As filed with the Securities and Exchange Commission on April 30, 2015
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 4 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Regency Energy Partners LP
Regency Energy Finance Corp.
(Exact Name of Registrant as Specified in Its Charter)
Delaware Delaware | 16-1731691 38-3747282 | |
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) |
Dallas, TX | 75219 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Thomas E. Long
Regency GP LLC
3738 Oak Lawn Avenue
Dallas, TX 75219
(214) 981-0700
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent For Service)
Approximate date of commencement of proposed sale 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. ¨
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, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ¨
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. ¨
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. ¨
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 box. x
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. ¨
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
TABLE OF ADDITIONAL REGISTRANT GUARANTORS
Exact Name of Registrant Guarantor(1) | State or Other Jurisdiction of Incorporation or Formation | I.R.S. Employer Identification Number | ||
CDM Holdings LLC | Delaware | 30-0840691 | ||
CDM Resource Management LLC | Delaware | 26-1716854 | ||
CMA Pipeline Partnership, LLC | Texas | 80-0117302 | ||
Connect Gas Pipeline LLC | Delaware | N/A | ||
Dulcet Acquisition LLC | Delaware | 30-0461025 | ||
Fieldcrest Resources LLC | Delaware | 02-0661951 | ||
FrontStreet Hugoton LLC | Delaware | 68-0512892 | ||
Galveston Bay Gathering, LLC | Texas | 20-4591290 | ||
Gulf States Transmission LLC | Louisiana | 72-1146059 | ||
Hesco Gathering Company, LLC | Texas | 74-2875152 | ||
Hesco Pipeline Company, LLC | Texas | 57-1219129 | ||
K Rail LLC | Delaware | 23-3094008 | ||
Kanawha Rail LLC | Virginia | 46-2952778 | ||
LJL, LLC | West Virginia | 26-3337498 | ||
Loadout LLC | Delaware | 23-3094002 | ||
Midstream Gas Services LLC | Texas | 33-1103950 | ||
Penn Virginia Operating Co., LLC | Delaware | 23-3094000 | ||
PVR Midstream JV Holdings LLC | Delaware | 20-2425250 | ||
Regency Crude Marketing LLC | Delaware | 27-3416989 | ||
Regency DeSoto Pipeline LLC | Texas | 06-1734875 | ||
Regency DeSoto-Hesco Services LLC | Texas | 80-0117305 | ||
Regency ERCP LLC | Delaware | 46-0808060 | ||
Regency Field Services LLC | Delaware | 35-2270502 | ||
Regency Gas Services LP | Delaware | 03-0516215 | ||
Regency Gas Utility LLC | Delaware | 26-0103022 | ||
Regency GOM LLC | Texas | 80-0117311 | ||
Regency Haynesville Intrastate Gas LLC | Delaware | 90-0446410 | ||
Regency Hydrocarbons LLC | Oklahoma | 73-1410518 | ||
Regency Laverne LLC | Oklahoma | 73-1520381 | ||
Regency Liquids Pipeline LLC | Delaware | 32-0077619 | ||
Regency Logistics and Trading LLC | Delaware | 45-2017795 | ||
Regency Marcellus Gas Gathering LLC | Delaware | 27-2142725 | ||
Regency Mi Vida LLC | Delaware | 47-2179962 | ||
Regency Midcontinent Express LLC | Delaware | 27-2711062 | ||
Regency Midstream LLC | Delaware | 45-0921356 | ||
Regency NEPA Gas Gathering LLC | Texas | 38-3877838 | ||
Regency OLP GP LLC | Delaware | 20-4188520 | ||
Regency Pipeline LLC | Delaware | 20-3424891 | ||
Regency Quitman Gathering LLC | Delaware | 20-4435455 | ||
Regency Ranch JV LLC | Delaware | 45-5341886 | ||
Regency Texas Pipeline LLC | Delaware | 27-5225952 | ||
Regency Utica Gas Gathering LLC | Delaware | 46-3267657 | ||
Regency Utica Holdco LLC | Delaware | 47-1527484 | ||
Regency Vaughn Gathering LLC | Texas | 20-3296893 | ||
RGP Marketing LLC | Texas | 75-2468080 | ||
RGP Westex Gathering Inc. | Texas | 75-2400144 |
Exact Name of Registrant Guarantor(1) | State or Other Jurisdiction of Incorporation or Formation | I.R.S. Employer Identification Number | ||
RGU West LLC | Texas | 20-0068473 | ||
RHEP Crude LLC | Texas | 45-2869473 | ||
Suncrest Resources LLC | Delaware | 02-0662120 | ||
Superior Gas Compression, LLC | Texas | 87-0802353 | ||
Toney Fork LLC | Delaware | N/A | ||
West Texas Gathering Company | Delaware | 75-0976094 | ||
WGP-KHC, LLC | Delaware | 48-1267995 |
