CUSIP No. |
91829B 103 |
1 | NAMES OF REPORTING PERSONS VOC Brazos Energy Partners, L.P. |
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
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(a) o | |||||||||||
(b) o | |||||||||||
3 | SEC USE ONLY | ||||||||||
4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
OO (see Item 3) | |||||||||||
5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
o | |||||||||||
6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
Texas | |||||||||||
7 | SOLE VOTING POWER | ||||||||||
NUMBER OF | 4,252,250 | ||||||||||
SHARES | 8 | SHARED VOTING POWER | |||||||||
BENEFICIALLY | |||||||||||
OWNED BY | 0 | ||||||||||
EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
REPORTING | |||||||||||
PERSON | 4,252,250 | ||||||||||
WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
0 | |||||||||||
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
4,252,250 | |||||||||||
12 | CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
o | |||||||||||
13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
25% | |||||||||||
14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
PN |
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Item 1. | Security and Issuer |
Item 2. | Identity and Background |
Name | Position with the Company | |
J. Michael Vess
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President and Chief Executive Officer | |
William R. Horigan
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Vice President of Operations | |
Brian Gaudreau
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Vice President of Land | |
Barry Hill
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Vice President and Chief Financial Officer | |
Alan Howarter
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Vice President of Financial Reporting |
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Item 3. | Source and Amount of Funds or Other Consideration |
Item 4. | Purpose of Transaction |
Item 5. | Interest in Securities of the Issuer. |
(a) | As of May 12, 2011, the Reporting Person beneficially owns an aggregate of 4,252,250 Trust Units representing 25% of the outstanding Trust Units. The percentages set forth in this Item 5 are calculated based upon the number of Trust Units outstanding as of May 10, 2011 based on the Registration Statement filed with the SEC on Form S-1. The Trust Units are held directly by the Company. | ||
(b) | The Reporting Person has sole voting power and sole dispositive power with respect to the Trust Units beneficially owned by it. | ||
(c) | Except as described in this Schedule 13D, there have been no transactions in the Trust Units effected by the Reporting Person, or, to the knowledge of the Reporting Person, any person identified in Item 2, during the past 60 days. | ||
(d) | Except as described in this Schedule 13D, no other person is known by the Reporting Person to have the right to receive or the power to direct the receipt of distributions from, or the proceeds from the sale of, Trust Units beneficially owned by the Reporting Persons. | ||
(e) | Not applicable. |
Item 6. | Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. |
Item 7. | Material to Be Filed as Exhibits |
Exhibit Number |
Description | |
2.1 | Trust Unit Purchase Agreement, dated as of December 27, 2010, by and between VOC Partners, LLC, a Kansas limited liability company and VOC Brazos Energy Partners, L.P., a Texas limited partnership. |
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VOC BRAZOS ENERGY PARTNERS, L.P. |
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By: | Vess Texas Partners, LLC, its General Partner | |||
By: | Vess Holding Corporation, its Sole Managing Member | |||
By: | /s/ J. Michael Vess | |||
Name: | J. Michael Vess | |||
Title: | Designated Representative and Sole Member of Board of Directors | |||
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(a) | Ownership of the Trust Units. Selling Unitholder holds, or will hold on the Settlement Date of record and owns or will own beneficially the Trust Units, free and clear of any restrictions on transfer (other than any restrictions under federal and state securities laws), claims, taxes, liens, options, warrants, rights, contracts, calls, commitments, equities, and demands. Upon the consummation of the transactions contemplated hereby, as of the Settlement Date, Purchaser will be the registered owner of legal title to the Trust Units. | ||
(b) | No Brokers Fees. No broker, finder or investment banker is entitled to any brokerage, finders or other fee or commission in connection with this Agreement or the transactions contemplated hereby based upon arrangements made by or on behalf of the Selling Unitholder for which the Purchaser would be liable. |
(a) | Organization and Good Standing. Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Kansas. | ||
(b) | Authority; Authorization. |
