As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/01/15  Crestwood Midstream Partners LP   POSASR     10/01/15    1:261K                                   Merrill Corp-MD/FA
          Sabine Treating LLC
          Crestwood New Mexico Pipeline LLC
          Crestwood Dakota Pipelines LLC
          Cowtown Pipeline Partners L.P.
          Arlington Storage Company, LLC
          Crestwood Storage Inc.
          Crestwood Pipeline LLC
          Crestwood Gas Services Operating GP LLC
          Crestwood Crude Logistics LLC
          Crestwood Appalachia Pipeline LLC
          Arrow Pipeline, LLC
          US Salt, LLC
          Finger Lakes LPG Storage, LLC
          Crestwood Sabine Pipeline LLC
          Crestwood Arkansas Pipeline LLC
          Arrow Water, LLC
          Crestwood Midstream Operations LLC
          Cowtown Gas Processing Partners L.P.
          Arrow Field Services, LLC
          E. Marcellus Asset Company, LLC
          Crestwood Marcellus Midstream LLC
          Crestwood Pipeline East LLC
          Arrow Midstream Holdings, LLC
          Crestwood Ohio Midstream Pipeline LLC
          Crestwood Midstream Finance Corp.
          Crestwood Marcellus Pipeline LLC
          Crestwood Gas Marketing LLC
          Crestwood Gas Services Operating LLC
          Central New York Oil & Gas Company, L.L.C.
          Crestwood Panhandle Pipeline LLC
          Crestwood Crude Terminals LLC

Document/Exhibit                   Description                      Pages   Size 

 1: POSASR      Post-Effective Amendment to an S-3ASR or F-3ASR     HTML    164K 

 

As filed with the Securities and Exchange Commission

on September 30, 2105

 

Registration No. 333-194776

 

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

 

 

CRESTWOOD MIDSTREAM PARTNERS LP*

CRESTWOOD MIDSTREAM FINANCE CORP.

(Exact name of registrant as specified in its charter)

 

 

 

700 Louisiana

Suite 2550

Houston, Texas 77002

(832) 519-2200

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

 

Robert T. Halpin

700 Louisiana Street, Suite 2550

Houston, Texas  77002

(832) 519-2200

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

 

Copy to:

 

G. Michael O’Leary, Jr.

Andrews Kurth LLP

600 Travis, Suite 4200

Houston, Texas  77002

(713) 220-4200

 

 

Approximate date of commencement of proposed sale to the public: Not applicable. Termination of Registration Statement and deregistration of related securities that were not sold pursuant to the 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:  o

 

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.  o

 

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.  o

 

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.  x

 

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.  o

 

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):

 

 

*              Includes certain subsidiaries of Crestwood Midstream Partners LP identified on the following pages that may guarantee the debt securities.

 

 

 

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DEREGISTRATION OF SECURITIES

 

On March 25, 2014, Crestwood Midstream Partners LP., a Delaware limited partnership (the “Partnership”), Crestwood Finance Corp., a Delaware corporation, and certain subsidiaries of the Partnership listed above, filed an automatic shelf registration statement on Form S-3 (Registration No. 333-194776) (the “Registration Statement”) with the Securities and Exchange Commission, which was deemed effective upon filing. The Registration Statement registered the offer and sale from time to time of (1) common units representing limited partner interests in the Partnership and (2) debt securities, which may be senior debt securities or subordinated debt securities (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, 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 on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on September 30, 2015.

 

	CRESTWOOD MIDSTREAM PARTNERS LP
	By:		Crestwood Midstream GP LLC, its general partner
	By:	/s/ Robert T. Halpin
		Robert T. Halpin
		Senior Vice President and Chief Financial Officer
	COWTOWN GAS PROCESSING PARTNERS L.P.
	COWTOWN PIPELINE PARTNERS L.P.
	By:		CRESTWOOD GAS SERVICES OPERATING GP LLC,
			its general partner
	By:		CRESTWOOD GAS SERVICES OPERATING LLC,
			its sole member
	By:		CRESTWOOD MIDSTREAM PARTNERS LP,
			its sole member
	By:		CRESTWOOD MIDSTREAM GP LLC,
			its general partner
	CRESTWOOD GAS SERVICES OPERATING GP LLC
	By:		CRESTWOOD GAS SERVICES OPERATING LLC,
			its sole member
	By:		CRESTWOOD MIDSTREAM PARTNERS LP,
			its sole member
	By:		CRESTWOOD MIDSTREAM GP LLC,
			its general partner
	CRESTWOOD APPALACHIA PIPELINE LLC
	CRESTWOOD GAS SERVICES OPERATING LLC
	CRESTWOOD MARCELLUS PIPELINE LLC
	CRESTWOOD NEW MEXICO PIPELINE LLC
	CRESTWOOD OHIO MIDSTREAM PIPELINE LLC
	CRESTWOOD PIPELINE LLC
	CRESTWOOD SABINE PIPELINE LLC
	By:		CRESTWOOD MIDSTREAM PARTNERS LP,
			its sole member

