Attached files
file | filename |
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EX-23.2 - EX-23.2 - Noble Midstream Partners LP | d260368dex232.htm |
EX-23.1 - EX-23.1 - Noble Midstream Partners LP | d260368dex231.htm |
EX-8.1 - EX-8.1 - Noble Midstream Partners LP | d260368dex81.htm |
EX-5.1 - EX-5.1 - Noble Midstream Partners LP | d260368dex51.htm |
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON SEPTEMBER 14, 2016
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
NOBLE MIDSTREAM PARTNERS LP
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 4932 | 47-3011449 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
1001 Noble Energy Way
Houston, Texas 77070
(281) 872-3100
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrants Principal Executive Offices)
John F. Bookout, IV
Chief Financial Officer
1001 Noble Energy Way
Houston, Texas 77070
(281) 872-3100
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Copies to:
G. Michael OLeary George Vlahakos Andrews Kurth LLP 600 Travis, Suite 4200 Houston, Texas 77002 (713) 220-4200 |
Douglas E. McWilliams Julian J. Seiguer Vinson & Elkins L.L.P. 1001 Fannin St., Suite 2500 Houston, Texas 77002 (713) 758-2222 |
Approximate date of commencement of proposed sale to the public: 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. ¨
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. x 333-207560
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 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. ¨
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 | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
CALCULATION OF REGISTRATION FEE
| ||||
Title of Each Class of Securities to be Registered |
Proposed Maximum Aggregate Offering Price(1)(2) |
Amount of Registration Fee(3) | ||
Common units representing limited partner interests |
$21,562,500 | $2,172 | ||
| ||||
|
(1) | Includes common units issuable upon the exercise of the underwriters option to purchase additional common units. The registrant previously registered common units with a proposed maximum aggregate offering price of $301,875,000 on Form S-1 (File No. 333-207560) (as amended, the Initial Registration Statement), which Initial Registration Statement was declared effective by the Securities and Exchange Commission on September 14, 2016. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, and certain interpretations of the Securities and Exchange Commission with respect thereto, the additional $21,562,500 proposed maximum aggregate offering price, which is no more than 20% of the maximum aggregate offering price of the securities eligible to be sold under the Initial Registration Statement, is hereby registered. |
(2) | Estimated solely for the purpose of calculating the amount of the registration fee in accordance with Rule 457(o) under the Securities Act of 1933, as amended. |
(3) | The registrant has previously paid $30,399 for the registration of $301,875,000 of proposed maximum aggregate offering price in the filing of Amendment No. 2 to the Initial Registration Statement on November 12, 2015 (File No. 333-207560). |
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Explanatory Note
This Registration Statement relates to the registrants Registration Statement on Form S-1 (Registration No. 333-207560) filed with the Securities and Exchange Commission (the Commission) on October 22, 2015, as amended, which was declared effective by the Commission on September 14, 2016 (as amended, the Prior Registration Statement) and is being filed pursuant to Rule 462(b) and General Instruction V of Form S-1, both as promulgated under the Securities Act of 1933, as amended. The contents of the Prior Registration Statement, including the exhibits thereto, are incorporated by reference into, and shall be deemed a part of, this registration statement.
This Registration Statement is being filed pursuant to Rule 462(b) to increase the dollar amount of common units registered under the Prior Registration Statement by $21,562,500, including common units subject to the underwriters 30-day option to purchase additional common units.
The required opinions and consents are listed on an Exhibit Index attached hereto and filed herewith.
Part II
Information Not Required in Prospectus
Item 16. Exhibits
The following documents are filed as exhibits to this registration statement:
Exhibit |
Description | |
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 | |
23.1 | Consent of KPMG LLP | |
23.2 | Consent of KPMG LLP | |
23.3 | Consent of Andrews Kurth LLP (contained in Exhibit 5.1) | |
23.4 | Consent of Andrews Kurth LLP (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. 333-207560) filed with the Securities and Exchange Commission on October 22, 2015 and September 6, 2016 and incorporated by reference herein) |
II-1
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 September 14, 2016.
NOBLE MIDSTREAM PARTNERS LP | ||
By: | Noble Midstream GP LLC, | |
its general partner |
By: | /s/ Terry R. Gerhart | |
Terry R. Gerhart | ||
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 indicated on September 14, 2016.
/s/ Terry R. Gerhart Terry R. Gerhart |
Chief Executive Officer and Director (Principal Executive Officer) | |
* John F. Bookout, IV |
Chief Financial Officer (Principal Financial Officer) | |
* Thomas W. Christensen |
Chief Accounting Officer (Principal Accounting Officer) | |
* Kenneth M. Fisher |
Chairman of the Board of Directors | |
* Charles J. Rimer |
Director | |
* Gary W. Willingham |
Director |
* Terry R. Gerhart hereby signs this Registration Statement on behalf of the indicated persons for whom he is attorney-in-fact on September 14, 2016, pursuant to powers of attorney previously included with the Registration Statement on Form S-1 (File No. 333-207560) of Noble Midstream Partners LP filed on October 22, 2015 and September 6, 2016 with the Securities and Exchange Commission.
By: | /s/ Terry R. Gerhart | |
Terry R. Gerhart Attorney-in-fact |
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Exhibit Index
Exhibit |
Description | |
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 | |
23.1 | Consent of KPMG LLP | |
23.2 | Consent of KPMG LLP | |
23.3 | Consent of Andrews Kurth LLP (contained in Exhibit 5.1) | |
23.4 | Consent of Andrews Kurth LLP (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. 333-207560) filed with the Securities and Exchange Commission on October 22, 2015 and September 6, 2016 and incorporated by reference herein) |
II-3