As filed with the Securities and Exchange Commission on October 3, 2014
Registration No. 333-195669
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 3
to
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Mid-Con Energy Partners, LP
Mid-Con Energy Finance Corporation
(Exact name of registrant as specified in its charter)
| Delaware Delaware |
45-2842469 80-0894797 | |||
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification Number) |
2501 North Harwood Street, Suite 2410 Dallas, Texas 75201
(972) 479-5980
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Nathan P. Pekar
Mid-Con Energy GP, LLC
2501 North Harwood Street, Suite 2410
Dallas, Texas 75201
(972) 479-5980
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
William J. Cooper
Jon W. Daly
Andrews Kurth LLP
600 Travis, Suite 4200
Houston, Texas 77002
(713) 220-4200
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:
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
ADDITIONAL REGISTRANT GUARANTOR
| Exact name of additional registrant as |
State or other jurisdiction of
incorporation |
I.R.S. Employer Identification No. | ||
| Mid-Con Energy Properties, LLC |
Delaware | 45-2842566 |
* The address for the additional registrant guarantor’s principal executive office is 2501 North Harwood Street, Suite 2410, Dallas, Texas 75201, and the telephone number is (972) 479-5980.
EXPLANATORY NOTE
Mid-Con Energy Partners, LP is filing this pre-effective Amendment No. 3 on Form S-3/A to the Registration Statement on Form S-3 (Registration No. 333-195669), originally filed on May 2, 2014 (the “Registration Statement”), which supplements Amendment No. 1 on Form S-3/A filed on June 25, 2014 and Amendment No. 2 on Form S-3/A filed on September 30, 2014 (the “Second Amendment”), as an exhibit-only filing to file the Opinion of Andrews Kurth LLP filed herewith as Exhibit 5.1 (the “Opinion”), in order to update the Opinion originally filed with the Registration Statement. Accordingly, this Amendment No. 3 consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature page to the Registration Statement, the exhibit index and the Opinion filed herewith as Exhibit 5.1. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
| Exhibit |
||
| 1.1*** | Form of Underwriting Agreement. | |
| 3.1 | Certificate of Limited Partnership of Mid-Con Energy Partners, LP (incorporated by reference to Exhibit 3.1 to Mid-Con Energy Partners, LP’s Registration Statement on Form S-1 filed on August 12, 2011 (File No. 333-176265)). | |
| 3.2 | First Amended and Restated Agreement of Limited Partnership of Mid-Con Energy Partners, LP, dated as of December 20, 2011 (incorporated by reference to Exhibit 3.1 to Mid-Con Energy Partners, LP’s current report on Form 8-K filed on December 23, 2011). | |
| 3.3 | Certificate of Formation of Mid-Con Energy GP, LLC (incorporated by reference to Exhibit 3.4 to Mid-Con Energy Partners, LP’s Registration Statement on Form S-1 filed on August 12, 2011 (File No. 333-176265)). | |
| 3.4 | Amended and Restated Limited Liability Company Agreement of Mid-Con Energy GP, LLC, dated as of December 20, 2011 (incorporated by reference to Exhibit 3.2 to Mid-Con Energy Partners, LP’s current report on Form 8-K filed on December 23, 2011). | |
| 3.5 | Certificate of Incorporation of Mid-Con Energy Finance Corporation dated February 11, 2013 (incorporated by reference to Exhibit 3.5 to the Partnership’s Registration Statement on Form S-3 (SEC File No. 333-187012), filed on March 1, 2013). | |
| 3.6 | Bylaws of Mid-Con Energy Finance Corporation dated February 11, 2013 (incorporated by reference to Exhibit 3.6 to the Partnership’s Registration Statement on Form S-3 (SEC File No. 333-187012), filed on March 1, 2013). | |
| 3.7 | Certificate of Formation of Mid-Con Energy Properties, LLC dated as of July 27, 2011 (incorporated by reference to Exhibit 3.7 to the Partnership’s Registration Statement on Form S-3 (SEC File No. 333-187012), filed on March 1, 2013). | |
| 3.8 | Limited Liability Company Agreement of Mid-Con Energy Properties, LLC dated as of July 27, 2011 (incorporated by reference to Exhibit 3.8 to the Partnership’s Registration Statement on Form S-3 (SEC File No. 333-187012), filed on March 1, 2013). | |
| 4.1 | Form of Senior Indenture (including form of senior debt security and form of guaranty agreement) (incorporated by reference to Exhibit 4.1 to the Partnership’s Registration Statement on Form S-3 (SEC File No. 333-187012), filed on March 1, 2013). | |
| 4.2 | Form of Subordinated Indenture (including form of subordinated debt security and form of guaranty agreement) (incorporated by reference to Exhibit 4.2 to the Partnership’s Registration Statement on Form S-3 (SEC File No. 333-187012), filed on March 1, 2013). | |
| 5.1** | Opinion of Andrews Kurth LLP as to the legality of the securities being registered | |
| 8.1* | Opinion of Andrews Kurth LLP relating to tax matters | |
| 12.1* | Computation of Ratio of Earnings to Fixed Charges | |
| 23.1* | Consent of Cawley, Gillespie & Associates, Inc. | |
| 23.2* | Consent of Grant Thornton LLP | |
| 23.3* | Consent of Grant Thornton LLP | |
| 23.4* | Consent of Grant Thornton LLP | |
| 23.5* | Consent of Andrews Kurth LLP (included in Exhibits 5.1 and 8.1) | |
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| Exhibit |
||
| 24.1* | Powers of Attorney (included on the signature page) | |
| 25.1* | Statement of Eligibility and Qualification of the Trustee under the Senior Indenture under the Trust Indenture Act of 1939, as amended, on Form T-1. | |
| 25.2* | Statement of Eligibility and Qualification of the Trustee under the Subordinated Indenture under the Trust Indenture Act of 1939, as amended, on Form T-1. | |
| * | Previously filed. |
| ** | Filed herewith. |
| *** | To be filed by amendment or incorporated by reference in connection with the offering of a particular class or series of securities. |
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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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas.
