Post-effective Amendment to Registration Statement (pos Am)
March 08 2017 - 4:29PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 8, 2017
Registration No. 333-199312
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT NO. 333-199312
Memorial
Production Partners LP
(Exact name of registrant as specified in its charter)
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Delaware
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90-0726667
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(State of or other jurisdiction of
incorporation or organization)
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(IRS Employer
Identification Number)
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500 Dallas Street, Suite 1600
Houston, Texas 77002
(713) 490-8900
(Address,
including zip code, and telephone number, including area code, of registrants principal executive offices)
Jason M.
Childress
Vice President, General Counsel and Corporate Secretary
500 Dallas Street, Suite 1600
Houston, Texas 77002
(713) 490-8900
(Name,
address and telephone number, including area code, of agent for service)
Approximate date of
commencement of proposed sale to the public:
Not applicable. Removal from registration of securities that were not sold pursuant to this Registration Statement
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. ☐
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):
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Large accelerated filer
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☐
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Accelerated filer
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☒
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Non-accelerated filer
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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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DEREGISTRATION OF UNSOLD SECURITIES
This Post-Effective Amendment (the
Post-Effective Amendment
) filed by Memorial Production Partners LP (the
Partnership
)
deregisters all of the Partnerships common units representing limited partner interests (the
Units
) remaining unissued under the following Registration Statement on Form S-3 (the
Registration Statement
)
filed by the Partnership with the U.S. Securities and Exchange Commission (the
Commission
):
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Registration Statement on Form S-3 (No. 333-199312), pertaining to the registration of an aggregate amount of Units representing a maximum offering price of $250,000,000, filed on October 14, 2014.
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As previously disclosed, on January 16, 2017, the Partnership, and certain of its subsidiaries, filed voluntary petitions for relief
under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the
Bankruptcy Court
).
In anticipation of the approval and effectiveness pursuant to an order of the Bankruptcy Court of the Partnerships chapter 11 plan of reorganization
(the
Plan
), the offering pursuant to the Registration Statement has been terminated. In accordance with the undertaking made by the Partnership in the Registration Statement to remove from registration, by means of a
post-effective amendment, any of the securities that remain unsold at the termination of the offering, the Partnership hereby removes from registration all Units registered under the Registration Statement but not sold under the Registration
Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on March 8, 2017.
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MEMORIAL PRODUCTION PARTNERS LP
By: Memorial Production Partners GP LLC, its general partner
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By:
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/s/ William J. Scarff
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William J. Scarff
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act, these Post-Effective Amendments to the Registration Statement been
signed by the following persons in the capacities indicated below on March 8, 2017.
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Signature
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Title**
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/s/ William J. Scarff
William J. Scarff
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President, Chief Executive Officer and Director
(Principal Executive Officer)
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/s/ Robert L. Stillwell, Jr.
Robert L. Stillwell, Jr.
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Vice President and Chief Financial Officer
(Principal Financial Officer)
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/s/ Matthew Hoss
Matthew Hoss
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Vice President, Accounting
(Principal
Accounting Officer)
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/s/ Jonathan M. Clarkson
Jonathan M. Clarkson
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Non-Executive Chairman of the Board of Directors
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/s/ P. Michael Highum
P. Michael Highum
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Director
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/s/ John A. Weinzierl
John A. Weinzierl
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Director
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/s/ W. Donald Brunson
W. Donald Brunson
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Director
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**
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With Memorial Production Partners GP LLC, the general partner of Memorial Production Partners LP
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