0001181431-12-039375.txt : 20120703 0001181431-12-039375.hdr.sgml : 20120703 20120703160635 ACCESSION NUMBER: 0001181431-12-039375 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120629 FILED AS OF DATE: 20120703 DATE AS OF CHANGE: 20120703 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: 12944885 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: 12944886 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 rrd350282.xml FORM 4 X0306 4 2012-06-29 1 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 NORTH WESTERN AVENUE OKLAHOMA CITY OK 73118 1 0 1 0 Common Units 2012-06-29 4 S 0 33704666 24.91 D 0 I See Explanation of Responses Subordinated Units 2012-06-29 4 S 0 6438115 24.91 D Common Units 6438115 0 I See Explanation of Responses This form is filed jointly by Chesapeake Energy Corporation, an Oklahoma corporation ("Chesapeake"), and Chesapeake Midstream Holdings, L.L.C., a Delaware limited liability company and wholly owned subsidiary of Chesapeake ("CMH"). Chesapeake owns Common Units and Subordinated Units of Chesapeake Midstream Partners, L.P., a Delaware limited partnership (the "Issuer"), indirectly through CMH. Pursuant to a Purchase Agreement dated June 7, 2012 (the "Purchase Agreement") among CMH and GIP II Eagle 4 Holding, L.P., a Delaware limited partnership ("Eagle 4") CMH agreed to sell to Eagle 4, for cash consideration of $1.0 billion, (i) 6,438,115 Subordinated Units and (ii) 33,704,666 Common Units (collectively, the "Purchase Agreement Subject Interests"). On June 25, 2012, pursuant to an Assignment and Contribution Agreement, Eagle 4 assigned to GIP II Eagle Holdings Partnership, L.P., a Delaware limited partnership ("Eagle Holdings") all of its rights and obligations under the Purchase Agreement. On June 29, 2012, CMH sold the Purchase Agreement Subject Interests to Eagle Holdings for cash consideration of $1.0 billion. The Subordinated Units listed in Table II will automatically convert into Common Units on a one-for-one basis at the end of the Subordination Period. The Subordination Period will end as described in "Item V. Market for Registrant's Common Equity, Related Unitholder Matters and Issuer Purchases of Equity Securities-Selected Information from our Partnership Agreement-Minimum Quarterly Distribution" of the Issuer's Annual Report on Form 10-K for the year ended December 31, 2011. /s/ Marc D. Rome, Vice President-Corporate Governance and Assistant Corporate Secretary for Chesapeake Midstream Holdings, L.L.C. 2012-07-03 /s/ Marc D. Rome, Vice President-Corporate Governance and Assistant Corporate Secretary for Chesapeake Energy Corporation 2012-07-03