Attached files
file | filename |
---|---|
EX-5.1 - EX-5.1 - QR Energy, LP | h75980a4exv5w1.htm |
EX-1.1 - EX-1.1 - QR Energy, LP | h75980a4exv1w1.htm |
EX-8.1 - EX-8.1 - QR Energy, LP | h75980a4exv8w1.htm |
EX-10.2 - EX-10.2 - QR Energy, LP | h75980a4exv10w2.htm |
EX-10.5 - EX-10.5 - QR Energy, LP | h75980a4exv10w5.htm |
As filed with the Securities and Exchange
Commission on December 14, 2010
Registration No. 333-169664
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Amendment No. 4
to
Form S-1
to
Form S-1
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
QR Energy, LP
(Exact name of registrant as
specified in its charter)
Delaware
|
1311 | 90-0613069 | ||
(State or other jurisdiction
of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
5 Houston Center
1401 McKinney Street, Suite 2400
Houston, Texas 77010
(713) 452-2200
(Address, including zip code,
and telephone number, including area code, of registrants
principal executive offices)
Gregory S. Roden
QRE GP, LLC
5 Houston Center
1401 McKinney Street, Suite 2400
Houston, Texas 77010
(713) 452-2200
(Name, address, including zip
code, and telephone number, including area code, of agent for
service)
Copies to:
Jeffery K. Malonson Douglas E. McWilliams Vinson & Elkins L.L.P. 1001 Fannin, Suite 2500 Houston, Texas 77002 (713) 758-2222 |
G. Michael OLeary Timothy C. Langenkamp Andrews Kurth LLP 600 Travis Street, Suite 4200 Houston, Texas 77002 (713) 220-4200 |
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. o
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. o
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 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 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 |
Amount of |
|||||
Title of Each Class of |
Aggregate |
Registration |
||||
Securities to be Registered | Offering Price(1)(2) | Fee(3) | ||||
Common units representing limited partner interests
|
$362,250,000 | $25,828.43 | ||||
(1) | Includes common units issuable upon exercise of the underwriters option to purchase additional common units. |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o). |
(3) | The total registration fee includes $21,390 that was previously paid for the registration of $300,000,000 of proposed maximum aggregate offering price in the filing of the Registration Statement on September 30, 2010 and $4,438.43 for the registration of an additional $62,250,000 of proposed maximum aggregate offering price registered hereby. |
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 Amendment No. 4 to the Registration Statement on
Form S-1
(File
No. 333-169664)
of QR Energy, LP is being filed solely to amend Items 13
and 16 of Part II thereof and to transmit certain exhibits
thereto. This Amendment No. 4 does not modify any provision
of the preliminary prospectus contained in Part I or
Items 14, 15 or 17 of Part II of the Registration
Statement. Accordingly, this Amendment No. 4 does not
include a copy of the preliminary prospectus.
PART II
INFORMATION
NOT REQUIRED IN THE PROSPECTUS
Item 13. Other
Expenses of Issuance and Distribution.
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 FINRA filing fee and the NYSE
listing fee, the amounts set forth below are estimates. The
underwriters have agreed to reimburse us for a portion of our
expenses.
SEC registration fee
|
$ | 25,828 | ||
FINRA filing fee
|
36,725 | |||
NYSE listing fee
|
250,000 | |||
Printing and engraving expenses
|
1,300,000 | |||
Accounting fees and expenses
|
1,600,000 | |||
Legal fees and expenses
|
2,000,000 | |||
Transfer agent and registrar fees
|
20,000 | |||
Miscellaneous
|
17,447 | |||
Total
|
$ | 5,250,000 | ||
Item 14. Indemnification
of Directors and Officers.
