As filed with the Securities and Exchange
Commission on February 1, 2016
Registration No. 333-200810
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
MIDCOAST ENERGY
PARTNERS, L.P. *
(Exact name of Registrant as specified in
its charter)
Delaware |
|
61-1714064 |
(State or other jurisdiction of
incorporation or organization) |
|
(I.R.S. Employer
Identification No.) |
1100 Louisiana
Suite 3300
Houston, Texas 77002
(Address of principal executive offices and
zip code)
(713) 821-2000
(Registrant’s telephone number, including
area code)
Chris Kaitson
1100 Louisiana, Suite 3300
Houston, Texas 77002
(713) 821-2000
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
Copies to:
Laura J. McMahon
Baker & Hostetler LLP
811 Main Street, Suite 1100
Houston, Texas 77002
(713) 646-1301
Approximate date of commencement of proposed
sale to the public: From time to time after the effective date of 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. x
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):
Large accelerated filer |
¨ |
|
Accelerated filer |
x |
|
|
|
|
|
Non-accelerated filer |
¨ (Do not check if a smaller reporting company) |
|
Smaller reporting company |
¨ |
*TABLE OF CO-REGISTRANT GUARANTORS
Company Name |
|
State of
Organization |
|
I.R.S.
Employer
Identification
Number |
ELTM, L.P. |
|
Delaware |
|
76-0378638 |
Enbridge Energy Marketing, L.L.C. |
|
Delaware |
|
76-0378638 |
Enbridge G & P (East Texas) L.P. |
|
Texas |
|
76-0378638 |
Enbridge G & P (North Texas) L.P. |
|
Texas |
|
76-0378638 |
Enbridge G & P (Oklahoma) L.P. |
|
Texas |
|
76-0378638 |
Enbridge Gathering (North Texas) L.P. |
|
Texas |
|
76-0378638 |
Enbridge Holdings (Texas Systems) L.L.C. |
|
Delaware |
|
76-0378638 |
Enbridge Liquids Marketing (North Texas) L.P. |
|
Delaware |
|
76-0378638 |
Enbridge Marketing (North Texas) L.P. |
|
Delaware |
|
76-0378638 |
Enbridge Marketing (U.S.) L.L.C. |
|
Delaware |
|
76-0378638 |
Enbridge Marketing (U.S.) L.P. |
|
Texas |
|
76-0378638 |
Enbridge Partners Risk Management, L.P. |
|
Delaware |
|
76-0378638 |
Enbridge Pipelines (East Texas) L.P. |
|
Texas |
|
76-0378638 |
Enbridge Pipelines (Louisiana Liquids) L.L.C. |
|
Delaware |
|
76-0378638 |
Enbridge Pipelines (North Texas) L.P. |
|
Texas |
|
76-0378638 |
Enbridge Pipelines (Oklahoma Transmission) L.L.C. |
|
Delaware |
|
76-0378638 |
Enbridge Pipelines (Texas Gathering) L.P. |
|
Delaware |
|
76-0378638 |
Enbridge Pipelines (Texas Intrastate) L.P. |
|
Texas |
|
76-0378638 |
Enbridge Pipelines (Texas Liquids) L.P. |
|
Texas |
|
76-0378638 |
Midcoast Operating, L.P. |
|
Texas |
|
76-0378638 |
Midcoast OLP GP, L.L.C. |
|
Delaware |
|
61-1714064 |
The address and phone number of each of the additional
registrants is c/o Midcoast Energy Partners, L.P., 1100 Louisiana, Suite 3300, Houston, TX 77002, (713) 821-2000.
TERMINATION OF REGISTRATION STATEMENT AND
DEREGISTRATION OF SECURITIES
On December 9, 2014, Midcoast Energy Partners,
L.P., a Delaware limited partnership (“MEP”), filed a shelf registration statement on Form S-3, Registration No. 333-200810
(the “Registration Statement”) with the Securities and Exchange Commission, which was declared effective on February
5, 2015.
The Registration Statement registered the issuance
and sale of an indeterminate aggregate principal amount and number of securities of each identified class of securities up to a
proposed aggregate offering price of $1,500,000,000, which may be offered from time to time in unspecified numbers and at indeterminate
prices, and as may be issuable in exchange for, or upon the exercise, conversion, redemption, repurchase or exercise of any securities
registered thereunder (the “Registered Securities”). No Registered Securities were issued under the Registration Statement.