| (1) | The address, including zip code, and telephone number, including area code, of each additional registrant guarantor’s principal executive office is 2001 Bryan Street, Suite 3700, Dallas, Texas 75201, (214) 750-1771. |
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the Automatic Shelf Registration Statement on Form S-3 (as amended, the “Registration Statement”), File No. 333-185179, of Regency Energy Partners LP, a Delaware limited partnership (“Regency”), Regency Energy Finance Corp., a Delaware corporation (“Finance”), and Regency’s subsidiary guarantor registrants (together with Regency and Finance, the “Registrants”) filed with the Securities and Exchange Commission on November 28, 2012. The Registration Statement registered the offer and sale from time to time of an indeterminate number of common units representing limited partner interests and debt securities (and any guarantees thereof) (collectively, the “Securities”).
On April 28, 2015, the unitholders of Regency approved the Agreement and Plan of Merger, dated as of January 25, 2015, as amended by Amendment No. 1 thereto (as so amended, the “Merger Agreement”), by and among (i) Energy Transfer Parterns, L.P., a Delaware limited partnership (“ETP”), (ii) Energy Transfer Partners GP, L.P., a Delaware limited partnership, (iii) Rendezvous I LLC, a Delaware limited liability company (“Merger Sub”), (iv) Rendezvous II LLC, a Delaware limited liability company, (v) Regency, (vi) Regency GP LP, a Delaware limited partnership, (vii) ETE GP Acquirer LLC, a Delaware limited liability company (“ETE Acquirer”), and, solely for purposes of certain provisions therein, Energy Transfer Equity, L.P., a Delaware limited partnership. Pursuant to the terms of the Merger Agreement, Regency merged with Merger Sub, with Regency continuing as the surviving entity and as a wholly owned subsidiary of ETP (the “Merger”). Each outstanding common unit representing a limited partner interest of Regency and Class F unit representing a limited partner interest of Regency was converted into the right to receive 0.4124 newly issued common units representing limited partner interests of ETP.
In connection with the aniticipated completion of the transactions contemplated by the Merger Agreement, the Registrants have terminated all offerings of Securities pursuant to the Registration Statement. In accordance with undertakings made by the Registrants in the Registration Statement to remove from registration, by means of a post-effective amendment, any of the Securities that had been registered for issuance that remain unsold at the termination of such offering, the Registrants hereby remove from registration all of such Securities of the Registrants registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, 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 No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Dallas, State of Texas on April 30, 2015.
| REGENCY ENERGY PARTNERS LP | ||
| By: | Regency GP LP, its general partner | |
| By: | Regency GP LLC, its general partner | |
| By: | /s/ Michael J. Bradley | |
| Name: Michael J. Bradley | ||
| Title: President, Chief Executive Officer and Director | ||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 4 to the Registration Statement has been signed by the following persons in their capacities indicated, which are with Regency GP LLC, the general partner of Regency GP LP, the general partner of Regency Energy Partners LP, on the dates indicated:
| Signature | Title | Date | ||
/s/ Michael J. Bradley Michael J. Bradley | President, Chief Executive Officer and Director (Principal Executive Officer) | April 30, 2015 | ||
* Thomas E. Long | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | April 30, 2015 | ||
* A. Troy Sturrock | Vice President and Controller (Principal Accounting Officer) | April 30, 2015 | ||
* James W. Bryant | Director | April 30, 2015 | ||
* Rodney L. Gray | Director | April 30, 2015 | ||
* John W. McReynolds | Director | April 30, 2015 | ||
/s/ Matthew S. Ramsey Matthew S. Ramsey | Director | April 30, 2015 | ||
/s/ Richard D. Brannon Richard D. Brannon | Director | April 30, 2015 | ||
| * By: | /s/ Michael J. Bradley | |
| Michael J. Bradley, Attorney-in-fact |
[Signature Page to Post-Effective S-3 ASR]
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 Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on April 30, 2015.