Date: October 3, 2014
| MID-CON ENERGY PARTNERS, LP | ||
| By: Mid-Con Energy GP, LLC, its general partner | ||
| By: | /s/ Nathan P. Pekar | |
| Nathan P. Pekar | ||
| Vice President of Business Development & General Counsel | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates presented.
| Signature |
Title |
Date | ||
| * Charles R. Olmstead |
Executive Chairman of the Board of Directors |
October 3, 2014 | ||
| * Jeffrey R. Olmstead |
Chief Executive Officer and Director |
October 3, 2014 | ||
| /s/ Michael D. Peterson Michael D. Peterson |
Chief Financial Officer |
October 3, 2014 | ||
| * David A. Culbertson |
Chief Accounting Officer |
October 3, 2014 | ||
| * Peter A. Leidel |
Director |
October 3, 2014 | ||
| * Cameron O. Smith |
Director |
October 3, 2014 | ||
| * Robert W. Berry |
Director |
October 3, 2014 | ||
| * Peter Adamson III |
Director |
October 3, 2014 | ||
| * Michael L. Wiggins |
President, Chief Engineer and Director |
October 3, 2014 | ||
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| Signature |
Title |
Date | ||
| * C. Fred Ball Jr. |
Director |
October 3, 2014 | ||
| *By: | /s/ Nathan P. Pekar | |
| Nathan P. Pekar, Attorney-in-fact | ||
II-4
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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas.
Date: October 3, 2014
| MID-CON ENERGY FINANCE CORPORATION | ||
| By: | /s/ Nathan P. Pekar | |
| Nathan P. Pekar | ||
| Vice President of Business Development & General Counsel | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates presented.
| Signature |
Title |
Date | ||
| * Charles R. Olmstead |
Executive Chairman of the Board of Directors |
October 3, 2014 | ||
| * Jeffrey R. Olmstead |
President, Chief Executive Officer and Director |
October 3, 2014 | ||
| /s/ Michael D. Peterson Michael D. Peterson |
Chief Financial Officer and Director |
October 3, 2014 | ||
| * David A. Culbertson |
Chief Accounting Officer and Treasurer |
October 3, 2014 | ||
| *By: | /s/ Nathan P. Pekar | |
| Nathan P. Pekar, Attorney-in-fact | ||
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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 registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas.
Date: October 3, 2014
| MID-CON ENERGY PROPERTIES, LLC | ||
| By: | /s/ Nathan P. Pekar | |
| Nathan P. Pekar | ||
| Vice President of Business Development & General Counsel | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates presented.
| Signature |
Title* |
Date | ||
| * Jeffrey R. Olmstead |
Chief Executive Officer of the registrant (Principal Executive Officer), and Director of Mid-Con Energy GP, LLC, the general partner of Mid-Con Energy Partners, LP, the sole member of the registrant |
October 3, 2014 | ||
| /s/ Michael D. Peterson Michael D. Peterson |
Chief Financial Officer of the registrant (Principal Financial Officer) of Mid-Con Energy GP, LLC, the general partner of Mid-Con Energy Partners, LP, the sole member of the registrant |
October 3, 2014 | ||
| * David A. Culbertson |
Chief Accounting Officer of the registrant (Principal Accounting Officer) |
October 3, 2014 | ||
| * Charles R. Olmstead |
Executive Chairman of the Board of Directors of Mid-Con Energy GP, LLC, the general partner of Mid-Con Energy Partners, LP, the sole member of the registrant |
October 3, 2014 | ||
| * Peter A. Leidel |
Director of Mid-Con Energy GP, LLC, the general partner of Mid-Con Energy Partners, LP, the sole member of the registrant |
October 3, 2014 | ||
| * Cameron O. Smith |
Director of Mid-Con Energy GP, LLC, the general partner of Mid-Con Energy Partners, LP, the sole member of the registrant |
October 3, 2014 | ||
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| Signature |
Title* |
Date | ||
| * Robert W. Berry |
Director of Mid-Con Energy GP, LLC, the general partner of Mid-Con Energy Partners, LP, the sole member of the registrant | October 3, 2014 | ||
| * Peter Adamson III |
Director of Mid-Con Energy GP, LLC, the general partner of Mid-Con Energy Partners, LP, the sole member of the registrant | October 3, 2014 | ||
| * Michael L. Wiggins |
Director of Mid-Con Energy GP, LLC, the general partner of Mid-Con Energy Partners, LP, the sole member of the registrant | October 3, 2014 | ||
| * C. Fred Ball Jr. |
Director of Mid-Con Energy GP, LLC, the general partner of Mid-Con Energy Partners, LP, the sole member of the registrant | October 3, 2014 | ||
| *By: | /s/ Nathan P. Pekar | |
| Nathan P. Pekar, Attorney-in-fact | ||
*The registrant is a member-managed limited liability company. Therefore, the registrant does not have a board of directors. The sole member of the registrant has appointed certain individuals to serve as officers of the registrant.
