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Breitburn Oklahoma LLC, et al. – ‘POSASR’ on 9/27/13

On:  Friday, 9/27/13, at 4:43pm ET   ·   Effective:  9/27/13   ·   Accession #:  1193125-13-382452   ·   File #s:  333-181531, -01, -02, -03, -05, -06, -07, -08, -09, -10, -11, -12, -13, -14, -15, -16, -17, -18, -19

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

 9/27/13  Breitburn Oklahoma LLC            POSASR      9/27/13   12:683K                                   Donnelley … Solutions/FA
          Terra Pipeline Co LLC
          Terra Energy Co LLC
          Mercury Michigan Company, LLC
          BreitBurn Florida LLC
          BreitBurn Operating L.P.
          BreitBurn Management Company, LLC
          BreitBurn Finance Corp
          BreitBurn Transpetco GP LLC
          Beaver Creek Pipeline, L.L.C.
          BreitBurn Fulton LLC
          BreitBurn Operating GP, LLC
          BreitBurn Energy Partners L.P.
          GTG Pipeline LLC
          BreitBurn Transpetco LP LLC
          BreitBurn GP, LLC
          Transpetco Pipeline Company, L.P.
          Alamitos Co
          Phoenix Production Co

Document/Exhibit                   Description                      Pages   Size 

 1: POSASR      Post-Effective Amendment to an S-3ASR or F-3ASR     HTML    123K 
 2: EX-5.1      Opinion re: Legality                                HTML     26K 
 5: EX-23.1     Consent of Experts or Counsel                       HTML     11K 
 6: EX-23.2     Consent of Experts or Counsel                       HTML     11K 
 7: EX-23.3     Consent of Experts or Counsel                       HTML     12K 
 8: EX-23.4     Consent of Experts or Counsel                       HTML     11K 
 9: EX-23.5     Consent of Experts or Counsel                       HTML     13K 
10: EX-23.6     Consent of Experts or Counsel                       HTML     12K 
11: EX-23.7     Consent of Experts or Counsel                       HTML     12K 
12: EX-25.1     Statement re: Eligibility of Trustee -- Form T-1|2  HTML     33K 
 3: EX-12.1     Statement re: Computation of Ratios                 HTML     22K 
 4: EX-15.1     Letter re: Unaudited Interim Financial Information  HTML     13K 

As filed with the Securities and Exchange Commission on September 27, 2013

Registration No. 333-181531

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

BREITBURN ENERGY PARTNERS L.P.*

BREITBURN FINANCE CORPORATION

(Exact name of registrant as specified in its charter)

515 South Flower Street, Suite 4800

Los Angeles, California 90071

(213) 225-5900

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

Gregory C. Brown

515 South Flower Street, Suite 4800

Los Angeles, California 90071

(213) 225-5900

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

Copies to:

Shelley A. Barber

Vinson & Elkins L.L.P.

666 Fifth Avenue, 26th Floor

New York, New York 10103

(212) 237-0000

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.    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.    x

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):

CALCULATION OF REGISTRATION FEE

ADDITIONAL REGISTRANT GUARANTORS

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to BreitBurn Energy Partners L.P.’s Registration Statement on Form S-3 (File No. 333-181531) is being filed to (i) add BreitBurn Oklahoma LLC, BreitBurn Transpetco GP LLC, BreitBurn Transpetco LP LLC and Transpetco Pipeline Company, L.P., each a 100% owned subsidiary of BreitBurn Energy Partners L.P., listed on the previous page under the caption “Additional Registrant Guarantors” as co-registrants to the Registration Statement to allow such Subsidiary Guarantors to guarantee the Debt Securities and the 7.875% Senior Notes due 2022 covered by the Registration Statement, (ii) add such guarantees of the Debt Securities and the 7.875% Senior Notes due 2022 to the Registration Statement, (iii) register, in addition to the classes of securities originally registered, an indeterminate amount of (a) preferred units and (b) other classes of units representing limited partner interests and (iv) file or incorporate by reference the required exhibits to the Registration Statement. No changes or additions are being made hereby to the Prospectuses that form a part of the Registration Statement. Accordingly, the Prospectuses have been omitted from this filing. A description of the new class of securities being registered hereunder will be provided through a prospectus filed pursuant to Rule 424(b) that is deemed part of and included in the Registration Statement.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Set forth below are the expenses (other than underwriting discounts and commissions) expected to be incurred in connection with the issuance and distribution of the securities registered hereby. With the exception of the Securities and Exchange Commission registration fee, the amounts set forth below are estimates.

BreitBurn Energy Partners L.P.