| REGENCY ENERGY FINANCE CORP. | ||
| By: | /s/ Michael J. Bradley | |
| Name: Michael J. Bradley | ||
| Title: President | ||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 4 to the Registration Statement has been signed by the following persons in their capacities indicated on the dates indicated:
| Signature | Title | Date | ||
/s/ Michael J. Bradley Michael J. Bradley | President and Director (Principal Executive Officer) | April 30, 2015 | ||
* Thomas E. Long | Vice President and Director (Principal Financial Officer) | April 30, 2015 | ||
* A. Troy Sturrock | Vice President (Principal Accounting Officer) | April 30, 2015 | ||
| * By: | /s/ Michael J. Bradley | |
| Michael J. Bradley, Attorney-in-fact |
[Signature Page to Post-Effective S-3 ASR]
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 Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on April 30, 2015.
| REGENCY GAS SERVICES LP | ||
| By: | Regency OLP GP LLC, its general partner | |
| By: | /s/ Michael J. Bradley | |
| Name: Michael J. Bradley | ||
| Title: President | ||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 4 to the Registration Statement has been signed by the following persons in their capacities indicated, which are with Regency OLP GP LLC, the general partner of Regency Gas Services LP, on the dates indicated:
| Signature | Title | Date | ||
/s/ Michael J. Bradley Michael J. Bradley | President and Director (Principal Executive Officer) | April 30, 2015 | ||
* Thomas E. Long | Vice President and Director (Principal Financial Officer) | April 30, 2015 | ||
* A. Troy Sturrock | Vice President and Director (Principal Accounting Officer) | April 30, 2015 | ||
| * By: | /s/ Michael J. Bradley | |
| Michael J. Bradley, Attorney-in-fact |
[Signature Page to Post-Effective S-3 ASR]
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrants (each, a “Corporate Guarantor”) 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 Amendment No. 4 to the Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on April 30, 2015.
RGP WESTEX GATHERING INC. WEST TEXAS GATHERING COMPANY | ||
| By: | /s/ Michael J. Bradley | |
| Name: Michael J. Bradley | ||
| Title: President | ||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 4 to the Registration Statement has been signed by the following persons in their capacities with each Corporate Guarantor indicated on the dates indicated:
| Signature | Title | Date | ||
/s/ Michael J. Bradley Michael J. Bradley | President and Director (Principal Executive Officer) | April 30, 2015 | ||
* Thomas E. Long | Vice President and Director (Principal Financial Officer) | April 30, 2015 | ||
* A. Troy Sturrock | Vice President (Principal Accounting Officer) | April 30, 2015 | ||
| * By: | /s/ Michael J. Bradley | |
| Michael J. Bradley, Attorney-in-fact |
[Signature Page to Post-Effective S-3 ASR]
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrants (each, a “LLC Guarantor”) 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 Amendment No. 4 to the Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on April 30, 2015.
