Amplify Energy Corp.
Memorial Production Partners LP (Form: POS AM, Received: 03/08/2017 16:36:30)

As filed with the Securities and Exchange Commission on March 8, 2017

Registration No. 333-187055

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1

TO

FORM S-3

REGISTRATION STATEMENT NO. 333-187055

 

 

Memorial Production Partners LP

Memorial Production Finance Corporation

(and the guarantors identified in the Table of the Subsidiary Guarantor Registrants below)

(Exact name of registrant as specified in its charter)

 

 

 

Delaware

Delaware

 

90-0726667

46-2003356

(State of or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification Number)

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):

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer   ☐  (Do not check if a smaller reporting company)    Smaller reporting company  

Table of Subsidiary Guarantor Registrants

 

Exact Name of Registrant as Specified in its Charter*

   State or Other Jurisdiction
of Incorporation or
Organization
     I.R.S. Employer
Identification No
 

Columbus Energy, LLC

     Delaware        90-0726667  

Memorial Production Operating LLC

     Delaware        90-0726667  

Rise Energy Beta, LLC

     Delaware        90-0726667  

Rise Energy Minerals, LLC

     Delaware        90-0726667  

Rise Energy Operating, LLC

     Delaware        90-0726667  

 

* The address for each registrant’s principal executive office is 500 Dallas Street, Suite 1600, Houston, Texas, 77002, and the telephone number for each registrant’s principal executive office is (713) 490-8900.

 

 

 


DEREGISTRATION OF UNSOLD SECURITIES

This Post-Effective Amendment (the “ Post-Effective Amendment ”) filed by Memorial Production Partners LP (the “ Partnership ”), Memorial Production Finance Corporation and the guarantors identified in the Table of Subsidiary Guarantor Registrants above (collectively, the “ Registrants ”), deregisters all securities related to the following Registration Statement on Form S-3 (the “ Registration Statement ”) filed by the Registrants with the U.S. Securities and Exchange Commission (the “ Commission ”):

 

    Registration Statement on Form S-3 (No. 333-187055), pertaining to the registration of an amount of common units, preferred units, debt securities and guarantees of debt securities with an aggregate offering price of $750,000,000, filed with the Commission on March 5, 2013.

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 Partnership’s 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 of such securities 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.

 

MEMORIAL PRODUCTION PARTNERS LP

 

By: Memorial Production Partners GP LLC, its general partner

By:   /s/ William J. Scarff
  William J. Scarff
  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to the Registration Statements been signed by the following persons in the capacities indicated below on March 8, 2017.

 

Signature

  

Title**

/s/ William J. Scarff

William J. Scarff

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Robert L. Stillwell, Jr.

Robert L. Stillwell, Jr.

  

Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ Matthew Hoss

Matthew Hoss

  

Vice President, Accounting

(Principal Accounting Officer)

/s/ Jonathan M. Clarkson

Jonathan M. Clarkson

   Non-Executive Chairman of the Board of Directors

/s/ P. Michael Highum

P. Michael Highum

   Director

/s/ John A. Weinzierl

John A. Weinzierl

   Director

/s/ W. Donald Brunson

W. Donald Brunson

   Director

 

 

** With Memorial Production Partners GP LLC, the general partner of Memorial Production Partners LP


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.

 

MEMORIAL PRODUCTION FINANCE CORPORATION
By:   /s/ William J. Scarff
  William J. Scarff
  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to the Registration Statement been signed by the following persons in the capacities indicated below on March 8, 2017.

 

Signature

  

Title

/s/ William J. Scarff

William J. Scarff

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Robert L. Stillwell, Jr.

Robert L. Stillwell, Jr.

  

Vice President and Chief Financial Officer and Director

(Principal Financial Officer)

/s/ Matthew Hoss

Matthew Hoss

  

Vice President, Accounting and Director

(Principal Accounting Officer)


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.

 

MEMORIAL PRODUCTION OPERATING LLC

 

By: Memorial Production Partners LP, its sole member

 

By: Memorial Production Partners GP LLC, its general partner

By:   /s/ William J. Scarff
  William J. Scarff
  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to the Registration Statement been signed by the following persons in the capacities indicated below on March 8, 2017.

 

Signature

  

Title**

/s/ William J. Scarff

William J. Scarff

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Robert L. Stillwell, Jr.

Robert L. Stillwell, Jr.

  

Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ Matthew Hoss

Matthew Hoss

  

Vice President, Accounting

(Principal Accounting Officer)

/s/ Jonathan M. Clarkson

Jonathan M. Clarkson

   Non-Executive Chairman of the Board of Directors

/s/ P. Michael Highum

P. Michael Highum

   Director

/s/ John A. Weinzierl

John A. Weinzierl

   Director

/s/ W. Donald Brunson

W. Donald Brunson

   Director

 

 

** With Memorial Production Partners GP LLC, the general partner of Memorial Production Partners LP


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.

 

COLUMBUS ENERGY, LLC

RISE ENERGY OPERATING, LLC

 

By: Memorial Production Operating LLC, its sole member

 

By: Memorial Production Partners LP, its sole member

 

By: Memorial Production Partners GP LLC, its general partner

By:   /s/ William J. Scarff
  William J. Scarff
  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to the Registration Statement been signed by the following persons in the capacities indicated below on March 8, 2017.

 

Signature

  

Title**

/s/ William J. Scarff

William J. Scarff

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Robert L. Stillwell, Jr.

Robert L. Stillwell, Jr.

  

Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ Matthew Hoss

Matthew Hoss

  

Vice President, Accounting

(Principal Accounting Officer)

/s/ Jonathan M. Clarkson

Jonathan M. Clarkson

   Non-Executive Chairman of the Board of Directors

/s/ P. Michael Highum

P. Michael Highum

   Director

/s/ John A. Weinzierl

John A. Weinzierl

   Director

/s/ W. Donald Brunson

W. Donald Brunson

   Director

 

 

** With Memorial Production Partners GP LLC, the general partner of Memorial Production Partners LP, the sole member of Memorial Production Operating LLC, the sole member of the Registrant


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.

 

RISE ENERGY MINERALS, LLC

RISE ENERGY BETA, LLC

 

By: Rise Energy Operating, LLC its sole member

 

By: Memorial Production Operating LLC, its sole member

 

By: Memorial Production Partners LP, its sole member

 

By: Memorial Production Partners GP LLC, its general partner

By:   /s/ William J. Scarff
  William J. Scarff
  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Post-Effective Amendment to the Registration Statement been signed by the following persons in the capacities indicated below on March 8, 2017.

 

Signature

  

Title**

/s/ William J. Scarff

William J. Scarff

  

President, Chief Executive Officer and Director

(Principal Executive Officer)

/s/ Robert L. Stillwell, Jr.

Robert L. Stillwell, Jr.

  

Vice President and Chief Financial Officer

(Principal Financial Officer)

/s/ Matthew Hoss

Matthew Hoss

  

Vice President, Accounting

(Principal Accounting Officer)

/s/ Jonathan M. Clarkson

Jonathan M. Clarkson

   Non-Executive Chairman of the Board of Directors

/s/ P. Michael Highum

P. Michael Highum

   Director

/s/ John A. Weinzierl

John A. Weinzierl

   Director

/s/ W. Donald Brunson

W. Donald Brunson

   Director

 

 

** With Memorial Production Partners GP LLC, the general partner of Memorial Production Partners LP, the sole member of Memorial Production Operating LLC, the sole member of Rise Energy Operating, LLC, the sole member of the Registrant