POSASR

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.)

 


3738 Oak Lawn Avenue

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]