The partnership agreement of QR Energy, LP provides that the
partnership will, to the fullest extent permitted by law but
subject to the limitations expressly provided therein, indemnify
and hold harmless its general partner, any Departing Partner (as
defined therein), any person who is or was an affiliate of the
general partner, including any person who is or was a member,
partner, officer, director, fiduciary or trustee of the general
partner, any Departing Partner, any Group Member (as defined
therein) or any affiliate of the general partner, any Departing
Partner or any Group Member, or any person who is or was serving
at the request of the general partner, including any affiliate
of the general partner or any Departing Partner or any affiliate
of any Departing Partner as an officer, director, member,
partner, fiduciary or trustee of another person, or any person
that the general partner designates as a Partnership Indemnitee
for purposes of the partnership agreement (each, a
Partnership Indemnitee) from and against any and all
losses, claims, damages, liabilities (joint or several),
expenses (including legal fees and expenses), judgments, fines,
penalties, interest, settlements or other amounts arising from
any and all claims, demands, actions, suits or proceedings,
whether civil, criminal, administrative or investigative, in
which any Partnership Indemnitee may be involved, or is
threatened to be involved, as a party or otherwise, by reason of
its status as a Partnership Indemnitee, provided that the
Partnership Indemnitee shall not be indemnified and held
harmless if there has been a final and non-appealable judgment
entered by a court of competent jurisdiction determining that,
in respect of the matter for which the Partnership Indemnitee is
seeking indemnification, the Partnership Indemnitee engaged in
fraud, willful misconduct or gross negligence or, a breach of
its obligations under the partnership agreement of QR Energy, LP
or a breach of its fiduciary duty in the case of a criminal
matter, acted with knowledge that the Partnership
Indemnitees conduct was unlawful. This indemnification
would under certain circumstances include indemnification for
liabilities under the Securities Act. To the fullest extent
permitted by law, expenses (including legal fees and expenses)
incurred by a Partnership Indemnitee who is indemnified pursuant
to the partnership agreement in defending any claim, demand,
action, suit or proceeding shall, from time to time, be advanced
by the partnership prior to a determination that the Partnership
Indemnitee is not entitled to be indemnified upon receipt by the
partnership of any undertaking by or on behalf of the
Partnership Indemnitee to repay such amount if it shall be
determined that the Partnership Indemnitee is not entitled to be
indemnified under the partnership agreement provided,
however, there shall be no advancement of costs or fees to any
Partnership Indemnitee in the event of a derivative or direct
action against such Person brought by at least a Majority in
Interest of the Limited Partners. Any indemnification under
these provisions will be only out of the assets of the
partnership.
Section 17-108
of the Delaware Revised Uniform Limited Partnership Act
II-1
empowers a Delaware limited partnership to indemnify and hold
harmless any partner or other persons from and against all
claims and demands whatsoever.
QR Energy, LP is authorized to purchase (or to reimburse its
general partner for the costs of) insurance against liabilities
asserted against and expenses incurred by its general partner,
its affiliates and such other persons as the respective general
partners may determine and described in the paragraph above in
connection with their activities, whether or not they would have
the power to indemnify such person against such liabilities
under the provisions described in the paragraphs above. The
general partner has purchased insurance covering its officers
and directors against liabilities asserted and expenses incurred
in connection with their activities as officers and directors of
our general partner or any of its direct or indirect
subsidiaries.
Any underwriting agreement entered into in connection with the
sale of the securities offered pursuant to this registration
statement will provide for indemnification of officers and
directors of our general partner, including liabilities under
the Securities Act.
Item 15. Recent
Sales of Unregistered Securities.
On September 28, 2010, in connection with the formation of
QR Energy, LP, we issued (i) the 0.1% general partner
interest in us to QRE GP, LLC for $1 and (ii) the 99.9%
limited partner interest in us to The Quantum Aspect
Partnership, LP for $999, in each case, in an offering exempt
from registration under Section 4(2) of the Securities Act.
There have been no other sales of unregistered securities within
the past three years.
Item 16. Exhibits
and Financial Statement Schedules.
(a) Exhibit Index
Exhibit |
||||||
Number
|
Description
|
|||||
1 | .1 | | Form of Underwriting Agreement | |||
3 | .1** | | Certificate of Limited Partnership of QR Energy, LP | |||
3 | .2** | | Agreement of Limited Partnership of QR Energy, LP | |||
3 | .3** | | Form of First Amended and Restated Agreement of Limited Partnership of QR Energy, LP (included as Appendix A to the prospectus) | |||
3 | .4** | | Certificate of Formation of QRE GP, LLC | |||
3 | .5** | | Limited Liability Company Agreement of QRE GP, LLC | |||
3 | .6** | | First Amendment to Limited Liability Company Agreement of QRE GP, LLC | |||
3 | .7** | | Form of Amended and Restated Limited Liability Company Agreement of QRE GP, LLC | |||
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 | |||
10 | .1** | | Form of Credit Agreement | |||
10 | .2 | | Form of Contribution, Conveyance and Assumption Agreement | |||
10 | .3** | | Form of QRE GP, LLC Long-Term Incentive Plan | |||
10 | .4** | | Form of Omnibus Agreement | |||
10 | .5 | | Form of Services Agreement | |||
10 | .6** | | Form of Indemnification Agreement | |||
10 | .7** | | Stakeholders Agreement | |||
21 | .1** | | List of Subsidiaries of QR Energy, LP | |||
23 | .1** | | Consent of PricewaterhouseCoopers LLP | |||
23 | .2** | | Consent of KPMG LLP | |||
23 | .3** | | Consent of KPMG LLP | |||
23 | .4** | | Consent of Miller and Lents, Ltd. | |||
23 | .5** | | Consent of Director Nominee |
II-2
Exhibit |
||||||
Number
|
Description
|
|||||
23 | .6 | | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1) | |||
23 | .7 | | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1) | |||
24 | .1** | | Powers of Attorney | |||
99 | .1** | | Report of Miller and Lents, Ltd. (included as Appendix C to the prospectus) |
* | To be filed by amendment. | |
** | Previously filed. |
Item 17. Undertakings.
