Attached files
file | filename |
---|---|
EX-5.1 - EX-5.1 - Oiltanking Partners, L.P. | h80840mfexv5w1.htm |
EX-8.1 - EX-8.1 - Oiltanking Partners, L.P. | h80840mfexv8w1.htm |
EX-23.1 - EX-23.1 - Oiltanking Partners, L.P. | h80840mfexv23w1.htm |
Table of Contents
As
Filed with the Securities and Exchange Commission on July 13, 2011
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-1
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
Oiltanking Partners, L.P.
(Exact Name of Registrant as Specified in Its Charter)
Delaware (State or Other Jurisdiction of Incorporation or Organization) |
4610 (Primary Standard Industrial Classification Code Number) |
45-0684578 (I.R.S. Employer Identification Number) |
15631 Jacintoport Blvd.
Houston, Texas 77015
(281) 457-7900
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Houston, Texas 77015
(281) 457-7900
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
Carlin G. Conner
15631 Jacintoport Blvd.
Houston, Texas 77015
(281) 457-7900
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
15631 Jacintoport Blvd.
Houston, Texas 77015
(281) 457-7900
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
David Palmer Oelman | G. Michael OLeary | |
Gillian A. Hobson | Gislar Donnenberg | |
Vinson & Elkins L.L.P. | Andrews Kurth LLP | |
1001 Fannin Street, Suite 2500 | 600 Travis Street, Suite 4200 | |
Houston, Texas 77002 | Houston, Texas 77002 | |
Tel: (713) 758-2222 | Tel: (713) 220-4200 | |
Fax: (713) 758-2346 | Fax: (713) 220-4285 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this Registration Statement becomes effective.
As soon as practicable after this Registration Statement becomes effective.
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, check the following box.
o
If this Form is filed to register additional securities for an offering pursuant to Rule
462(b) 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. þ
File No.
333-173199
333-173199
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 post-effective amendment filed pursuant to Rule 462(d) 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
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 definitions of large
accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the
Exchange Act. (Check one):
Large accelerated filer o
|
Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
CALCULATION OF REGISTRATION FEE
Proposed Maximum | Proposed Maximum | |||||||||||||
Title of Each Class of Securities To Be | Amount to be | Aggregate Offering Price | Aggregate Offering | Amount of Registration | ||||||||||
Registered | Registered (1) | per Common Unit (2) | Price (2) | Fee (3) | ||||||||||
Common units
representing
limited partner
interests |
11,500,000 | $21.50 | $247,250,000 | $28,705.73 | ||||||||||
(1) | Includes common units issuable upon exercise of the underwriters option to purchase additional common units. | |
(2) | Based upon the public offering price. | |
(3) | The Registrant has previously paid $23,220 for the registration of $200,000,000 of proposed maximum aggregate offering price in connection with the Registrants Registration Statement on Form S-1 (File No. 333-173199) filed on March 31, 2011 and $4,818.15 for the registration of an additional $41,500,000 of proposed maximum aggregate offering price in connection with the filing of Amendment No. 3 to such Registration Statement on June 22, 2011. |
The Registration Statement shall become effective upon filing with the Securities and Exchange
Commission in accordance with Rule 462(b) under the Securities Act of 1933, as amended.
TABLE OF CONTENTS
Part II | ||||||||
ITEM 16. EXHIBITS | ||||||||
SIGNATURES | ||||||||
EX-5.1 | ||||||||
EX-8.1 | ||||||||
EX-23.1 |
Table of Contents
EXPLANATORY NOTE
This registration statement is being filed with respect to the registration of additional
common units representing limited partner interests of Oiltanking Partners, L.P., a Delaware
limited partnership, pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The
contents of the registration statement on Form S-1 (Registration No. 333-173199), initially filed
by Oiltanking Partners, L.P. with the Securities and Exchange Commission on March 31, 2011, as
amended by Amendment No. 1 thereto filed on May 12, 2011, Amendment No. 2 thereto filed on June 6,
2011, Amendment No. 3 thereto filed on June 23, 2011 and Amendment No. 4 thereto filed on July 5,
2011, and which was declared effective on July 13, 2011, including the exhibits thereto, are
incorporated herein by reference.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed
herewith.
Part II
Information not required in the Prospectus
Information not required in the Prospectus
ITEM 16. EXHIBITS.
a. | Exhibits. |
All exhibits previously filed or incorporated by reference in the registrants Registration
Statement on Form S-1, as amended (Registration No. 333-173199), are incorporated by reference
into, and shall be deemed to be a part of this filing, except for the following, which are filed
herewith:
Exhibit | ||||||
Number | Description | |||||
5.1 | | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered |
||||
8.1 | | Opinion of Vinson & Elkins L.L.P. relating to tax matters |
||||
23.1 | | Consent of BDO USA, LLP |
||||
23.2 | | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1) |
||||
23.3 | | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1) |
||||
24.1 | | Powers of Attorney (included on the signature page to the Registration Statement on
Form S-1 (File No. 333-173199) initially filed with the Securities and Exchange
Commission on March 31, 2011 and incorporated by reference herein) |
b. | Financial Statement Schedules. |
None.
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has
duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Houston, State of Texas, on July 13, 2011.
Oiltanking Partners, L.P. By: OTLP GP, LLC, its general partner |
||||
By: | /s/ Carlin G. Conner | |||
Name: | Carlin G. Conner | |||
Title: | President and Chief Executive Officer | |||
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 the dates indicated.
Signature | Title | Date | ||
/s/ Carlin G. Conner
|
President, Chief Executive
Officer and Director
(Principal Executive Officer) |
July 13, 2011 | ||
*
|
Chief Financial Officer (Principal Financial Officer) |
July 13, 2011 | ||
*
|
Controller (Principal Accounting Officer) |
July 13, 2011 | ||
*
|
Director | July 13, 2011 | ||
*
|
Director | July 13, 2011 | ||
*
|
Director | July 13, 2011 | ||
*
|
Director | July 13, 2011 |
*By: | /s/ Carlin G. Conner | |||
Name: | Carlin G. Conner | |||
Title: | President and Chief Executive Officer |
Table of Contents
Exhibit | ||||
Number | Description | |||
5.1
|
| Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered | ||
8.1
|
| Opinion of Vinson & Elkins L.L.P. relating to tax matters | ||
23.1
|
| Consent of BDO USA, LLP | ||
23.2
|
| Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1) | ||
23.3
|
| Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1) | ||
24.1
|
| Powers of Attorney (included on the signature page to the Registration Statement on Form S-1 (File No. 333-173199) initially filed with the Securities and Exchange Commission on March 31, 2011 and incorporated by reference herein) |