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As Filed with the Securities and Exchange Commission on December 2, 2005
Registration No. 333-
UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
DCP MIDSTREAM PARTNERS, LP
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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4922
(Primary Standard Industrial
Classification Code Number)
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03-0567133
(I.R.S. Employer
Identification No.) |
370 17th Street,
Suite 2775
Denver, Colorado 80202
(303) 633-2900
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants
Principal Executive Offices)
Michael J. Bradley
President and Chief Executive Officer
370 17th Street, Suite 2775
Denver, Colorado 80202
(303) 633-2900
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for
Service)
Copies to:
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Thomas P. Mason
Douglas E. McWilliams
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2300
Houston, Texas 77002
(713) 758-2222
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Joshua Davidson
Christopher J. Arntzen
Baker Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002
(713) 229-1234 |
Approximate date of commencement of proposed sale to the public: As soon as
practicable after this registration statement becomes effective.
If any of the securities being registered on this form are to be offered on a delayed or
continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box.
¨
If this form is filed to register additional securities for an offering pursuant to Rule
462(b) under the Securities Act, check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
þ 333-128378
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ¨
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities
Act, check the following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. ¨
CALCULATION OF REGISTRATION FEE
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Title of Each Class of |
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Proposed Maximum |
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Amount of |
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Securities to be Registered |
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Aggregate Offering Price |
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Registration Fee |
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Common
units representing limited partner interests |
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$5,175,000(1)(2) |
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$533.73(3) |
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(1) |
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Includes common units issuable upon exercise of the
underwriters option to purchase additional common units. |
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(2) |
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Estimated solely for the purpose of calculating the registration fee pursuant to
Rule 457(o) of the Securities Act of 1933. |
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(3) |
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The registrant previously registered common units having a
proposed maximum aggregate offering price of $217,350,000 on its Registration Statement on Form S-1 (File
No. 333-128378), for which a
filing fee of $25,583 was paid. |
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The
Registration Statement shall become effective upon filing with the
Securities and Exchange Commission in accordance with Rule 462(b)
under the Securities Act of 1933, as amended.
EXPLANATORY NOTE AND
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
DCP Midstream Partners, LP, a Delaware limited partnership (the Registrant), is filing this
registration statement pursuant to General Instruction V of Form S-1
and Rule 462(b) promulgated under the Securities Act of 1933, as
amended. This registration statement relates to the initial public offering of the Registrants
common units representing limited partner interests contemplated by the Registration Statement on Form S-1
(File No. 333-128378), as amended (the Prior Registration Statement), which was originally filed
by the Registrant with the Securities and Exchange Commission (the Commission) on September 16,
2005 and declared effective by the Commission on December 1, 2005.
The contents of the Prior Registration Statement and all exhibits to the Prior Registration
Statement are hereby incorporated by reference into, and shall be
deemed a part of, this registration statement.
The required opinions and consents are listed on the Exhibit Index attached hereto and filed
herewith.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits and Financial Statement Schedules.
(a) Exhibits:
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Number |
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Description |
5.1
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Opinion of Vinson & Elkins L.L.P. as to the legality of the
securities being registered |
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8.1
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Opinion of Vinson & Elkins L.L.P. relating to tax matters |
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23.1
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Consent of Deloitte & Touche LLP |
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23.2 |
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Consent of Deloitte & Touche LLP |
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23.3
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Consent of Deloitte & Touche LLP |
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23.4
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Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1) |
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23.5
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Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1) |
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24.1
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Powers of Attorney (Filed as Exhibit 24.1 to Registration
Statement on Form S-1 (File No. 333-128378) and incorporated by reference herein.) |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant
has duly caused this Registration Statement on Form S-1 to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Denver, State of Colorado, on December 2,
2005.
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DCP Midstream Partners, LP |
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By:
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DCP Midstream GP, LP
its General Partner |
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By:
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DCP Midstream GP, LLC
its General Partner |
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By: /s/ Michael J. Bradley |
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Name: Michael J. Bradley |
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Title: President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration
Statement has been signed below by the following persons in the capacities and on the dates
indicated.
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Signature |
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Title |
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Date |
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Chairman of the Board
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December 2, 2005 |
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/s/ Michael J. Bradley
Michael J. Bradley
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President, Chief Executive Officer and
Director (Principal Executive Officer)
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December 2, 2005 |
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Vice President and Chief
Financial Officer (Principal Financial Officer)
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December 2, 2005 |
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Controller (Principal Accounting Officer)
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December 2, 2005 |
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/s/ William H. Easter, III
William H. Easter, III
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Director
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December 2, 2005 |
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/s/ Paul F. Ferguson, Jr.
Paul F. Ferguson, Jr.
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Director
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December 2, 2005 |
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/s/ John E. Lowe
John E. Lowe
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Director
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December 2, 2005 |
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*By: /S/ Michael J. Bradley
Michael J. Bradley
As Attorney-in-Fact
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EXHIBIT INDEX
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Number |
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Description |
5.1
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Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered |
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8.1
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Opinion of Vinson & Elkins L.L.P. relating to tax matters |
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23.1
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Consent of Deloitte & Touche LLP |
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23.2
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Consent of Deloitte & Touche LLP |
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23.3
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Consent of Deloitte & Touche LLP |
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23.4
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Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1) |
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23.5
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Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1) |
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24.1
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Powers of Attorney (Filed as Exhibit 24.1 to Registration
Statement on Form S-1 (File No. 333-128378) and incorporated
by reference herein.) |
exv5w1
Exhibit 5.1
December 2, 2005
DCP Midstream Partners, LP
370 17th Street, Suite 2775
Denver, Colorado 80202
Ladies and Gentlemen:
We have acted as counsel to DCP Midstream Partners, LP, a Delaware limited partnership (the
Partnership), in connection with the registration under the Securities Act of 1933, as amended
(the Securities Act), of the offering and sale of up to an aggregate of 10,350,000 common units
representing limited partner interests in the Partnership (the Common Units).