 

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	By:		CRESTWOOD MIDSTREAM GP LLC,
			its general partner
	CRESTWOOD ARKANSAS PIPELINE LLC
	CRESTWOOD PANHANDLE PIPELINE LLC
	By:		CRESTWOOD PIPELINE LLC
			its sole member
	By:		CRESTWOOD MIDSTREAM PARTNERS LP,
			its sole member
	By:		CRESTWOOD MIDSTREAM GP LLC,
			its general partner
	SABINE TREATING, LLC
	By:		CRESTWOOD SABINE PIPELINE LLC,
			its sole member
	By:		CRESTWOOD MIDSTREAM PARTNERS LP,
			its sole member
	By:		CRESTWOOD MIDSTREAM GP LLC,
			its general partner
	CRESTWOOD MARCELLUS MIDSTREAM LLC
	By:		CRESTWOOD MARCELLUS PIPELINE LLC,
			its member
	By:		CRESTWOOD MARCELLUS HOLDINGS LLC,
			its member
	E. MARCELLUS ASSET COMPANY, LLC
	By:		CRESTWOOD MARCELLUS MIDSTREAM LLC,
			its sole member
	By:	/s/ Robert T. Halpin
		Robert T. Halpin
		Senior Vice President and Chief Financial Officer

 

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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-3 has been signed by the following persons in the capacities indicated on September  30, 2015.

 

Name			Title
*			President, Chief Executive Officer and
Robert G. Phillips			(Principal Executive Officer)
			Senior Vice President and Chief Financial Officer of Crestwood
/s/ Robert T. Halpin			Midstream GP LLC
Robert T. Halpin			(Principal Financial Officer)
			Senior Vice President and Chief Accounting Officer
*			(Principal Accounting Officer)
Steven M. Dougherty
*			Director
Alvin Bledsoe
*			Director
Michael G. France
*			Director
Philip D. Gettig
*			Director
Warren H. Gfeller
*			Director
Arthur B. Krause
*			Director
David Lumpkins
*			Director
John J. Sherman
*			Director
David M. Wood
*By:	/s/ Joel C. Lambert
	Joel C. Lambert
	Attorney-in-Fact

 

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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 on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on September 30, 2015.

 

	CRESTWOOD MIDSTREAM FINANCE CORP.
	CRESTWOOD STORAGE INC.
	By:	/s/ Robert T. Halpin
	Name:	Robert T. Halpin
	Title:	Senior Vice President and 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-3 has been signed on September 30, 2015 by the following persons in the capacities indicated.

 

Signature			Title
*			Chief Executive Officer and Sole Director
Robert G. Phillips			(Principal Executive Officer)
/s/ Robert T. Halpin			Senior Vice President and Chief Financial Officer
Robert T. Halpin			(Principal Financial Officer)
*			Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
Steven M. Dougherty
*By:	/s/ Joel C. Lambert
	Joel C. Lambert
	Attorney-in-Fact

 

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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 on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on September 30, 2015.

 

	ARLINGTON STORAGE COMPANY, LLC
	ARROW FIELD SERVICES, LLC
	ARROW MIDSTREAM HOLDINGS, LLC
	ARROW PIPELINE, LLC
	ARROW WATER, LLC
	CENTRAL NEW YORK OIL AND GAS COMPANY, L.L.C.
	CRESTWOOD CRUDE LOGISTICS LLC
	CRESTWOOD DAKOTA PIPELINES LLC
	CRESTWOOD GAS MARKETING LLC
	CRESTWOOD MIDSTREAM OPERATIONS LLC
	CRESTWOOD PIPELINE EAST LLC
	CRESTWOOD CRUDE TERMINALS LLC
	FINGER LAKES LPG STORAGE, LLC
	US SALT, LLC
	By:	/s/ Robert T. Halpin
	Name:	Robert T. Halpin
	Title:	Senior Vice President and 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-3 has been signed on September 30, 2015 by the following persons in the capacities indicated.

 

Signature			Title
*			President and Chief Executive Officer and Representative
Robert G. Phillips			(Principal Executive Officer)
/s/ Robert T. Halpin			Senior Vice President and Chief Financial Officer
Robert T. Halpin			(Principal Financial Officer)
*			Senior Vice President and Chief Accounting Officer (Principal Accounting Officer)
Steven M. Dougherty
*By:	/s/ Joel C. Lambert
	Joel C. Lambert
	Attorney-in-Fact

 

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