NSLPQ New Source Energy Partners LP (CE)

As filed with the Securities and Exchange Commission on June 29, 2015

Registration No. -            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

NEW SOURCE ENERGY PARTNERS L.P.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware		38-3888132
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

914 North Broadway, Suite 230

Oklahoma City, Oklahoma 73102

(405) 272-3028

(Address of Principal Executive Offices, Including Zip Code)

 

 

NEW SOURCE ENERGY PARTNERS L.P. FAIR MARKET VALUE PURCHASE PLAN

(Full Title of the Plan)

Kristian B. Kos

Chief Executive Officer and Chairman

New Source Energy GP, LLC

914 North Broadway, Suite 230

Oklahoma City, Oklahoma 73102

(405) 272-3028

(Name, Address and Telephone Number of Agent For Service)

 

 

 

Large accelerated filer		¨		Accelerated filer		x
Non-accelerated filer		¨ (Do not check if a smaller reporting company)		Smaller reporting company		¨

 

 

 

Title of securities to be registered		Amount to be Registered (1)		Proposed maximum offering price per unit (2)		Proposed maximum aggregate offering price		Amount of registration fee
Common units representing limited partner interests (“Common Units”)		1,500,000		$3.85		$5,775,000		$671.06

(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, this registration statement also covers additional Common Units issuable under the New Source Energy Partners L.P. Fair Market Value Purchase Plan that become issuable under the plan by reason of any unit dividend, unit split, recapitalization or any other similar transactions effected without the receipt of consideration that results in an increase in the number of outstanding Common Units.

(2)

Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) and Rule 457(c) under the Securities Act of 1933. The price per unit and aggregate offering prices for the units registered hereby are calculated on the basis of $3.85, which is the average of the high and low sales prices of the Common Units on the New York Stock Exchange on June 29, 2015.

 

 

 

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REGISTRATION OF ADDITIONAL SECURITIES

This Registration Statement is being filed to register an additional 1,500,000 Common Units of the same class of securities for which the Registrant previously filed a registration statement on Form S-8 under the Securities Act relating to the Fair Market Value Purchase Plan. Accordingly, the contents of the Registrant’s prior registration statement on Form S-8 (File Number 333-197425), as filed with the Securities and Exchange Commission (the “Commission”) on July 15, 2014, are hereby incorporated by reference into this Registration Statement pursuant to General Instruction E to Form S-8.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 6.

Indemnification of Directors and Officers.

Under the terms and conditions of the Second Amended and Restated Agreement of Limited Partnership of New Source Energy Partners L.P. (the “Partnership Agreement”), the Registrant will indemnify, in most circumstances and to the fullest extent permitted by law, from and against all losses, claims, damages, or similar events, any person who is or was a director, officer, fiduciary, trustee, general partner, manager or managing member of the Registrant or any of the Registrant’s subsidiaries, the Registrant’s general partner or any departing general partner or any of their affiliates. Any indemnification under the applicable provisions of the Partnership Agreement will only be out of the Registrant’s assets. Unless the Registrant’s general partner otherwise agrees, it will not be personally liable for, or have any obligation to contribute or lend funds or assets to the Registrant to enable it to effectuate such an indemnification. The Registrant may purchase insurance against liabilities asserted against and expenses incurred by persons for its activities, regardless of whether the Registrant would have the power to indemnify the person against liabilities under the Partnership Agreement.

Subject to any terms, conditions or restrictions set forth in the Partnership Agreement, Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership such as the Registrant to indemnify and hold harmless any partner or other person from and against all claims and demands whatsoever.

The Registrant and its general partner, New Source Energy GP, LLC, a Delaware limited liability company, have entered into indemnification agreements with its directors, which generally indemnify the members of the general partner’s board of directors to the fullest extent permitted by law. New Source Energy GP, LLC also maintains director and officer liability insurance for the benefit of its directors and officers.

Reference is made to Item 9 for the Registrant’s undertakings with respect to indemnification for liabilities arising under the Securities Act.

 

Item 8.

Exhibits.

