- Post-effective amendment to proposed Securities Act Rule 462(b) registration statement (POS462B)
August 03 2012 - 5:05PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August 3, 2012
1933 Act File No. 333-183024
1940 Act File No. 811-21593
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form N-2
REGISTRATION STATEMENT
UNDER
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THE SECURITIES ACT OF 1933
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x
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PRE-EFFECTIVE AMENDMENT NO.
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¨
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POST-EFFECTIVE AMENDMENT NO. 1
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x
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and/or
REGISTRATION STATEMENT
UNDER
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THE INVESTMENT COMPANY ACT OF 1940
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x
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AMENDMENT NO. 46
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x
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Kayne Anderson MLP Investment Company
(Exact Name of Registrant as Specified in Charter)
717 Texas
Avenue, Suite 3100
Houston, Texas 77002
(Address of Principal Executive Offices)
Registrants Telephone
Number, including Area Code: (713) 493-2020
David J.
Shladovsky, Esq.
KA Fund Advisors, LLC
1800 Avenue of the Stars, Second Floor
Los Angeles, California 90067
(Name and Address of Agent for Service)
Copies of Communications to:
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David A. Hearth, Esq.
Paul Hastings LLP
55 Second Street, 24th Floor
San Francisco, California 94105-3441
(415) 856-7000
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John F. Della Grotta, Esq.
Paul Hastings LLP
695 Town Center Drive, 17th Floor
Costa Mesa, California 92626-1924
(714) 668-6210
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Approximate Date of Proposed Public Offering:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this
form will be offered on a delayed or continuous basis in reliance on Rule 415 under the Securities Act of 1933, other than securities offered in connection with a dividend reinvestment plan, check the following box.
x
It is proposed that this filing will become effective (check appropriate box):
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¨
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when declared effective pursuant to section 8(c).
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If appropriate, check the following box:
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¨
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This post-effective amendment designates a new effective date for a previously filed registration statement.
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x
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This form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933 and the Securities Act registration
statement number of the earlier registration statement for the same offering is 333-177550.
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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 number of the earlier effective registration statement for the same offering.
x
(File No. 333-183024)
CALCULATION
OF REGISTRATION FEE UNDER THE SECURITIES ACT OF 1933
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Title of Securities
Being Registered
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Amount
Being
Registered(1)(2)(3)
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Proposed
Maximum
Offering Price
Per Unit
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Proposed
Maximum
Aggregate
Offering Price(2)
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Amount of
Registration Fee
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Common Stock, $0.001 par value per share (3)
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$28,735,000
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$3,294 (4)
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(1)
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The Registrant previously registered common stock and preferred stock with an aggregate offering price not to exceed $500,000,000 on a Registration Statement on Form
N-2 filed with the U.S. Securities and Exchange Commission (File Nos. 333-177550 and 811-21593) as amended, and declared effective on February 16, 2012. In accordance with Rule 462(b) promulgated under the Securities Act of 1933, as
amended, an additional indeterminate number of shares of the Registrants common stock which shall have an aggregate offering price not to exceed $28,735,000 is hereby being registered hereunder. The proposed maximum offering price will be
determined, from time to time, by the Registrant in connection with the issuance by the Registrant of the shares of common stock registered hereunder.
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(2)
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Estimated pursuant to Rule 457(o) under the Securities Act of 1933, as amended, solely for the purpose of determining the registration fee. Represents the registration
fee only for the additional amount of securities of the Registrant being registered hereby. The Registrant previously registered securities pursuant to a Registration Statement on Form N-2 (File Nos. 333-177550 and 811-21593), as amended, for which
a fee of $57,300 was paid.
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(3)
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Includes shares of common stock that the underwriters have the option to purchase solely to cover over-allotments, if any.
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This post-effective
amendment shall become effective immediately upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) of the Securities Act of 1933, as amended.
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the registration statement (File Nos. 333-183024 and 811-21593) filed pursuant to Rule 462(b)
under the Securities Act of 1933, as amended (the Registration Statement) is being filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended, solely for the purpose of filing exhibits to the Registration Statement. In
particular, Exhibit (l) to this Post-Effective Amendment No. 1 amends and restates Exhibit (l) to the Registration Statement. Accordingly, this Post-Effective Amendment No. 1 consists only of a facing page, this explanatory note, the signatures
page, the exhibit index and Exhibit (l) attached to and filed herewith. Pursuant to Rule 462(d) under the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and
Exchange Commission. The contents of the Registration Statement are hereby incorporated by reference.
The Registration
Statement was filed to register an additional $28,735,000 worth of shares of common stock, $0.001 par value per share, of Kayne Anderson MLP Investment Company, a corporation organized under the laws of the State of Maryland (the
Registrant), pursuant to Rule 462(b) under the Securities Act of 1933, as amended. In accordance with Rule 462(b), the Registration Statement incorporates by reference the contents of our registration statement on Form N-2, as
amended (File Nos. 333-177550 and 811-21593) which was declared effective on February 16, 2012, including all amendments, supplements and exhibits thereto and all information incorporated by reference therein, other than the exhibits
included herein.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, and the Investment Company Act of 1940, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, and the State of Texas, on the 3rd day of August, 2012.
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KAYNE ANDERSON MLP INVESTMENT COMPANY
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By:
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/s/ KEVIN S. MCCARTHY
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Kevin S. McCarthy
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Chief Executive Officer and President
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective
Amendment No. 1 to the 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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/s/ KEVIN S. MCCARTHY
Kevin S. McCarthy
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Chairman of the Board, Chief Executive Officer
and President
(Principal Executive Officer)
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August 3, 2012
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/s/ TERRY A. HART
Terry A. Hart
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Chief Financial Officer and Treasurer
(Principal Executive Officer)
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August 3, 2012
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/s/ ANNE K. COSTIN*
Anne K. Costin
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Director
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August 3, 2012
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/s/ STEVEN C. GOOD*
Steven C. Good
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Director
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August 3, 2012
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/s/ GERALD I. ISENBERG*
Gerald I. Isenberg
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Director
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August 3, 2012
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/s/ WILLIAM H. SHEA*
William I. Shea
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Director
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August 3, 2012
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* By
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/s/ DAVID A. HEARTH
David A. Hearth
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Attorney-in-Fact (Pursuant to Powers of Attorney previously filed and referenced in the Exhibit Index)
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August 3, 2012
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3
INDEX TO EXHIBITS
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Exhibit
Number
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Description of Document
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(l)
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Opinion of Venable LLP dated August 3, 2012 with respect to the legality of the shares of Common Stock being registered is filed herewith.
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(n)(1)
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Consent of Venable LLP (included in Exhibit (l))
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(n)(2)
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Consent of PricewaterhouseCoopers, the Registrants Independent Accounting Firm was previously filed as Exhibit (n)(2) to the Registrants Registration Statement filed
pursuant to Rule 462(b) of the Securities Act of 1933, as amended, (File No. 333-183024 and 811-21593) filed on August 2, 2012 and is incorporated herein by reference.
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(s)
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Powers of attorney authorizing David A. Hearth to execute this registration statement, and any amendments thereto, for the named officers and directors of the Registrant on whose
behalf this registration statement is filed have been executed and were previously filed as Exhibit (s) to Pre-Effective Amendment No. 2 to the Registrants Registration Statement on Form N-2 (File No. 333-177550 and
811-21593) filed on February 9, 2012 and are incorporated herein by this reference.
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