Registration No. 333-147940
As filed with the Securities and Exchange Commission on December 1, 2014
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
EL PASO PIPELINE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware |
| 26-0789784 |
(State or other jurisdiction of |
| (I.R.S. Employer |
incorporation or organization) |
| Identification No.) |
1001 Louisiana Street, Suite 1000
Houston, Texas 77002
(Address of registrant’s principal executive offices)
El Paso Pipeline GP Company, L.L.C.
Long-Term Incentive Plan
(Full title of Plan)
David R. DeVeau
1001 Louisiana Street, Suite 1000
Houston, Texas 77002
(713) 369-9000
(Name, address and telephone number of agent for service)
Copy to:
Troy L. Harder
Bracewell & Giuliani LLP
711 Louisiana Street, Suite 2300
Houston, Texas 77002-2770
Telephone: (713) 221-1456
DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-147940) of El Paso Pipeline Partners, L.P. (the “Registrant”) relating to common units of the Registrant issuable under the El Paso Pipeline GP Company, L.L.C. Long-Term Incentive Plan (the “Plan”).
Effective on November 26, 2014, Kinder Morgan, Inc. (“KMI”) completed the acquisition of the Registrant, pursuant to the Agreement and Plan of Merger dated August 9, 2014 (the “Merger Agreement”), by and among KMI, E Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of KMI (“E Merger Sub”), the Registrant and the other parties thereto.
Pursuant to the Merger Agreement, E Merger Sub was merged with and into the Registrant, with the Registrant surviving the merger as a wholly owned subsidiary of KMI (the “Merger”). As a result of the transactions, each outstanding common unit of the Registrant was automatically converted into the right to receive the merger consideration described in the Merger Agreement.
In accordance with an undertaking made by the Registrant in the Registration Statement to remove by means of a post-effective amendment any shares of the Registrant’s common units which remain unsold at the termination of the offering, the Registrant, hereby de-registers any and all common units originally reserved for issuance under the Plan and registered under the Registration Statement listed above which remained unissued at the effective time of the transactions.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, El Paso Pipeline Partners, L.P. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on December 1, 2014.
| EL PASO PIPELINE PARTNERS, L.P. | |
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| By: | El Paso Pipeline GP Company, L.L.C. |
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| its general partner |
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| By: | /s/ David P. Michels |
| Name: | David P. Michels |
| Title: | Vice President and Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 have been signed below by the following persons in the capacities as indicated on December 1, 2014.
Signature |
| Title |
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/s/ Richard D. Kinder |
| Director, Chairman and Chief Executive Officer of El Paso Pipeline GP Company, L.L.C., its general partner |
Richard D. Kinder |
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| (Principal Executive Officer) |
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/s/ David P. Michels |
| Vice President and Chief Financial Officer of El Paso Pipeline GP Company, L.L.C., its general partner |
David P. Michels |
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| (Principal Financial and Accounting Officer) |
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/s/ Steven J. Kean |
| Director of El Paso Pipeline GP Company, L.L.C., |
Steven J. Kean |
| its general partner |
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/s/ Thomas A. Martin |
| Director of El Paso Pipeline GP Company, L.L.C., |
Thomas A. Martin |
| its general partner |