The section of the prospectus entitled “The Partnership Agreement — Indemnification” is incorporated herein by this reference. Subject to any terms, conditions, or restrictions set forth in the partnership agreement, Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against all claims and demands whatsoever.

BreitBurn Finance Corporation

Section 145 of the General Corporation Law of the State of Delaware, among other things, empowers a Delaware corporation to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding (other than an action by or in the right of the corporation) by reason of the fact that such person is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or other enterprise, against expenses (including attorneys’ fees), judgments, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Similar indemnity is authorized for such persons against expenses (including attorneys’ fees) actually and reasonably incurred by such persons in connection with the defense or settlement of any such threatened, pending, or completed action or suit if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and provided further that (unless a court of competent jurisdiction otherwise provides) such person shall not have been adjudged liable to the corporation. Any such indemnification may be made only as authorized in each specific case upon a determination by the stockholders or disinterested directors or by independent legal counsel in a written opinion that indemnification is proper because the indemnitee has met the applicable standard of conduct.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee, or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145. Also, the bylaws of BreitBurn Finance Corporation provide for the indemnification of directors and officers of and such directors and officers who serve at the request of the company as directors, officers, employees, or agents of any other enterprise against certain liabilities under certain circumstances.

BreitBurn Operating GP, LLC

The limited liability company agreement of BreitBurn Operating GP, LLC provides that it will indemnify its member or officers to the fullest extent permitted by law against any loss, liability, damage, judgment, demand, claim, cost, or expense incurred by or asserted against its member or officers (including, without limitation, reasonable attorneys’ fees and disbursements incurred in the defense thereof) arising out of any act or omission of any of its member or officers in connection with the company, unless such act or omission constitutes bad faith, gross negligence, or willful misconduct on the part of its member or officers. This indemnification would under certain circumstances include indemnification for liabilities under the Securities Act. Any indemnification under these provisions will only be out of the assets of the company.

BreitBurn Operating L.P.

Subject to any terms, conditions, or restrictions set forth in the partnership agreement, Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other person from and against all claims and demands whatsoever.

Each undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

provided, however, that paragraphs (1)(i), (1)(ii) and (1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement;

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

Each undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

Each undersigned registrant hereby undertakes to supplement the prospectus, after the expiration of the subscription period, to set forth the results of the subscription offer, the transactions by the underwriters during the subscription period, the amount of unsubscribed securities to be purchased by the underwriters, and the terms of any subsequent reoffering thereof. If any public offering by the underwriters is to be made on terms differing from those set forth on the cover page of the prospectus, a post-effective amendment will be filed to set forth the terms of such offering.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of any registrant pursuant to the foregoing provisions, or otherwise, such registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of any registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, such registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.

BreitBurn Energy Partners L.P. hereby undertakes to file an application for the purpose of determining the eligibility of the trustee under each of the indentures to act under subsection (a) of Section 310 of the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”), in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.

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 Los Angeles, State of California, on September 27, 2013.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

BREITBURN GP, LLC, on behalf of itself and as the general partner of BREITBURN ENERGY PARTNERS L.P., on behalf of itself and as the sole member of BREITBURN OPERATING GP, LLC, on behalf of itself and as the general partner of BREITBURN OPERATING L.P., on behalf of itself and as the sole member of each of BREITBURN FLORIDA LLC, BREITBURN FULTON LLC, BREITBURN OKLAHOMA LLC, BREITBURN TRANSPETCO GP LLC, BREITBURN TRANSPETCO LP LLC and TRANSPETCO PIPELINE COMPANY, L.P.

BREITBURN FINANCE CORPORATION

BREITBURN MANAGEMENT COMPANY

GTG PIPELINE LLC, MERCURY MICHIGAN COMPANY, LLC, TERRA ENERGY COMPANY LLC, TERRA PIPELINE COMPANY LLC and BEAVER CREEK PIPELINE, L.L.C.

ALAMITOS COMPANY

PHOENIX PRODUCTION COMPANY

INDEX TO EXHIBITS

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Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘POSASR’ Filing		Date		Other Filings
Filed on / Effective on:		9/27/13
		5/18/12		S-3ASR,  S-8
		1/13/12		8-K
		1/19/11		S-4
		1/6/11		4,  8-K
		12/30/10		4/A,  8-K
		10/7/10		8-K
		10/6/10
		4/9/10		8-K
		4/5/10		8-K
		9/1/09		8-K
		6/10/09		10-Q/A,  S-3
		4/9/09		8-K
		6/23/08		4,  8-K
		10/16/06		8-K
		7/13/06		S-1/A
				List all Filings

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Filing Submission 0001193125-13-382452   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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