As the basis for the opinion hereinafter expressed, we examined such statutes, including the
Delaware Revised Uniform Limited Partnership Act (the Delaware Act), corporate records and
documents, certificates of corporate and public officials, and other instruments and documents as
we deemed necessary or advisable for the purposes of this opinion. In such examination, we assumed
the authenticity of all documents submitted to us as originals and the conformity with the original
documents of all documents submitted to us as copies.
Based on the foregoing and on such legal considerations as we deem relevant, we are of the
opinion that:
1. The Partnership has been duly formed and is validly existing as a limited partnership under
the Delaware Act.
2. The Common Units, when issued and delivered on behalf of the Partnership against payment
therefor as described in the Partnerships Registration Statement on Form S-1 (File No.
333-128378), as amended at the effective date thereof and, together with the registration statement filed with respect to such registration
statement under Rule 462(b) under the Securities Act, (the Registration Statement), will be duly authorized, validly issued, fully paid and nonassessable.
The opinions expressed herein are limited in all respects to federal law of the United States
of America and the Delaware Act, and we are expressing no opinion as to the effect of the laws of
any other jurisdiction.
We hereby consent to the reference to us under the heading Validity of the Common Units in
the prospectus forming a part of the Registration Statement and to the filing of this opinion as an
exhibit to the Registration Statement, but we do not thereby admit that we are within the class of
persons whose consent is required under the provisions of the Securities Act or the rules and regulations of the Securities and Exchange Commission issued thereunder.
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Very truly yours, |
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/s/ VINSON & ELKINS L.L.P. |
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VINSON & ELKINS L.L.P. |
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Vinson & Elkins LLP Attorneys at Law Austin Beijing Dallas Dubai
Houston London Moscow New York Shanghai Tokyo Washington
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First City Tower, 1001 Fannin Street, Suite 2300, Houston, TX 77002-6760
Tel 713.758.2222 Fax 713.758.2346 www.velaw.com |
exv8w1
Exhibit 8.1
Vinson & Elkins L.L.P.
1001 Fannin, Suite 2300
Houston, Texas 77002-6760
December 2, 2005
DCP Midstream Partners, LP
370 17th Street, Suite 2775
Denver, CO 80202
RE: DCP MIDSTREAM PARTNERS, LP REGISTRATION STATEMENT ON FORM S-1
Ladies and Gentlemen:
We have acted as counsel for DCP Midstream Partners, LP, a Delaware limited partnership (the
Partnership), with respect to certain legal matters in connection with the offer and sale of
common units representing limited partner interests in the Partnership. We have also participated
in the preparation of a Registration Statement on Form S-1 (No. 333-128378), as amended at the effective date thereof and, together with the registration statement
filed with respect to such registration statement under Rule 462(b) under the Securities Act, (the Registration
Statement) to which this opinion is an exhibit. In connection therewith, we prepared the
discussion (the Discussion) set forth under the caption Material Tax Consequences in the
Registration Statement.
All statements of legal conclusions contained in the Discussion, unless otherwise noted, are
our opinion with respect to the matters set forth therein as of the effective date of the
Registration Statement. In addition, we are of the opinion that the Discussion with respect to
those matters as to which no legal conclusions are provided is an accurate discussion of such
federal income tax matters (except for the representations and statements of fact of the
Partnership and its general partner, included in the Discussion, as to which we express no
opinion).
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to the use of our name in the Registration Statement. This consent does not constitute an
admission that we are experts within the meaning of such term as used in the Securities Act of
1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued
thereunder.
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Very truly yours,
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/s/ VINSON & ELKINS L.L.P.
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VINSON & ELKINS L.L.P. |
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exv23w1
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-1 filed
pursuant to Rule 462(b) of Regulation C of the Securities Act of 1933 of our report dated November
17, 2005 (which report expresses an unqualified opinion and includes an explanatory paragraph
relating to the preparation of the financial statements of DCP Midstream Partners Predecessor from
the separate records maintained by Duke Energy Field Services, LLC), relating to the financial
statements of DCP Midstream Partners Predecessor, included in Amendment No. 3 to Registration
Statement No. 333-128378 of DCP Midstream Partners, LP.
We also consent to the reference to us under the heading Experts in such Registration Statement.
/s/ Deloitte & Touche LLP
Denver, Colorado
December 2, 2005
exv23w2
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-1 filed
pursuant to Rule 462(b) of Regulation C of the Securities Act of 1933 of our report dated September
15, 2005 relating to the balance sheet of DCP Midstream Partners, LP, included in Amendment No. 3
to Registration Statement No. 333-128378 of DCP Midstream Partners, LP.
We also consent to the reference to us under the heading Experts in such Registration Statement.
Denver, Colorado
December 2, 2005
exv23w3
Exhibit 23.3
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-1 filed
pursuant to Rule 462(b) of Regulation C of the Securities Act of 1933 of our report dated September
15, 2005, relating to the balance sheet of DCP Midstream GP, LP, included in Amendment No. 3 to
Registration Statement No. 333-128378 of DCP Midstream Partners, LP.
We also consent to the reference to us under the heading Experts in such Registration Statement.
/s/ Deloitte & Touche LLP
Denver, Colorado
December 2, 2005