As filed with the Securities and Exchange Commission on July 22, 2015
Registration No. 333-202611
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
NBL TEXAS, LLC
(Exact name of registrant as specified in its charter)
| Delaware | 43-2083519 | |
(State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
1001 Noble Energy Way
Houston, Texas 77070
(281) 872-3100
(Address, including zip code, and telephone numbers, including area code, of registrant’s principal executive offices)
Arnold J. Johnson
Senior Vice President, General Counsel and Secretary
Noble Energy, Inc.
1001 Noble Energy Way
Houston, Texas 77070
(281) 872-3100
(Name, address, including zip code, and telephone numbers, 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, 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| Large accelerated filer | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS
Exact Name of Subsidiary Guarantor Registrant as Specified in its Charter (1) | State or Other Jurisdiction of Organization | Primary Standard Industrial Classification Code Number | I.R.S. Employer Identification Number | |||||||||
Rosetta Resources Offshore, LLC | Delaware | 1311 | 51-0546843 | |||||||||
Rosetta Resources Holdings, LLC | Delaware | 1311 | 20-2943018 | |||||||||
Rosetta Resources Operating GP, LLC | Delaware | 1311 | 27-0011349 | |||||||||
Rosetta Resources Operating LP | Delaware | 1311 | 71-0882453 | |||||||||
Rosetta Resources Michigan Limited Partnership | Delaware | 1311 | 30-0421588 | |||||||||
| (1) | The address for each subsidiary guarantor registrant is 1001 Noble Energy Way, Houston, Texas 77070, and the telephone number for each subsidiary guarantor registrant is (281) 872-3100. |
EXPLANATORY STATEMENT/DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (File No. 333-202611) (the “Registration Statement”) initially filed with the Securities and Exchange Commission on March 9, 2015 by Rosetta Resources Inc., a Delaware corporation (“Rosetta”), registering shares of common stock, par value $0.001 per share, shares of preferred stock, par value $0.001 per share, debt securities, and subsidiary guarantees of debt securities of Rosetta (collectively, the “Securities”).
On July 20, 2015, pursuant to an Agreement and Plan of Merger, dated as of May 10, 2015 (the “Merger Agreement”), by and among Noble Energy, Inc., a Delaware corporation (“Noble”), Rosetta and Bluebonnet Merger Sub Inc., a Delaware corporation and indirect, wholly owned subsidiary of Noble (“Merger Sub”), Merger Sub merged with and into Rosetta, with Rosetta continuing as the surviving entity. Immediately thereafter, Rosetta merged with and into NBL Texas, LLC, a Delaware limited liability company and an indirect, wholly owned subsidiary of Noble (the “Registrant”), with the Registrant continuing as the surviving company. In connection with the merger, the Registrant has terminated all offerings of the Securities pursuant to the Registration Statement. In accordance with the undertaking contained in the Registration Statement, the Registrant hereby removes from registration, by means of this Post-Effective Amendment No. 1 to the Registration Statement, any of the Securities registered that remain unsold under the Registration Statement as of the date hereof.
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 No. 1 to Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 22, 2015.
| NBL TEXAS, LLC | ||
| By: | /s/ Charles J. Rimer | |
| Name: | Charles J. Rimer | |
| Title: | President | |
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature | Title | Date | ||
/s/ Charles J. Rimer Name: Charles J. Rimer | President and Manager (Principal Executive Officer) | July 22, 2015 | ||
/s/ John A. Huser Name: John A. Huser | Vice President – Finance, Chief Financial Officer and Manager (Principal Financial Officer) | July 22, 2015 | ||
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 No. 1 to Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 22, 2015.
| ROSETTA RESOURCES OFFSHORE, LLC | ||
| By: | /s/ Charles J. Rimer | |
| Charles J. Rimer | ||
| President | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on dates indicated.
Signature | Title | Date | ||
/s/ Charles J. Rimer Charles J. Rimer | President and Director (Principal Executive Officer) | July 22, 2015 | ||
/s/ John A. Huser John A. Huser | Vice President – Finance and Director (Principal Financial Officer) | July 22, 2015 | ||
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 No. 1 to Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 22, 2015.
| ROSETTA RESOURCES HOLDINGS, LLC | ||
| By: | /s/ Charles J. Rimer | |
| Charles J. Rimer | ||
| President | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on dates indicated.
Signature | Title | Date | ||
/s/ Charles J. Rimer Charles J. Rimer | President and Director (Principal Executive Officer) | July 22, 2015 | ||
/s/ John A. Huser John A. Huser | Vice President – Finance and Director (Principal Financial Officer) | July 22, 2015 | ||
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 No. 1 to Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 22, 2015.
| ROSETTA RESOURCES OPERATING GP, LLC | ||
| By: | /s/ Charles J. Rimer | |
| Charles J. Rimer | ||
| President | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on dates indicated.
Signature | Title | Date | ||
/s/ Charles J. Rimer Charles J. Rimer | President and Director (Principal Executive Officer) | July 22, 2015 | ||
/s/ John A. Huser John A. Huser | Vice President – Finance and Director (Principal Financial Officer) | July 22, 2015 | ||
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 No. 1 to Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 22, 2015.
| ROSETTA RESOURCES OPERATING LP | ||
| By: Rosetta Resources Operating GP, LLC, its sole general partner | ||
| By: | /s/ Charles J. Rimer | |
| Charles J. Rimer | ||
| President | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities, which are with Rosetta Resources Operating GP, LLC, the sole general partner of Rosetta Resources Operating LP, and on dates indicated.
Signature | Title | Date | ||
/s/ Charles J. Rimer Charles J. Rimer | President and Director (Principal Executive Officer) | July 22, 2015 | ||
/s/ John A. Huser John A. Huser | Vice President – Finance and Director (Principal Financial Officer) | July 22, 2015 | ||
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 No. 1 to Form S-3 to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 22, 2015.
| ROSETTA RESOURCES MICHIGAN LIMITED PARTNERSHIP | ||
| By: Rosetta Resources Operating LP, its sole general partner | ||
| By: Rosetta Resources Operating GP, LLC, its sole general partner | ||
| By: | /s/ Charles J. Rimer | |
| Charles J. Rimer | ||
| President | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities, which are with Rosetta Resources Operating GP, LLC, the sole general partner of Rosetta Resources Operating LP, the sole general partner of Rosetta Resources Michigan Limited Partnership, and on dates indicated.
Signature | Title | Date | ||
/s/ Charles J. Rimer Charles J. Rimer | President and Director (Principal Executive Officer) | July 22, 2015 | ||
/s/ John A. Huser John A. Huser | Vice President – Finance and Director (Principal Financial Officer) | July 22, 2015 | ||