0001181431-12-037904.txt : 20120625 0001181431-12-037904.hdr.sgml : 20120625 20120625201840 ACCESSION NUMBER: 0001181431-12-037904 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120625 FILED AS OF DATE: 20120625 DATE AS OF CHANGE: 20120625 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CHESAPEAKE MIDSTREAM PARTNERS LP 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: 900 NW 63RD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: (405) 935-1500 MAIL ADDRESS: STREET 1: 900 NW 63RD CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 FORMER COMPANY: FORMER CONFORMED NAME: Chesapeake Midstream Partners, L.P. DATE OF NAME CHANGE: 20100202 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GIP II Eagle 4 Holding, L.P. CENTRAL INDEX KEY: 0001552817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34831 FILM NUMBER: 12925830 BUSINESS ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 315-8100 MAIL ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GIP II Eagle 3 Holding, L.P. CENTRAL INDEX KEY: 0001552821 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34831 FILM NUMBER: 12925831 BUSINESS ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 315-8100 MAIL ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GIP II Eagle 2 Holding, L.P. CENTRAL INDEX KEY: 0001552824 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34831 FILM NUMBER: 12925832 BUSINESS ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 315-8100 MAIL ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GIP II Eagle 1 Holding, L.P. CENTRAL INDEX KEY: 0001552827 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34831 FILM NUMBER: 12925833 BUSINESS ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: (212) 315-8100 MAIL ADDRESS: STREET 1: C/O GLOBAL INFRASTRUCTURE PARTNERS STREET 2: 12 E. 49TH STREET CITY: NEW YORK STATE: NY ZIP: 10017 4 1 rrd349570.xml FORM 4 X0305 4 2012-06-25 1 0001483096 CHESAPEAKE MIDSTREAM PARTNERS LP CHKM 0001552827 GIP II Eagle 1 Holding, L.P. 12 E. 49TH STREET NEW YORK NY 10017 0 0 1 0 0001552824 GIP II Eagle 2 Holding, L.P. 12 E. 49TH STREET NEW YORK NY 10017 0 0 1 0 0001552821 GIP II Eagle 3 Holding, L.P. 12 E. 49TH STREET NEW YORK NY 10017 0 0 1 0 0001552817 GIP II Eagle 4 Holding, L.P. 12 E. 49TH STREET NEW YORK NY 10017 0 0 1 0 Common Units 2012-06-25 4 J 0 33704666 D 0 I See footnotes Subordinated Units 2010-06-25 4 J 0 34538061 D Common Units 34538061 0 I See footnotes On June 25, 2012, GIP II Eagle 1 Holding, L.P., GIP II Eagle 2 Holding, L.P. and GIP II Eagle 3 Holding, L.P. (collectively, the "Eagle Funds") contributed all of the Subordinated Units then beneficially owned by those entities to GIP II Eagle Holdings Partnership, L.P. ("Eagle Holdings"). Concurrently, GIP II Eagle 4 Holding, L.P. ("Eagle 4" and, together with the Eagle Funds, the "GIP II Funds") assigned to Eagle Holdings all of its rights and obligations under the purchase agreement between Eagle 4 and Chesapeake Midstream Holdings, L.L.C., dated June 7, 2012 (the "Second Purchase Agreement"), and pursuant to which Eagle 4 had the right to acquire 6,438,115 Subordinated Units and 33,704,666 Common Units (together the "Second Purchase Agreement Subject Interests"). In exchange for, and upon these contributions, Eagle Holdings issued to each of the GIP II Funds limited partnership interests in Eagle Holdings. The Second Purchase Agreement Subject Interests were beneficially owned by Eagle 4 pursuant to the Second Purchase Agreement. The remaining Units reported herein were beneficially owned by the Eagle Funds. Global Infrastructure Investors II, LLC has the power to direct the voting and disposition of the Common Units and Subordinated Units reported herein through Global Infrastructure GP II, L.P., of which it is the general partner. Global Infrastructure GP II, L.P. is the general partner of each of the members of the general partners of each of the GIP II Funds. By virtue of these relationships, each of the reporting persons may be deemed to share beneficial ownership of the Common Units and Subordinated Units reported herein. Each such reporting person expressly disclaims beneficial ownership of any such Common Units and Subordinated Units except to the extent of its pecuniary interest therein. The Subordinated Units may be converted into Common Units on a one-for-one basis after the expiration of the Subordination Period (as defined in the First Amended and Restated Agreement of Limited Partnership of the Issuer (the "Partnership Agreement")), and other circumstances as noted in the Partnership Agreement. GIP II EAGLE 1 HOLDING, L.P. by: GIP II Eagle 1 Holding GP, LLC, its general partner by: /s/ Mark Levitt, Manager 2012-06-25 GIP II EAGLE 2 HOLDING, L.P. by: GIP II Eagle 2 Holding GP, LLC, its general partner by: /s/ Mark Levitt, Manager 2012-06-25 GIP II EAGLE 3 HOLDING, L.P. by: GIP II Eagle 3 Holding GP, LLC, its general partner by: /s/ Mark Levitt, Manager 2012-06-25 GIP II EAGLE 4 HOLDING, L.P. by: GIP II Eagle 1 Holding GP, LLC, its general partner by: /s/ Mark Levitt, Manager 2012-06-25