CDM RESOURCE MANAGEMENT LLC CONNECT GAS PIPELINE LLC DULCET ACQUISITION LLC FIELDCREST RESOURCES LLC FRONTSTREET HUGOTON LLC GULF STATES TRANSMISSION LLC K RAIL LLC KANAWHA RAIL LLC LJL, LLC LOADOUT LLC PENN VIRGINIA OPERATING CO., LLC PVR MIDSTREAM JV HOLDINGS LLC REGENCY FIELD SERVICES LLC REGENCY GAS SERVICES LP REGENCY GAS UTILITY LLC REGENCY HAYNESVILLE INTRASTATE GAS LLC REGENCY HYDROCARBONS LLC REGENCY LAVERNE LLC REGENCY LIQUIDS PIPELINE LLC REGENCY MARCELLUS GAS GATHERING LLC REGENCY MIDCONTINENT EXPRESS LLC REGENCY MIDSTREAM LLC REGENCY NEPA GAS GATHERING LLC REGENCY PIPELINE LLC REGENCY RANCH JV LLC REGENCY TEXAS PIPELINE LLC REGENCY UTICA GAS GATHERING LLC RGP MARKETING LLC RGU WEST LLC RHEP CRUDE LLC SUNCREST RESOURCES LLC TONEY FORK LLC WGP-KHC, LLC By: FrontStreet Hugoton LLC, its sole member | ||
| By: | Regency Gas Services LP, its sole member | |
| By: | Regency OLP GP LLC, its general partner | |
| By: | /s/ Michael J. Bradley | |
| Name: Michael J. Bradley | ||
| Title: President | ||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 4 to the Registration Statement has been signed by the following persons in their capacities indicated, which are with Regency OLP GP LLC, the general partner of Regency Gas Services LP, the sole member of each LLC Guarantor (and, with respect to WGP-KHC, LLC, the sole member of such entity’s sole member), on the dates indicated:
[Signature Page to Post-Effective S-3 ASR]
| Signature | Title | Date | ||
/s/ Michael J. Bradley | President and Director | April 30, 2015 | ||
| Michael J. Bradley | (Principal Executive Officer) | |||
* | Vice President and Director | April 30, 2015 | ||
| Thomas E. Long | (Principal Financial Officer) | |||
* | Vice President and Director | April 30, 2015 | ||
| A. Troy Sturrock | (Principal Accounting Officer) | |||
| * By: | /s/ Michael J. Bradley | |
| Michael J. Bradley, Attorney-in-fact |
[Signature Page to Post-Effective S-3 ASR]
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 have duly caused this Amendment No. 4 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on April 30, 2015.
| REGENCY OLP GP LLC | ||
| By: | /s/ Michael J. Bradley | |
| Name: Michael J. Bradley | ||
| Title: President | ||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 4 to the Registration Statement has been signed by the following persons in their capacities indicated on the dates indicated:
| Signature | Title | Date | ||
/s/ Michael J. Bradley | President and Director | April 30, 2015 | ||
| Michael J. Bradley | (Principal Executive Officer) | |||
* | Vice President and Director | April 30, 2015 | ||
| Thomas E. Long | (Principal Financial Officer) | |||
* | Vice President and Director | April 30, 2015 | ||
| A. Troy Sturrock | (Principal Accounting Officer) | |||
| * By: | /s/ Michael J. Bradley | |
| Michael J. Bradley, Attorney-in-fact |
[Signature Page to Post-Effective S-3 ASR]
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrants (each, a “New LLC Guarantor”) 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 Amendment No. 4 to the Registration Statement to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on April 30, 2015.
CDM HOLDINGS LLC By: CDM Resource Management LLC, its sole member CMA PIPELINE PARTNERSHIP, LLC GALVESTON BAY GATHERING, LLC HESCO GATHERING COMPANY, LLC HESCO PIPELINE COMPANY, LLC MIDSTREAM GAS SERVICES LLC REGENCY CRUDE MARKETING LLC REGENCY DESOTO PIPELINE LLC REGENCY DESOTO-HESCO SERVICES LLC REGENCY ERCP LLC REGENCY GOM LLC REGENCY LOGISTICS AND TRADING LLC REGENCY MI VIDA LLC REGENCY QUITMAN GATHERING LLC REGENCY UTICA HOLDCO LLC REGENCY VAUGHN GATHERING LLC SUPERIOR GAS COMPRESSION LLC | ||
| By: | Regency Gas Services LP, its sole member | |
| By: | Regency OLP GP LLC, its general partner | |
| By: | /s/ Michael J. Bradley | |
| Name: Michael J. Bradley | ||
| Title: President | ||
Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 4 to the Registration Statement has been signed by the following persons in their capacities indicated, which are with Regency OLP GP LLC, the general partner of Regency Gas Services LP, the sole member of each New LLC Guarantor or such New LLC Guarantor’s sole member, on the dates indicated:
| Signature | Title | Date | ||
/s/ Michael J. Bradley | President and Director | April 30, 2015 | ||
| Michael J. Bradley | (Principal Executive Officer) | |||
/s/ Thomas E. Long | Vice President and Director | April 30, 2015 | ||
| Thomas E. Long | (Principal Financial Officer) | |||
/s/ A. Troy Sturrock | Vice President and Director | April 30, 2015 | ||
| A. Troy Sturrock | (Principal Accounting Officer) | |||
[Signature Page to Post-Effective S-3 ASR]