Post-effective Amendment to an S-8 Filing (s-8 Pos)
01 Outubro 2015 - 7:03AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on September 30, 2015
Registration No. 333-178659
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CRESTWOOD MIDSTREAM PARTNERS LP
(Exact name of registrant as specified in its charter)
Inergy Midstream, L.P. Long Term Incentive Plan
Inergy Midstream, L.P. Employee Unit Purchase Plan
(Full title of the plan)
Delaware |
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20-1647837 |
(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification Number) |
700 Louisiana, Suite 2550
Houston, Texas 77002
(832)-519-2200
(Address, including zip code, and telephone
number, including area code, of registrants
principal executive offices)
Robert T. Halpin
700 Louisiana, Suite 2550
Houston, Texas 77002
(832)-519-2200
(Address, including zip code, and telephone
number, including area code, of agent for service)
INERGY MIDSTREAM, L.P.
(Former name or former address,
if changed since last report)
With a copy to:
G. Michael OLeary, Jr.
Andrews Kurth LLP
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4200
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 x |
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Accelerated filer o |
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Non-accelerated filer o |
(Do not check if a smaller reporting company) |
Smaller reporting company o |
DEREGISTRATION OF SECURITIES
On December 21, 2011, Crestwood Midstream Partners LP (formerly known as Inergy Midstream, L.P.), a Delaware limited partnership (the Partnership), filed a registration statement on Form S-8 (Registration No. 333-178659) (the Registration Statement) with the Securities and Exchange Commission (the Commission), which was deemed effective upon filing. The Registration Statement registered the offer and sale of 7,432,500 common units representing limited partner interests in the Partnership (Common Units) issuable pursuant to the Inergy Midstream, L.P. Long-Term Incentive Plan and 200,000 Common Units issuable pursuant to the Inergy Midstream, L.P. Employee Unit Purchase Plan (collectively, the Registered Securities).
Pursuant to the Agreement and Plan of Merger, dated as of May 5, 2015, by and among the Partnership, Crestwood Midstream GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner), Crestwood Equity Partners LP, a Delaware limited partnership (CEQP), Crestwood Equity GP LLC, a Delaware limited liability company and the general partner of CEQP (the CEQP GP), CEQP ST SUB LLC, a Delaware limited liability company and a wholly owned subsidiary of CEQP (MergerCo), MGP GP, LLC. a Delaware limited liability company and wholly owned subsidiary of CEQP (MGP GP), Crestwood Midstream Holdings LP, a Delaware limited partnership (Midstream Holdings) and Crestwood Gas Services GP, LLC, a Delaware limited liability company and wholly owned subsidiary of the General Partner (CGS GP), MergerCo, MGP GP and Midstream Holdings merged with and into the Partnership, with the Partnership surviving the merger as an indirect wholly owned subsidiary of CEQP, on September 30, 2015 (the Merger).
In connection with the Merger, as of the date hereof, the offer and sale of the Registered Securities is terminated, and in accordance with an undertaking made by the Partnership in the Registration Statement, the Partnership hereby removes from registration by means of this Post-Effective Amendment No. 1 any of the Registered Securities which remain unsold under the Registration Statement as of the date hereof.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, Crestwood Midstream Partners LP certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on September 30, 2015.
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CRESTWOOD MIDSTREAM PARTNERS LP |
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By: |
Crestwood Midstream GP LLC, its General Partner |
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By: |
/s/ |
Robert T. Halpin |
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Robert T. Halpin |
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Senior Vice President and |
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Chief Financial Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 has been signed by the following persons in the capacities indicated on September 30, 2015.
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Title |
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/s/ Robert G. Phillips |
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President, Director Chief Executive Officer of Crestwood Midstream GP LLC (Principal Executive Officer) |
Robert G. Phillips |
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/s/ Robert T. Halpin |
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Senior Vice President and Chief Financial Officer of Crestwood Midstream GP LLC (Principal Financial Officer) |
Robert T. Halpin |
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/s/ Steven M. Dougherty |
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Senior Vice President and Chief Accounting Officer of Crestwood Midstream GP LLC (Principal Accounting Officer) |
Steven M. Dougherty |
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/s/ Alvin Bledsoe |
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Director of Crestwood Midstream GP LLC |
Alvin Bledsoe |
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/s/ Michael G. France |
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Director of Crestwood Midstream GP LLC |
Michael G. France |
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/s/ Philip D. Gettig |
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Director of Crestwood Midstream GP LLC |
Philip D. Gettig |
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* |
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Director of Crestwood Midstream GP LLC |
Warren H. Gfeller |
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* |
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Director of Crestwood Midstream GP LLC |
Arthur B. Krause |
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/s/ David Lumpkins |
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Director of Crestwood Midstream GP LLC |
David Lumpkins |
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/s/ John J. Sherman |
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Director of Crestwood Midstream GP LLC |
John J. Sherman |
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/s/ David M. Wood |
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Director of Crestwood Midstream GP LLC |
David M. Wood |
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*By: |
/s/ John J. Sherman |
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John J. Sherman |
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(Attorney-in-fact) |
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