Pursuant to the undertaking contained in the
Registration Statement, MEP is filing this Post-Effective Amendment No. 1 to the Registration Statement to terminate the Registration
Statement and remove from registration all of the Registered Securities which remain unsold as of the date of this Post-Effective
Amendment No. 1 to 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. 1 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 February 1, 2016.
|
MIDCOAST ENERGY PARTNERS, L.P. |
|
|
|
|
By: |
MIDCOAST HOLDINGS, L.L.C., |
|
|
its general partner |
|
|
|
|
By: |
/s/ CHRIS KAITSON |
|
|
Chris Kaitson |
|
|
Vice President – Law |
Note: No other person is required to sign this Post-Effective Amendment
No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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. 1 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 February 1, 2016.
|
ELTM, L.P. |
|
|
|
By: Enbridge Holdings (Texas Systems) L.L.C., its general partner |
|
|
|
|
By: |
/s/ CHRIS KAITSON |
|
|
Chris Kaitson |
|
|
Vice President – Law |
Note: No other person is required to sign this Post-Effective Amendment
No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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. 1 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 February 1, 2016.
|
Enbridge Energy Marketing, L.L.C. |
|
|
|
By: |
/s/ CHRIS KAITSON |
|
|
Chris Kaitson |
|
|
Vice President – Law |
Note: No other person is required to sign this Post-Effective Amendment
No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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. 1 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 February 1, 2016.
|
Enbridge G & P (East Texas) L.P. |
|
|
|
By: Enbridge Holdings (Texas Systems) L.L.C., its general partner |
|
|
|
|
By: |
/s/ CHRIS KAITSON |
|
|
Chris Kaitson |
|
|
Vice President – Law |
Note: No other person is required to sign this Post-Effective Amendment
No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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. 1 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 February 1, 2016.
|
Enbridge G & P (North Texas) L.P. |
|
|
|
By: Enbridge Holdings (Texas Systems) L.L.C., its general partner |
|
|
|
|
By: |
/s/ CHRIS KAITSON |
|
|
Chris Kaitson |
|
|
Vice President – Law |
Note: No other person is required to sign this Post-Effective Amendment
No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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. 1 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 February 1, 2016.
|
Enbridge G & P (Oklahoma) L.P. |
|
|
|
By: Enbridge Holdings (Texas Systems) L.L.C., its general partner |
|
|
|
|
By: |
/s/ CHRIS KAITSON |
|
|
Chris Kaitson |
|
|
Vice President – Law |
Note: No other person is required to sign this Post-Effective Amendment
No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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. 1 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 February 1, 2016.
|
Enbridge Gathering (North Texas) L.P. |
|
|
|
By: Enbridge Holdings (Texas Systems) L.L.C., its general partner |
|
|
|
|
By: |
/s/ CHRIS KAITSON |
|
|
Chris Kaitson |
|
|
Vice President – Law |
Note: No other person is required to sign this Post-Effective Amendment
No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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. 1 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 February 1, 2016.
|
Enbridge Holdings (Texas Systems) L.L.C. |
|
|
|
|
|
|
|
By: |
/s/ CHRIS KAITSON |
|
|
Chris Kaitson |
|
|
Vice President – Law |
Note: No other person is required to sign this Post-Effective Amendment
No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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. 1 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 February 1, 2016.
|
Enbridge Liquids Marketing (North Texas) L.P. |
|
|
|
By: Enbridge Holdings (Texas Systems) L.L.C., its general partner |
|
|
|
|
By: |
/s/ CHRIS KAITSON |
|
|
Chris Kaitson |
|
|
Vice President – Law |
Note: No other person is required to sign this Post-Effective Amendment
No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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. 1 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 February 1, 2016.
|
Enbridge Marketing (North Texas) L.P. |
|
|
|
By: Enbridge Holdings (Texas Systems) L.L.C., its general partner |
|
|
|
|
By: |
/s/ CHRIS KAITSON |
|
|
Chris Kaitson |
|
|
Vice President – Law |
Note: No other person is required to sign this Post-Effective Amendment
No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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. 1 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 February 1, 2016.