The undersigned registrant hereby undertakes to provide to the
underwriters at the closing specified in the underwriting
agreement certificates in such denominations and registered in
such names as required by the underwriters to permit prompt
delivery to each purchaser.
Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the
Securities Act 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 the 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, the registrant
will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of
appropriate jurisdiction of the question whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned registrant hereby undertakes that:
(1) For purposes of determining any liability under the
Securities Act, the information omitted from the form of
prospectus filed as part of this registration statement in
reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to
Rule 424(b)(1) or (4) or 497(h) under the Securities
Act shall be deemed to be part of this registration statement as
of the time it was declared effective.
(2) For the purpose of determining any liability under the
Securities Act, each post-effective amendment that contains a
form of prospectus 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.
The registrant undertakes to send to each limited partner at
least on an annual basis a detailed statement of any
transactions with QRE GP, LLC, our general partner, or its
affiliates, and of fees, commissions, compensation and other
benefits paid, or accrued to QRE GP, LLC or its affiliates for
the fiscal year completed, showing the amount paid or accrued to
each recipient and the services performed.
The registrant undertakes to provide to the limited partners the
financial statements required by
Form 10-K
for the first full fiscal year of operations of the partnership.
II-3
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 December 14, 2010.
QR ENERGY, LP
By: QRE GP, LLC, its general partner
By: |
/s/ Alan
L. Smith
|
Alan L. Smith
Chief Executive Officer and Director
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 on the dates
presented.
Name
|
Title
|
Date
|
||||
/s/ Alan
L. Smith* Alan L. Smith |
Chief Executive Officer and Director (Principal Executive Officer) | December 14, 2010 | ||||
/s/ Cedric
W. Burgher* Cedric W. Burgher |
Chief Financial Officer (Principal Financial Officer) | December 14, 2010 | ||||
/s/ Howard
K. Selzer* Howard K. Selzer |
Chief Accounting Officer (Principal Accounting Officer) | December 14, 2010 | ||||
/s/ John
H. Campbell, Jr.* John H. Campbell, Jr. |
President, Chief Operating Officer and Director | December 14, 2010 | ||||
/s/ Donald
Wolf* Donald Wolf |
Chairman of the Board | December 14, 2010 | ||||
/s/ Toby
R. Neugebauer* Toby R. Neugebauer |
Director | December 14, 2010 | ||||
/s/ S.
Wil VanLoh, Jr.* S. Wil VanLoh, Jr. |
Director | December 14, 2010 | ||||
*By: |
/s/ Gregory
S. Roden Gregory S. Roden Attorney-in-Fact |
II-4
EXHIBIT INDEX
(a) Exhibit Index
Exhibit |
||||||
Number
|
Description
|
|||||
1 | .1 | | Form of Underwriting Agreement | |||
3 | .1** | | Certificate of Limited Partnership of QR Energy, LP | |||
3 | .2** | | Agreement of Limited Partnership of QR Energy, LP | |||
3 | .3** | | Form of First Amended and Restated Agreement of Limited Partnership of QR Energy, LP (included as Appendix A to the prospectus) | |||
3 | .4** | | Certificate of Formation of QRE GP, LLC | |||
3 | .5** | | Limited Liability Company Agreement of QRE GP, LLC | |||
3 | .6** | | First Amendment to Limited Liability Company Agreement of QRE GP, LLC | |||
3 | .7** | | Form of Amended and Restated Limited Liability Company Agreement of QRE GP, LLC | |||
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 | |||
10 | .1** | | Form of Credit Agreement | |||
10 | .2 | | Form of Contribution, Conveyance and Assumption Agreement | |||
10 | .3** | | Form of QRE GP, LLC Long-Term Incentive Plan | |||
10 | .4** | | Form of Omnibus Agreement | |||
10 | .5 | | Form of Services Agreement | |||
10 | .6** | | Form of Indemnification Agreement | |||
10 | .7** | | Stakeholders Agreement | |||
21 | .1** | | List of Subsidiaries of QR Energy, LP | |||
23 | .1** | | Consent of PricewaterhouseCoopers LLP | |||
23 | .2** | | Consent of KPMG LLP | |||
23 | .3** | | Consent of KPMG LLP | |||
23 | .4** | | Consent of Miller and Lents, Ltd. | |||
23 | .5** | | Consent of Director Nominee | |||
23 | .6 | | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1) | |||
23 | .7 | | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1) | |||
24 | .1** | | Powers of Attorney | |||
99 | .1** | | Report of Miller and Lents, Ltd. (included as Appendix C to the prospectus) |
* | To be filed by amendment. | |
** | Previously filed. |