Post-effective Amendment to an Automatic Shelf Registration of Form S-3asr or Form F-3asr (posasr)

As filed with the Securities and Exchange Commission on March 21, 2014

Registration No. 333-187757

 

 

 

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

 

 

PVR PARTNERS, L.P.

PENN VIRGINIA RESOURCE FINANCE CORPORATION

PENN VIRGINIA RESOURCE FINANCE CORPORATION II

(and Certain Subsidiaries Identified In the Table of Additional Registrant Guarantors Below)

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Delaware				23-3087517
Delaware				27-0943652
Delaware		4922		45-5153677
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

Three Radnor Corporate Center

100 Matsonford Road

Suite 301

Radnor, Pennsylvania 19087

[phone]

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

 

 

Thomas E. Long

Regency GP LLC

2001 Bryan Street

Suite 3700

Dallas, Texas 75201

[phone]

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

 

 

Copies to:

Neel Lemon

Andrew J. Ericksen

Baker Botts L.L.P.

2001 Ross Avenue

Dallas, Texas 75201

[phone]

 

 

 

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Exact Name of Registrant Guarantor(1)		State or Other Jurisdiction of Incorporation or Formation		IRS Employer Identification Number
PVR NEPA Gas Gathering, LLC		TX		38-3877838
Connect Energy Services, LLC		DE		20-0623350
Connect Gas Pipeline LLC		DE		20-5145683
Dulcet Acquisition LLC		DE		30-0461025
Fieldcrest Resources LLC		DE		02-0661951
K Rail LLC		DE		23-3094006
Kanawha Rail LLC		VA		62-1602163
LJL, LLC		WV		26-3337498
Penn Virginia Operating Co., LLC		DE		23-3094000
PVR Finco LLC		DE		26-3038539
PVR Gas Pipeline, LLC		DE		20-3424891
PVR Gas Processing, LLC (f/k/a PVR Hamlin, LLC)		DE		42-1597313
PVR Hydrocarbons LLC		OK		73-1410518
PVR Laverne Gas Processing LLC		OK		73-1520381
PVR Marcellus Gas Gathering, LLC		DE		27-2142725
PVR Midstream LLC		DE		20-2425250
PVR Gas Gathering, LLC (f/k/a PVR North Texas Gas Gathering LLC)		DE		26-2894313
PVR Water Services, LLC		DE		45-3249168
Suncrest Resources LLC		DE		02-0662120
Toney Fork LLC		DE		N/A
Loadout LLC		DE		23-3094002

 

(1)	The address for the registrant guarantors is Three Radnor Corporate Center, Suite 301, 100 Matsonford Road, Radnor, Pennsylvania 19087. The Primary Industrial Classification Code for the registrant guarantors is 4922.

 

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REMOVAL OF SECURITIES FROM REGISTRATION

This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (Registration No. 333-187757) (the “Registration Statement”) of PVR Partners, L.P., a Delaware limited partnership (“PVR”), Penn Virginia Resource Finance Corporation, a Delaware corporation (“Finance Co”), and Penn Virginia Resource Finance Corporation II, a Delaware corporation (“Finance Co II”), filed on April 5, 2013, which was deemed effective upon filing. The Registration Statement pertained to common units representing limited partner interests in PVR, debt securities issuable by PVR, Finance Co and Finance Co II and guarantees of such debt securities.

On March 21, 2014, PVR merged with and into Regency Energy Partners LP, a Delaware limited partnership (“Regency”), with Regency as the surviving limited partnership (the “Merger”). As a result of the Merger, the separate limited partnership existence of PVR ceased, and Regency continued its existence as the surviving limited partnership. PVR has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement.

In accordance with the undertaking of the registrants in the Registration Statement, this Post-Effective Amendment is being filed to remove from registration the securities not heretofore sold pursuant to the Registration Statement. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of said securities.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrants certify that they have reasonable grounds to believe that they meet all of the requirements for filing on Form S-3, and have duly caused this Post-Effective Amendment to be signed on their behalf by the undersigned, thereunto duly authorized, in the City of Dallas, State of Texas, on March 21, 2014.

 

REGENCY ENERGY PARTNERS LP (as successor by merger to PVR Partners, L.P.)
By:		Regency GP LP, its General Partner
By:		Regency GP LLC, its General Partner
By:		/s/ Thomas E. Long
		Thomas E. Long
		Executive Vice President and Chief Financial Officer
PENN VIRGINIA RESOURCE FINANCE CORPORATION
By:		/s/ Thomas E. Long
		Thomas E. Long
		Executive Vice President and Chief Financial Officer
PENN VIRGINIA RESOURCE FINANCE CORPORATION II
By:		/s/ Thomas E. Long
		Thomas E. Long
		Executive Vice President and Chief Financial Officer
CONNECT ENERGY SERVICES, LLC
CONNECT GAS PIPELINE LLC
PVR GAS PIPELINE, LLC
PVR GAS PROCESSING, LLC
PVR HYDROCARBONS LLC
PVR LAVERNE GAS PROCESSING LLC
PVR MARCELLUS GAS GATHERING, LLC
PVR GAS GATHERING, LLC
By:		PVR MIDSTREAM LLC, their sole member
By:		/s/ Marci K. Donnelly
		Marci K. Donnelly
		Vice President and Assistant Secretary
PVR FINCO LLC,
By:		REGENCY ENERGY PARTNERS LP (as successor by merger to PVR Partners, L.P.)
By:		Regency GP LP, its General Partner
By:		Regency GP LLC, its General Partner
By:		/s/ Thomas E. Long
		Thomas E. Long
		Executive Vice President and Chief Financial Officer

 

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PENN VIRGINIA OPERATING CO., LLC
PVR MIDSTREAM LLC
By:		PVR FINCO LLC, their sole member
By:		REGENCY ENERGY PARTNERS LP (as successor by merger to PVR Partners, L.P.)
By:		Regency GP LP, its General Partner
By:		Regency GP LLC, its General Partner
By:		/s/ Thomas E. Long
		Thomas E. Long
		Executive Vice President and Chief Financial Officer
DULCET ACQUISITION LLC
FIELDCREST RESOURCES LLC
K RAIL LLC
KANAWHA RAIL LLC
LJL, LLC
LOADOUT LLC
SUNCREST RESOURCES LLC
TONEY FORK LLC
By:		PENN VIRGINIA OPERATING CO., LLC, their sole member
By:		/s/ Marci K. Donnelly
		Marci K. Donnelly
		Vice President and Assistant Secretary
PVR WATER SERVICES, LLC
PVR NEPA GAS GATHERING, LLC
By:		PVR MARCELLUS GAS GATHERING LLC, their sole member
By:		/s/ Marci K. Donnelly
		Marci K. Donnelly
		Vice President and Assistant Secretary

 

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