Unless otherwise indicated below as being incorporated by reference to another filing of the Partnership with the Commission, each of the following exhibits is filed herewith:

 

Exhibit Number		Description
4.1		Certificate of Limited Partnership of New Source Energy Partners L.P. (incorporated by reference to Exhibit 3.1 of the Partnership’s Registration Statement on Form S-1 (File No. 333-185754) filed on January 11, 2013).
4.2		Second Amended and Restated Agreement of Limited Partnership of New Source Energy Partners L.P. (incorporated by reference to Exhibit 3.1 of the Partnership’s Current Report on Form 8-K (File No. 001-35809) filed on May 14, 2015).
5.1*		Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.
10.1		New Source Energy Partners L.P. Fair Market Value Purchase Plan (incorporated by reference to Exhibit 10.2 of the Partnership’s Current Report on Form 8-K (File No. 001-35809) filed on July 1, 2014).
23.1*		Consent of BDO USA, LLP.
23.2*		Consent of Ralph E. Davis Associates, Inc.
23.3*		Consent of Grant Thornton LLP, independent certified public accountants for Erick Flowback Services, LLC.
23.4*		Consent of Grant Thornton LLP, independent certified public accountants for Rod’s Production Services, L.L.C.
23.5*		Consent of Briggs & Veselka Co., independent auditors for Rod’s Production Services, L.L.C. and Erick Flowback Services, LLC.
23.6*		Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
24.1*		Power of Attorney (contained on signature page).

 

*	filed herewith

 

2

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Oklahoma City, State of Oklahoma on June 29, 2015.

 

 

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Kristian B. Kos, as his true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including pre-and post-effective amendments) to this Registration Statement and any additional registration statement pursuant to Rule 462(b) under the Securities Act, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or their or his substitute or substitutes may lawfully do or cause to be done by virtue hereof.

 

3

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Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on June 29, 2015.

 

Name		Title		Date
/s/ Kristian B. Kos Kristian B. Kos		Chairman of the Board and Chief Executive Officer (Principal Executive Officer)		June 29, 2015
/s/ Richard D. Finley Richard D. Finley		Chief Financial Officer and Treasurer (Principal Financial Officer)		June 29, 2015
/s/ Dikran Tourian Dikran Tourian		President, Chief Operating Officer and Director		June 29, 2015
/s/ Amber N. Bonney Amber N. Bonney		Vice President Accounting and Principal Accounting Officer		June 29, 2015
/s/ Terry L. Toole Terry L. Toole		Director		June 29, 2015
/s/ V. Bruce Thompson V. Bruce Thompson		Director		June 29, 2015
/s/ John A. Raber John A. Raber		Director		June 29, 2015
/s/ Charles Lee Reynolds III Charles Lee Reynolds III		Director		June 29, 2015

 

4

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INDEX TO EXHIBITS

 

Exhibit Number		Description
4.1		Certificate of Limited Partnership of New Source Energy Partners L.P. (incorporated by reference to Exhibit 3.1 of the Partnership’s Registration Statement on Form S-1 (File No. 333-185754) filed on January 11, 2013).
4.2		Second Amended and Restated Agreement of Limited Partnership of New Source Energy Partners L.P. (incorporated by reference to Exhibit 3.1 of the Partnership’s Current Report on Form 8-K (File No. 001-35809) filed on May 14, 2015).
5.1*		Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered.
10.1		New Source Energy Partners L.P. Fair Market Value Purchase Plan (incorporated by reference to Exhibit 10.2 of the Partnership’s Current Report on Form 8-K (File No. 001-35809) filed on July 1, 2014).
23.1*		Consent of BDO USA, LLP.
23.2*		Consent of Ralph E. Davis Associates, Inc.
23.3*		Consent of Grant Thornton LLP, independent certified public accountants for Erick Flowback Services, LLC.
23.4*		Consent of Grant Thornton LLP, independent certified public accountants for Rod’s Production Services, L.L.C.
23.5*		Consent of Briggs & Veselka Co., independent auditors for Rod’s Production Services, L.L.C. and Erick Flowback Services, LLC.
23.6*		Consent of Vinson & Elkins L.L.P. (included in Exhibit 5.1).
24.1*		Power of Attorney (contained on signature page).

