0001181431-12-000352.txt : 20120103 0001181431-12-000352.hdr.sgml : 20120102 20120103181325 ACCESSION NUMBER: 0001181431-12-000352 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20111229 FILED AS OF DATE: 20120103 DATE AS OF CHANGE: 20120103 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: CHESAPEAKE ENERGY CORP CENTRAL INDEX KEY: 0000895126 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: OK FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34831 FILM NUMBER: 12503393 BUSINESS ADDRESS: STREET 1: 6100 N WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 BUSINESS PHONE: 4058488000 MAIL ADDRESS: STREET 1: 6100 NORTH WESTERN AVE CITY: OKLAHOMA CITY STATE: OK ZIP: 73118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CHESAPEAKE MIDSTREAM HOLDINGS LLC CENTRAL INDEX KEY: 0001497549 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34831 FILM NUMBER: 12503394 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 4 1 rrd329569.xml ASSET DROPDOWN TRANSACTION X0304 4 2011-12-29 0 0001483096 CHESAPEAKE MIDSTREAM PARTNERS LP CHKM 0001497549 CHESAPEAKE MIDSTREAM HOLDINGS LLC 900 NW 63RD STREET OKLAHOMA CITY OK 73118 1 0 1 0 0000895126 CHESAPEAKE ENERGY CORP 6100 N WESTERN AVE OKLAHOMA CITY OK 73118 1 0 1 0 Common Units 2011-12-29 4 P 0 9791605 A 33704666 I See footnote 1. This form is jointly filed by Chesapeake Energy Corporation ("Chesapeake") and Chesapeake Midstream Holdings, L.L.C. ("Midstream Holdings" and, together with Chesapeake, the "Reporting Persons"). On December 28, 2011, Chesapeake MLP Operating, L.L.C. ("Buyer"), a wholly owned subsidiary of the Issuer, entered into a Unit Purchase Agreement (the "Agreement") with Chesapeake Midstream Operating, L.L.C. ("Seller"), Chesapeake Midstream Development, L.P., Appalachia Midstream Services, L.L.C. ("AMS") and, for certain limited purposes, Chesapeake Midstream Management, L.L.C. and the Issuer. All parties are subsidiaries or affiliates of the Reporting Persons. Pursuant to the terms of the Agreement, Buyer agreed to acquire 1,000 units of AMS representing 100% of the issued and outstanding membership units of AMS (the "Acquisition") from Seller in exchange for total consideration of approximately $865 million represented by $600 million in cash and 9,791,605 Common Units. The Acquisition closed, and the Reporting Persons acquired the common units, on December 29, 2011. The effective date of the Acquisition was December 31, 2011. Marc D. Rome, on behalf of Chesapeake Midstream Holdings, L.L.C. 2012-01-03 Marc D. Rome, on behalf of Chesapeake Energy Corporation 2012-01-03