-----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, Gvov72JLBD23uYgUB8nesGRXKLWykt6gPr3Ud50tRinJeb2fLv4mYqtLW8c+U083 B2w4jEosp6+BMPQpjzzHTg== 0001181431-10-038992.txt : 20100728 0001181431-10-038992.hdr.sgml : 20100728 20100728205557 ACCESSION NUMBER: 0001181431-10-038992 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 7 CONFORMED PERIOD OF REPORT: 20100728 FILED AS OF DATE: 20100728 DATE AS OF CHANGE: 20100728 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GIP-A Holding (CHK), L.P. CENTRAL INDEX KEY: 0001497538 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34831 FILM NUMBER: 10975708 BUSINESS ADDRESS: STREET 1: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-315-8100 MAIL ADDRESS: STREET 1: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GIP-B Holding (CHK), L.P. CENTRAL INDEX KEY: 0001497540 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34831 FILM NUMBER: 10975709 BUSINESS ADDRESS: STREET 1: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-315-8100 MAIL ADDRESS: STREET 1: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GIP-C Holding (CHK), L.P. CENTRAL INDEX KEY: 0001497541 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34831 FILM NUMBER: 10975707 BUSINESS ADDRESS: STREET 1: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-315-8100 MAIL ADDRESS: STREET 1: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Global Infrastructure Management, LLC CENTRAL INDEX KEY: 0001497542 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34831 FILM NUMBER: 10975711 BUSINESS ADDRESS: STREET 1: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-315-8100 MAIL ADDRESS: STREET 1: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Global Infrastructure Investors, Ltd CENTRAL INDEX KEY: 0001497544 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34831 FILM NUMBER: 10975712 BUSINESS ADDRESS: STREET 1: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-315-8100 MAIL ADDRESS: STREET 1: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Global Infrastructure GP, L.P. CENTRAL INDEX KEY: 0001497555 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34831 FILM NUMBER: 10975710 BUSINESS ADDRESS: STREET 1: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 212-315-8100 MAIL ADDRESS: STREET 1: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 3 1 rrd282209.xml FORM 3 X0203 3 2010-07-28 0 0001483096 Chesapeake Midstream Partners, L.P. CHKM 0001497544 Global Infrastructure Investors, Ltd 12 E. 49TH STREET NEW YORK NY 10017 1 0 1 0 0001497542 Global Infrastructure Management, LLC 12 E. 49TH STREET NEW YORK NY 10017 1 0 1 0 0001497555 Global Infrastructure GP, L.P. 12 E. 49TH STREET NEW YORK NY 10017 1 0 1 0 0001497538 GIP-A Holding (CHK), L.P. 12 E. 49TH STREET NEW YORK NY 10017 1 0 1 0 0001497540 GIP-B Holding (CHK), L.P. 12 E. 49TH STREET NEW YORK NY 10017 1 0 1 0 0001497541 GIP-C Holding (CHK), L.P. 12 E. 49TH STREET NEW YORK NY 10017 1 0 1 0 Common Units 0 I See Footnote Subordinated Units Common Units 0 I See Footnote This form is filed jointly by Global Infrastructure Investors, Limited ("GIP Investors"), Global Infrastructure Management, LLC ("GIP Management"), Global Infrastructure GP, L.P. ("GI GP"), GIP-A Holding (CHK), L.P. ("GIP-A"), GIP-B Holding (CHK), L.P. ("GIP-B") and GIP-C Holding (CHK), L.P. ("GIP-C" and together with GIP-A and GIP-B, the "GIP Partnerships"). The GIP Partnerships own a 50% limited partnership interest in the Issuer. GIP Investors is the sole general partner of GI GP, which is the sole general partner of each of GIP-A, GIP-B and GIP-C. Pursuant to, and subject to the terms and conditions of, a management agreement between GI GP and GIP Management, GIP Management has sole voting and investment power over the securities held by the GIP Partnerships. Each of GIP Investors, GIP Management and GI GP may be deemed to indirectly beneficially own these securities held by the GIP Partnerships, but disclaim beneficial ownership except to the extent of their pecuniary interest therein. 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. The GIP Partnerships directly own a 50% membership interest in Chesapeake Midstream Ventures, L.L.C., which owns 100% of Chesapeake Midstream GP, L.L.C., the general partner of the Issuer. Exhibit List: Exhibit 24, Power of Attorney /s/ Marc D. Rome 2010-07-28 EX-24. 2 rrd252864_285434.htm POWER OF ATTORNEY rrd252864_285434.html 
                                POWER OF ATTORNEY
                         For Executing Forms 3, 4 and 5

        Know all by these presents that the undersigned, Global Infrastructure
Investors, Limited, 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 27th day of July, 2010.

                                            Global Infrastructure Investors,
                                            Limited

                                         By:/s/ Matthew Harris
                                            ------------------------------------
                                            Name: Matthew Harris
                                            Title: Partner
EX-24.1 3 rrd252864_285435.htm POWER OF ATTORNEY rrd252864_285435.html 
                                POWER OF ATTORNEY
                         For Executing Forms 3, 4 and 5

        Know all by these presents that the undersigned, Global Infrastructure
Management, LLC, 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 27th day of July, 2010.

                                           Global Infrastructure Management, LLC

                                        By:/s/ Matthew Harris
                                           -------------------------------------
                                           Name: Matthew Harris
                                           Title: Partner
EX-24.2 4 rrd252864_285436.htm POWER OF ATTORNEY rrd252864_285436.html 
                                POWER OF ATTORNEY
                         For Executing Forms 3, 4 and 5

        Know all by these presents that the undersigned, Global Infrastructure
GP, L.P., 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 27th day of July, 2010.

                                            Global Infrastructure GP, L.P.

                                            By: Global Infrastructure Investors,
                                            Limited

                                         By:/s/ Matthew Harris
                                            ------------------------------------
                                            Name: Matthew Harris
                                            Title: Partner
EX-24.3 5 rrd252864_285437.htm POWER OF ATTORNEY rrd252864_285437.html 
                                POWER OF ATTORNEY
                         For Executing Forms 3, 4 and 5

        Know all by these presents that the undersigned, GIP-A Holding (CHK),
L.P., 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 27th day of July, 2010.

                                         GIP-A Holding (CHK), L.P.

                                         By: GIP-A Holding (CHK) GP, LLC

                                         By:/s/ Matthew Harris
                                            ------------------------------------
                                            Name: Matthew Harris
                                            Title: Secretary
EX-24.4 6 rrd252864_285438.htm POWER OF ATTORNEY rrd252864_285438.html 
                                POWER OF ATTORNEY
                         For Executing Forms 3, 4 and 5

        Know all by these presents that the undersigned, GIP-B Holding (CHK),
L.P., 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 27th day of July, 2010.

                                            GIP-B Holding (CHK), L.P.

                                            By:GIP-B Holding (CHK) GP, LLC

                                         By:/s/ Matthew Harris
                                            ------------------------------------
                                            Name: Matthew Harris
                                            Title: Secretary
EX-24.5 7 rrd252864_285439.htm POWER OF ATTORNEY rrd252864_285439.html 
                                POWER OF ATTORNEY
                         For Executing Forms 3, 4 and 5

        Know all by these presents that the undersigned, GIP-C Holding (CHK),
L.P., 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 27th day of July, 2010.

                                         GIP-C Holding (CHK), L.P.

                                         By: GIP-C Holding (CHK) GP, LLC

                                         By:/s/ Matthew Harris
                                            ------------------------------------
                                            Name: Matthew Harris
                                            Title: Secretary
-----END PRIVACY-ENHANCED MESSAGE-----