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-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FEfe8qjFz+PU97Symh5JbuebH9buh5sQjZtLul2SDOf9rXLyLxs1F1ixLgUBYeBz zL6iV+4iF/uR7lsI/q9Ziw== 0001181431-10-038994.txt : 20100728 0001181431-10-038994.hdr.sgml : 20100728 20100728205633 ACCESSION NUMBER: 0001181431-10-038994 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100728 FILED AS OF DATE: 20100728 DATE AS OF CHANGE: 20100728 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WOODBURN WILLIAM A CENTRAL INDEX KEY: 0001233176 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34831 FILM NUMBER: 10975716 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Chesapeake Midstream Partners, L.P. CENTRAL INDEX KEY: 0001483096 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 800534394 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 777 NW GRAND BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: (405) 935-1500 MAIL ADDRESS: STREET 1: 777 NW GRAND BOULEVARD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 3 1 rrd282205.xml FORM 3 X0203 3 2010-07-28 0 0001483096 Chesapeake Midstream Partners, L.P. CHKM 0001233176 WOODBURN WILLIAM A 12 E. 49TH STREET NEW YORK NY 10017 1 0 0 0 Common Units 0 I See Footnotes Subordinated Units Common Units 0 I See Footnotes GIP-A Holding (CHK), L.P. ("GIP-A"), GIP-B Holding (CHK), L.P. ("GIP-B"), GIP-C Holding (CHK), L.P. ("GIP-C" and together with GIP-A and GIP-B, the "GIP Partnerships") hold 50% limited partnership interest of the Issuer. The Reporting Person is a director of the Issuer's general partner, Chesapeake Midstream GP, L.L.C. The Reporting Person is also a member of the investment committee and other internal committees of Global Infrastructure Management, LLC, which committees (among other things) have the right to vote, or direct to vote, and to dispose, or to direct the disposition of, the securities held by the GIP Partnerships. However, the Reporting Person cannot individually control the outcome of such decisions. (Continued in footnote 2). Additionally, the Reporting Person is a partner of an affiliate of the GIP Partnerships, and as such has a pecuniary interest in certain of the securities held by the GIP Partnerships. The Reporting Person disclaims beneficial ownership of the securities held by the GIP Partnerships in excess of his pecuniary interest in such units. Pursuant to a Contribution, Conveyance and Assumption Agreement, which the GIP Partnerships, the Issuer and the other parties thereto entered into prior to the time the Securities and Exchange Commission declared the Issuer's Registration Statement on Form S-1 (Registration No. 333-164905) (the "Registration Statement") effective, the GIP Partnerships will exchange their existing ownership interests in an affiliate of the Issuer for approximately 20,725,561 Common Units and 34,538,061 Subordinated Units upon the closing of the Issuer's initial public offering, and up to an additional 3,187,500 Common Units in the event the underwriter's over-allotment option is not exercised, and the Issuer will redeem for nominal consideration the current 50% limited partnership interest in the Issuer held by the GIP Partnerships. (Continued in footnote 4). If the Issuer increases or decreases the number of common units to be sold to the public through the underwriters, the Issuer will correspondingly decrease or increase the number of common units to be issued to the GIP Partnerships, respectively. The Subordinated Units will convert into Common Units on a one-for-one basis at the end of the subordination period described in the Registration Statement. /s/ Marc D. Rome 2010-07-28 EX-24. 2 rrd252860_285433.htm POWER OF ATTORNEY rrd252860_285433.html

                                POWER OF ATTORNEY
                         For Executing Forms 3, 4 and 5

        Know all by these presents that the undersigned, William Woodburn,
hereby constitutes and appoints each of Marc D. Rome and Jennifer M. Grigsby,
signing singly, his true and lawful attorney-in-fact to:

                (1)     execute for and on behalf of the undersigned Forms 3, 4
and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder;

                (2)     do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete the execution of any
such Form 3, 4 or 5 and the timely filing of such form with the United States
Securities and Exchange Commission and any other authority; and

                (3)     take any other action of any type whatsoever in
connection with the foregoing, including the execution of a Form ID, which, in
the opinion of such attorney-in-fact, may be of benefit to, in the best interest
of, or legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve, in his or her
discretion.

        The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary and proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as such attorney-in-fact
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his or her substitute or substitutes, shall lawfully do or cause to be done by
virtue of this power of attorney and the rights and powers herein granted. The
undersigned acknowledges that the foregoing attorney-in-fact, in serving in such
capacity at the request of the undersigned, is not assuming any of the
undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934.

        IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of this 21st day of July, 2010.

                                         By:/s/ William Woodburn
                                            ------------------------------------
                                            William Woodburn

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