(i) | Purchaser has full corporate power and authority to (i) execute and deliver this Agreement and (ii) consummate the transactions contemplated hereby, including the transactions necessary to issue the Note to the Selling Unitholder, and perform all the terms and conditions hereof required to be performed by it. The execution, delivery and performance by Purchaser of this Agreement have been duly authorized by all requisite corporate action. | ||
(ii) | This Agreement constitutes, and when issued the Note will constitute, each constitutes the legal, valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting enforcement of creditors rights and general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). |
(c) | Noncontravention. Neither the execution and the delivery of this Agreement, nor the consummation of the transactions contemplated hereby (including the transactions necessary to issue the Note), will (i) violate any statute, regulation, rule, judgment, order, decree, stipulation, injunction, charge, or other restriction of any Governmental Authority to which Purchaser is subject or any provision of its organizational documents or (ii) conflict with, result in a breach of, constitute a default under, result in the acceleration of, create in any party the right to accelerate, terminate, modify, or cancel, or require any notice under any contract, lease, sublease, license, sublicense, franchise, permit, indenture, agreement or mortgage for borrowed money, instrument of indebtedness, lien or other arrangement to which Purchaser is a party or by which it is bound or to which any of its assets is subject. | ||
(d) | No Brokers Fees. No broker, finder or investment banker is entitled to any brokerage, finders or other fee or commission in connection with this Agreement or the transactions contemplated hereby based upon arrangements made by or on behalf of the Purchaser for which the Selling Unitholder would be liable. |
(a) | The representations and warranties of the Selling Unitholder contained herein shall be true and correct as of the date hereof and the Settlement Date, and the Selling Unitholder shall have complied with all of its covenants and agreements contained herein to be performed by it on or prior to the Settlement Date. |
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(b) | The Purchaser shall have received the Trust Units, registered in the name of the Purchaser or its nominee (or with an effective stock or note power in the name of the Purchaser or its nominee), without any legends or endorsements thereon other than the following legend: THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR ANY STATE SECURITIES LAWS, AND NEITHER THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN EXEMPTION THEREFROM WHICH, IN THE OPINION OF COUNSEL FOR PURCHASER, IS AVAILABLE. | ||
(c) | The transfer of the Trust Units to the Purchaser shall have been registered on the books of the Trust and/or any applicable transfer agent. |
(a) | The representations and warranties of the Purchaser contained herein shall be true and correct as of the date hereof and the Settlement Dale and the Purchaser shall have complied with all of its covenants and agreements contained herein to be performed by it on or prior to the Settlement Date. | ||
(b) | The Selling Unitholder shall have received the Purchase Price Consideration as contemplated herein. |
(a) | Unless otherwise instructed by the Purchaser, the Trust Units should be delivered to: | ||
VOC Partners, LLC 1700 Waterfront Parkway, Bldg 500 Wichita, KS 67206 Attn: Managing Member |
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(b) | The Cash Payment shall be paid by wire transfer of immediately available funds to the Selling Unitholder at the address for notice outlined in Section 7(a) hereto. |
(a) | If to the Purchaser, addressed as follows: |
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VOC Partners, LLC 1700 Waterfront Parkway, Bldg 500 Wichita, KS 67206 Attn: Manager |
(b) | If to the Selling Unitholder, addressed as follows | ||
VOC Brazos Energy Partners, L.P. 1700 Waterfront Parkway, Bldg 500 Wichita, KS 67206 Attn: Barry Hill |
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VOC PARTNERS, LLC By: Vess Texas Partners, LLC, its Manager By: Vess Holding Corporation, its Manager |
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By: | /s/ J. Michael Vess | |||
Name: | J. Michael Vess | |||
Title: | Designated Representative | |||
VOC BRAZOS ENERGY PARTNERS, L.P. By: Vess Texas Partners, LLC, its General Partner By: Vess Holding Corporation, its Manager |
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By: | /s/ J. Michael Vess | |||
Name: | J. Michael Vess | |||
Title: | Designated Representative | |||
Trust Units to be Purchased
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All Trust Units retained by Selling Unitholder at the closing of the initial public offering of the Trust. |