, 2007 | ||||||
Scott W. Smith |
| Officer (Principal Executive |
|
| ||||||
/s/ RICHARD A. ROBERT |
| Executive Vice President and |
| October 22, 2007 | ||||||
Richard A. Robert |
| Chief Financial Officer (Principal |
|
| ||||||
* |
| Director |
| October 22, 2007 | ||||||
Lasse Wagene |
|
|
|
| ||||||
* |
| Director |
| October 22, 2007 | ||||||
Thomas M. Blake |
|
|
|
| ||||||
|
| Director |
| October 22, 2007 | ||||||
Michael J. Cannon |
|
|
|
| ||||||
* By: /s/ SCOTT W. SMITH |
|
|
| October 22, 2007 | ||||||
Attorney-in-fact |
|
|
|
| ||||||
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(a) EXHIBIT INDEX
Exhibit Number |
| Description |
1.1* | — | Form of Underwriting Agreement |
3.1* | — | Certificate of Formation of Vanguard Natural Resources, LLC |
3.2* | — | Form of Second Amended and Restated Limited Liability Company Agreement of Vanguard Natural Resources, LLC (included as Appendix A to the Prospectus and including specimen unit certificate for the units) |
5.1* | — | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered |
8.1* | — | Opinion of Vinson & Elkins L.L.P relating to tax matters |
10.1* | — | Credit Agreement, dated January 3, 2007, by and between Nami Holding Company, LLC, Citibank, N.A., as administrative agent and L/C issuer and the lenders party thereto |
10.2* | — | First Amendment to Credit Agreement, dated March 2, 2007, by and between Nami Holding Company, LLC, Citibank, N.A., as administrative agent and L/C issuer, and the lenders party thereto |
10.3* | — | Second Amendment to Credit Agreement, dated April 13, 2007, by and between Vanguard Natural Gas, LLC (formerly Nami Holding Company, LLC), Citibank, N.A., as administrative agent and L/C issuer, and the lenders party thereto |
10.4* | — | Form of Vanguard Natural Resources, LLC Long-Term Incentive Plan |
10.5* | — | Form of Vanguard Natural Resources, LLC Long-Term Incentive Plan Phantom Options Grant Agreement |
10.6* | — | Form of Vanguard Natural Resources, LLC Class B Unit Plan |
10.7* | — | Form of Vanguard Natural Resources, LLC Class B Unit Plan Restricted Class B Unit Grant |
10.8* | — | Management Services Agreement by and between Vinland Energy Operations, LLC, Vanguard Natural Gas, LLC, Trust Energy Company, LLC and Ariana Energy, LLC |
10.9* | — | Participation Agreement by and between Vinland Energy Eastern, LLC, Vanguard Natural Gas, LLC, Trust Energy Company, LLC and Ariana Energy, LLC |
10.10* | — | Gathering and Compression Agreement by and between Vinland Energy Gathering, LLC, Vinland Energy Eastern, LLC, Vanguard Natural Gas, LLC and Ariana Energy, LLC |
10.11* | — | Gathering and Compression Agreement by and between Vinland Energy Gathering, LLC, Vinland Energy Eastern, LLC, Vanguard Natural Gas, LLC and Trust Energy Company |
10.12* | — | Gathering and Compression Agreement by and between Vinland Energy Gathering, LLC and Nami Resources Company, L.L.C. |
10.13* | — | Well Services Agreement by and between Vinland Energy Operations, LLC, Vanguard Natural Gas, LLC and Ariana Energy, LLC |
10.14* | — | Well Services Agreement by and between Vinland Energy Operations, LLC, Vanguard Natural Gas, LLC and Trust Energy Company, LLC |
10.15* | — | Well Services Agreement by and between Vinland Energy Operations, LLC and Nami Resources Company, L.L.C. |
10.16 | — | Amended and Restated Operating Agreement by and between Vinland Energy Operations, LLC, Vinland Energy Eastern, LLC and Ariana Energy, LLC |
10.17* | — | Operating Agreement by and between Vinland Energy Operations, LLC, Vinland Energy Eastern, LLC, Trust Energy Company, LLC, Vanguard Natural Gas, LLC and Vanguard Natural Resources, LLC |
10.18* | — | Amended and Restated Indemnity Agreement by and between Nami Resources Company, L.L.C., Vinland Energy Eastern, LLC and Trust Energy Company, LLC |
II-4
10.19* | — | Revenue Payment Agreement by and between Nami Resources Company, L.L.C. and Trust Energy Company |
10.20* | — | Gas Supply Agreement by and between Nami Resources Company, L.L.C. and Trust Energy Company |
10.21* | — | Amended Employment Agreement, dated April 18, 2007, by and between Scott W. Smith, VNR Holdings, LLC and Vanguard Natural Resources, LLC |
10.22* | — | Amended Employment Agreement, dated April 18, 2007, by and between Richard A. Robert, VNR Holdings, LLC and Vanguard Natural Resources, LLC |
10.23* | — | Registration Rights Agreement, dated April 18, 2007, between Vanguard Natural Resources, LLC and the private investors named therein |
10.24* | — | Purchase Agreement, dated April 18, 2007, between Vanguard Natural Resources, LLC, Majeed S. Nami and the private investors named therein |
10.25* | — | Form of Omnibus Agreement |
10.26* | — | Employment Agreement, dated May 15, 2007, by and between Britt Pence, VNR Holdings, LLC and Vanguard Natural Resources, LLC |
10.27* |
| Contract for Sale and Purchase of Natural Gas, dated March 6, 2007, between Trust Energy Company, LLC and North American Energy Corporation |
10.28* | — | Natural Gas Contract, dated May 26, 2003, between Nami Resources Company, Inc. and Osram Sylvania Products, Inc. |
10.29* | — | Natural Gas Purchase Contract, dated December 16, 2004, between Nami Resources Company, LLC and Dominion Field Services, Inc. |
10.30* | — | Natural Gas Purchase Contract, dated December 28, 2004, between Nami Resources Company, LLC and Dominion Field Services, Inc. |
10.31* | — | Director Compensation Agreement |
10.32* | — | Third Amendment to Credit Agreement, dated May 4, 2007, by and between Vanguard Natural Gas, LLC (formerly Nami Holding Company, LLC), Citibank, N.A., as administrative agent and L/C issuer, and the lenders party thereto |
10.33* | — | Fourth Amendment to Credit Agreement, dated August 30, 2007, by and between Vanguard Natural Gas, LLC (formerly Nami Holding Company, LLC), Citibank, N.A., as administrative agent and L/C issuer, and the lenders party thereto |
10.34* | — | Fifth Amendment to Credit Agreement, dated October 5, 2007, by and between Vanguard Natural Gas, LLC (formerly Nami Holding Company, LLC), Citibank, N.A., as administrative agent and L/C issuer, and the lenders party thereto |
21.1* | — | List of subsidiaries of Vanguard Natural Resources, LLC |
23.1* | — | Consent of UHY LLP |
23.2* | — | Consent of Rodefer Moss & Co., PLLC |
23.3* | — | Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1) |
23.4* | — | Consent of Vinson & Elkins L.L.P. (included in Exhibit 8.1) |
23.5* | — | Consent of Netherland Sewell & Associates, Inc. |
23.6* | — | Consent of Wright & Company |
23.7* | — | Consent of Schlumberger Data and Consulting Services |
23.8* | — | Consent of UHY LLP |
24.1* | — | Powers of Attorney (contained on the signature page) |
99.1* | — | Consent of W. Richard Anderson |
* Previously filed
II-5