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INDEX TO EXHIBITS
| Exhibit |
||||
| 1.1*** | Form of Underwriting Agreement | |||
| 3.1 | Certificate of Limited Partnership of Mid-Con Energy Partners, LP (incorporated by reference to Exhibit 3.1 to Mid-Con Energy Partners, LP’s Registration Statement on Form S-1 filed on August 12, 2011 (File No. 333-176265)). | |||
| 3.2 | First Amended and Restated Agreement of Limited Partnership of Mid-Con Energy Partners, LP, dated as of December 20, 2011 (incorporated by reference to Exhibit 3.1 to Mid-Con Energy Partners, LP’s current report on Form 8-K filed on December 23, 2011). | |||
| 3.3 | Certificate of Formation of Mid-Con Energy GP, LLC (incorporated by reference to Exhibit 3.4 to Mid-Con Energy Partners, LP’s Registration Statement on Form S-1 filed on August 12, 2011 (File No. 333-176265)). | |||
| 3.4 | Amended and Restated Limited Liability Company Agreement of Mid-Con Energy GP, LLC, dated as of December 20, 2011 (incorporated by reference to Exhibit 3.2 to Mid-Con Energy Partners, LP’s current report on Form 8-K filed on December 23, 2011). | |||
| 3.5 | Certificate of Incorporation of Mid-Con Energy Finance Corporation dated February 11, 2013 (incorporated by reference to Exhibit 3.5 to the Partnership’s Registration Statement on Form S-3 (SEC File No. 333-187012), filed on March 1, 2013). | |||
| 3.6 | Bylaws of Mid-Con Energy Finance Corporation dated February 11, 2013 (incorporated by reference to Exhibit 3.6 to the Partnership’s Registration Statement on Form S-3 (SEC File No. 333-187012), filed on March 1, 2013). | |||
| 3.7 | Certificate of Formation of Mid-Con Energy Properties, LLC dated as of July 27, 2011 (incorporated by reference to Exhibit 3.7 to the Partnership’s Registration Statement on Form S-3 (SEC File No. 333-187012), filed on March 1, 2013). | |||
| 3.8 | Limited Liability Company Agreement of Mid-Con Energy Properties, LLC dated as of July 27, 2011 (incorporated by reference to Exhibit 3.8 to the Partnership’s Registration Statement on Form S-3 (SEC File No. 333-187012), filed on March 1, 2013). | |||
| 4.1 | Form of Senior Indenture (including form of senior debt security and form of guaranty agreement) (incorporated by reference to Exhibit 4.1 to the Partnership’s Registration Statement on Form S-3 (SEC File No. 333-187012), filed on March 1, 2013). | |||
| 4.2 | Form of Subordinated Indenture (including form of subordinated debt security and form of guaranty agreement) (incorporated by reference to Exhibit 4.2 to the Partnership’s Registration Statement on Form S-3 (SEC File No. 333-187012), filed on March 1, 2013). | |||
| 5.1** | Opinion of Andrews Kurth LLP as to the legality of the securities being registered | |||
| 8.1* | Opinion of Andrews Kurth LLP relating to tax matters | |||
| 12.1* | Computation of Ratio of Earnings to Fixed Charges | |||
| 23.1* | Consent of Cawley, Gillespie & Associates, Inc. | |||
| 23.2* | Consent of Grant Thornton LLP | |||
| 23.3* | Consent of Grant Thornton LLP | |||
| 23.4* | Consent of Grant Thornton LLP | |||
| 23.5* | Consent of Andrews Kurth LLP (included in Exhibits 5.1 and 8.1) | |||
| 24.1* | Powers of Attorney (included on the signature page) | |||
| 25.1* | Statement of Eligibility and Qualification of the Trustee under the Senior Indenture under the Trust Indenture Act of 1939, as amended, on Form T-1. | |||
| 25.2* | Statement of Eligibility and Qualification of the Trustee under the Subordinated Indenture under the Trust Indenture Act of 1939, as amended, on Form T-1. | |||
| * | Previously filed. |
| ** | Filed herewith. |
| *** | To be filed by amendment or as an exhibit to a Current Report on Form 8-K. |
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