|
Enbridge Marketing (U.S.) L.L.C. |
|
|
|
|
By: |
/s/ CHRIS KAITSON |
|
|
Chris Kaitson |
|
|
Vice President – Law |
Note: No other person is required to sign this Post-Effective Amendment
No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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. 1 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 February 1, 2016.
|
Enbridge Marketing (U.S.) L.P. |
|
|
|
By: Enbridge Marketing (U.S.) L.L.C., its general partner |
|
|
|
|
By: |
/s/ CHRIS KAITSON |
|
|
Chris Kaitson |
|
|
Vice President – Law |
Note: No other person is required to sign this Post-Effective Amendment
No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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. 1 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 February 1, 2016.
|
Enbridge Partners Risk Management, L.P. |
|
|
|
By: Enbridge Holdings (Texas Systems) L.L.C., its general partner |
|
|
|
By: |
/s/ CHRIS KAITSON |
|
|
Chris Kaitson |
|
|
Vice President – Law |
Note: No other person is required to sign this Post-Effective
Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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. 1 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 February 1, 2016.
|
Enbridge Pipelines (East Texas) L.P. |
|
|
|
By: Enbridge Holdings (Texas Systems) L.L.C., its general partner |
|
|
|
By: |
/s/ CHRIS KAITSON |
|
|
Chris Kaitson |
|
|
Vice President – Law |
Note: No other person is required to sign this Post-Effective
Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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. 1 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 February 1, 2016.
|
Enbridge Pipelines (Louisiana Liquids) L.L.C. |
|
|
|
By: |
/s/ CHRIS KAITSON |
|
|
Chris Kaitson |
|
|
Agent for Service of Process |
Note: No other person is required to sign this Post-Effective
Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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. 1 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 February 1, 2016.
|
Enbridge Pipelines (North Texas) L.P. |
|
|
|
By: Enbridge Holdings (Texas Systems) L.L.C., its general partner |
|
|
|
By: |
/s/ CHRIS KAITSON |
|
|
Chris Kaitson |
|
|
Vice President – Law |
Note: No other person is required to sign this Post-Effective
Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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. 1 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 February 1, 2016.
|
Enbridge Pipelines (Oklahoma Transmission) L.L.C. |
|
|
|
By: |
/s/ CHRIS KAITSON |
|
|
Chris Kaitson |
|
|
Vice President – Law |
Note: No other person is required to sign this Post-Effective
Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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. 1 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 February 1, 2016.
|
Enbridge Pipelines (Texas Gathering) L.P. |
|
|
|
By: Enbridge Holdings (Texas Systems) L.L.C., its general partner |
|
|
|
By: |
/s/ CHRIS KAITSON |
|
|
Chris Kaitson |
|
|
Vice President – Law |
Note: No other person is required to sign this Post-Effective
Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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. 1 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 February 1, 2016.
|
Enbridge Pipelines (Texas Intrastate) L.P. |
|
|
|
By: Enbridge Holdings (Texas Systems) L.L.C., its general partner |
|
|
|
By: |
/s/ CHRIS KAITSON |
|
|
Chris Kaitson |
|
|
Vice President – Law |
Note: No other person is required to sign this Post-Effective
Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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. 1 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 February 1, 2016.
|
Enbridge Pipelines (Texas Liquids) L.P. |
|
|
|
By: Enbridge Holdings (Texas Systems) L.L.C., its general partner |
|
|
|
By: |
/s/ CHRIS KAITSON |
|
|
Chris Kaitson |
|
|
Vice President – Law |
Note: No other person is required to sign this Post-Effective
Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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. 1 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 February 1, 2016.
|
Midcoast Operating, L.P. |
|
|
|
By: Midcoast OLP GP, L.L.C., its general partner |
|
|
|
By: |
/s/ CHRIS KAITSON |
|
|
Chris Kaitson |
|
|
Vice President – Law |
Note: No other person is required to sign this Post-Effective
Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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. 1 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 February 1, 2016.
|
Midcoast OLP GP, L.L.C. |
|
|
|
By: |
/s/ CHRIS KAITSON |
|
|
Chris Kaitson |
|
|
Vice President – Law |
Note: No other person is required to sign this Post-Effective
Amendment No. 1 to the Registration Statement in reliance on Rule 478 of the Securities Act of 1933, as amended.
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