As filed with the Securities and Exchange Commission on March 5, 2015

Registration No. 333-191571

Registration No. 333-191573

Registration No. 333-190093

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-4 REGISTRATION STATEMENT NO. 333-191571

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-4 REGISTRATION STATEMENT NO. 333-191573

POST-EFFECTIVE AMENDMENT NO. 1 TO

FORM S-4 REGISTRATION STATEMENT NO. 333-190053

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

ATLAS PIPELINE PARTNERS, L.P.

ATLAS PIPELINE FINANCE CORPORATION

And Other Registrants*

(See Table of additional registrants below)

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		23-3011077 20-3879234
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

1000 Louisiana, Suite 4300

Houston, Texas 77002

(713) 584-1000

(Address, including zip code, and telephone number, including area code,

of registrant’s principal executive offices)

 

 

 

Name, address, including zip code, and telephone number, including area code, of agent for service:		Copy of communications to:
Joe Bob Perkins Chief Executive Officer Atlas Pipeline Partners, G.P., LLC 1000 Louisiana, Suite 4300 Houston, Texas 77002 (713) 584-1000		Christopher Collins Vinson & Elkins L.L.P. 1001 Fannin Street, Suite 2500 Houston, Texas 77002 (713) 758-2222

 

 

Approximate date of commencement of proposed sale to the public: Not applicable. Removal from registration of securities that were not sold pursuant to this registration statement.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, 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.  ¨

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.

 

Large accelerated filer		x		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

 

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Exact name of registrant as specified in its charter		State or other jurisdiction of incorporation or organization		I.R.S. Employer Identification Number		Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices
Atlas Pipeline Operating Partnership, L.P.		Delaware		23-3015646		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Velma Intrastate Gas Transmission Company, LLC		Delaware		26-2877615		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Slider WestOk Gathering, LLC		Delaware		26-3063706		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Atlas Pipeline Mid-Continent Holdings, LLC		Delaware		45-5528668		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Atlas Pipeline Mid-Continent LLC		Delaware		37-1492980		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Atlas Chaney Dell, LLC		Delaware		42-1733101		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Atlas Midkiff, LLC		Delaware		42-1733099		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
NOARK Energy Services, L.L.C.		Oklahoma		73-1551901		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Velma Gas Processing Company, LLC		Delaware		45-1543387		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL Laurel Mountain, LLC		Delaware		26-4834348		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL Barnett, LLC		Delaware		45-2561587		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Pecos Pipeline LLC		Delaware		26-3633417		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Tesuque Pipeline, LLC		Delaware		27-0632723		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL Arkoma Holdings, LLC		Delaware		90-0918336		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL Arkoma Midstream, LLC		Delaware		27-3677594		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL Gas Treating, LLC		Delaware		27-0592931		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL Arkoma, Inc.		Delaware		27-3684911		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL SouthTex Midstream LLC		Delaware		27-0350291		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473

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APL SouthTex Pipeline Company LLC		Texas		20-8721079		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL SouthTex Processing Company LP		Texas		45-2502762		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL SouthTex Midstream Holding Company LP		Texas		20-8721377		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL SouthTex Gas Utility Company LP		Texas		20-8721344		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
APL SouthTex Transmission Company LP		Texas		80-0920148		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473
Atlas SouthTex Midstream Company LP		Texas		20-8721274		110 West 7th Street, Suite 2300 Tulsa, Oklahoma 74119 (877) 950-7473

DEREGISTRATION OF SECURITIES

These Post-Effective Amendments relate to the following Registration Statements on Form S-4 (collectively, the “Registration Statements”), originally filed by Atlas Pipeline Partners, L.P., a Delaware limited partnership (“Atlas Pipeline”), with the Securities and Exchange Commission:

 

•

Registration No. 333-191571, filed on Form S-4 on October 4, 2013, as amended on November 21, 2013, pertaining to the registration and guarantee of 5 7/8% Senior Notes due 2023 in the amount of $650,000,000;

 

•

Registration No. 333-191573, filed on Form S-4 on October 4, 2013, as amended on November 21, 2013, pertaining to the registration and guarantee of 4.75% Senior Notes due 2021 in the amount of $400,000,000; and

 

•

Registration No. 333-190053, filed on Form S-4 on October 4, 2013, as amended on July 22, 2013, pertaining to the registration and guarantee of 6 5/8% Senior Notes due 2020 in the amount of $500,000,000.

On February 27, 2015, Atlas Pipeline was acquired by Targa Resources Partners LP (“TRP”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), by and among Targa Resources Corp., TRP, Targa Resources GP LLC, Trident MLP Merger Sub LLC, a subsidiary of TRC (“Merger Sub”), Atlas Energy, L.P., Atlas Pipeline and Atlas Pipeline Partners GP, LLC. Pursuant to the Merger Agreement, Merger Sub merged with and into Atlas Pipeline, with Atlas Pipeline continuing as the surviving entity and a subsidiary of TRP.

As a result of the completion of the transactions contemplated by the Merger Agreement, Atlas Pipeline has terminated all offerings of securities pursuant to the Registration Statements. In accordance with an undertaking made by Atlas Pipeline in the Registration Statements to remove from registration, by means of post-effective amendments, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, Atlas Pipeline hereby removes from registration all of such securities registered but unsold under the Registration Statements.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused these Post-Effective Amendments to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, in the State of Texas, on this 5^th day of March, 2015.

 

Pursuant to the requirements of the Securities Act of 1933, these Registration Statements have been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 5, 2015.

 

SIGNATURE		TITLE		DATE
/s/ Joe Bob Perkins		Chief Executive Officer and Director of the General Partner		March 5, 2015
Joe Bob Perkins		(Principal Executive Officer)
/s/ Robert W. Karlovich III		Chief Financial Officer and		March 5, 2015
Robert W. Karlovich III		Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)
/s/ Jeffrey J. McParland		Director of the General Partner		March 5, 2015
Jeffrey J. McParland

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, in the State of Texas, on this 5^th day of March, 2015.

 

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Pursuant to the requirements of the Securities Act of 1933, these Registration Statements have been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 5, 2015.

 

SIGNATURE		TITLE		DATE
/s/ Joe Bob Perkins		Chief Executive Officer and Director of the General Partner		March 5, 2015
Joe Bob Perkins		(Principal Executive Officer)
/s/ Robert W. Karlovich III		Chief Financial Officer		March 5, 2015
Robert W. Karlovich III		(Principal Financial Officer and Principal Accounting Officer)
/s/ Jeffrey J. McParland		Director of the General Partner		March 5, 2015
Jeffrey J. McParland

Pursuant to the requirements of the Securities Act, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-4 and has duly caused these Post-Effective Amendments to the Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, in the State of Texas, on this 5^th day of March, 2015.

 

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Pursuant to the requirements of the Securities Act of 1933, these Registration Statements have been signed below by the following persons on behalf of the registrant and in the capacities indicated on March 5, 2015.

 

SIGNATURE		TITLE		DATE
/s/ Joe Bob Perkins		Chief Executive Officer and Director of the General Partner		March 5, 2015
Joe Bob Perkins		(Principal Executive Officer)
/s/ Robert W. Karlovich III		Chief Financial Officer and		March 5, 2015
Robert W. Karlovich III		Chief Accounting Officer (Principal Financial Officer and Principal Accounting Officer)
/s/ Jeffrey J. McParland		Director of the General Partner		March 5, 2015
Jeffrey J. McParland