 

*	filed herewith

 

5

Tel 713.758.2222 Fax 713.758.2346

Exhibit 5.1

June 29, 2015

New Source Energy Partners L.P.

914 North Broadway, Suite 230

Oklahoma City, Oklahoma 73102

Ladies and Gentlemen:

We have acted as counsel to New Source Energy Partners L.P., a Delaware limited partnership (the “Partnership”), in connection with the Partnership’s registration under the Securities Act of 1933, as amended (the “Act”), of the offer and sale of up to an additional 1,500,000 common units representing limited partnership interests in the Partnership (the “Units”), pursuant to the Partnership’s registration statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission on June 29, 2015, which Units may be issued from time to time in accordance with the terms of the New Source Energy Partners L.P. Fair Market Value Purchase Plan (as amended from time to time, the “Plan”).

In reaching the opinions set forth herein, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of such documents and records of the Partnership and such statutes, regulations and other instruments as we deemed necessary or advisable for purposes of this opinion, including (i) the Registration Statement, (ii) certain resolutions adopted by the board of directors of the general partner of the Partnership, (iii) the Plan, and (iv) such other certificates, instruments, and documents as we have considered necessary for purposes of this opinion letter. As to any facts material to our opinions, we have made no independent investigation or verification of such facts and have relied, to the extent that we deem such reliance proper, upon representations of public officials and officers or other representatives of the Partnership.

We have assumed (i) the legal capacity of all natural persons, (ii) the genuineness of all signatures, (iii) the authority of all persons signing all documents submitted to us on behalf of the parties to such documents, (iv) the authenticity of all documents submitted to us as originals, (v) the conformity to authentic original documents of all documents submitted to us as copies, (vi) that all information contained in all documents reviewed by us is true, correct and complete and (vii) that the Units will be issued in accordance with the terms of the Plan.

Based on the foregoing and subject to the limitations set forth herein, and having due regard for the legal considerations we deem relevant, we are of the opinion that the Units have been duly authorized and, when the Units are issued by the Partnership in accordance with the terms of the Plan and the instruments executed pursuant to the Plan, as applicable, the Units will be duly authorized, validly issued, fully paid (to the extent required by the Partnership’s partnership agreement) and non-assessable, except as such nonassessability may be limited by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act or within the Partnership’s partnership agreement.

The foregoing opinion is limited in all respects to the Delaware Revised Uniform Limited Partnership Act. We express no opinion as to any other law or any matter other than as expressly set forth above, and no opinion on any other matter may be inferred or implied herefrom. The opinions expressed herein are rendered as of the date hereof and we expressly disclaim any obligation to update this letter or advise you of any change in any matter after the date hereof.

 

 

Vinson & Elkins LLP Attorneys at Law Abu Dhabi Austin Beijing Dallas Dubai Hong Kong Houston London Moscow New York Palo Alto Riyadh San Francisco Tokyo Washington				1001 Fannin Street, Suite 2500             Houston, TX 77002-6760 United States of America             Tel +1.713.758.2222 Fax +1.713.758.2346  www.velaw.com

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June 29, 2015 Page 2

 

This opinion letter may be filed as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required under Section 7 of the Act.

 

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

New Source Energy Partners, L.P.

Oklahoma City, Oklahoma

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 of New Source Energy Partners L.P. of our report dated March 19, 2015, relating to the consolidated financial statements of New Source Energy Partners, L.P., appearing in the New Source Energy Partners L.P.’s Annual Report on Form 10-K for the year ended December 31, 2014.

 

/s/ BDO USA, LLP

Austin, Texas

June 29, 2015

 

Exhibit 23.2

CONSENT OF INDEPENDENT PETROLEUM ENGINEERS

Board of Directors

New Source Energy Partners L.P.

Oklahoma City, Oklahoma

As independent petroleum engineers, we hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of New Source Energy Partners L.P., to be filed with the United States Securities and Exchange Commission on or about June 26, 2015, of our estimates of reserves contained in our report entitled “New Source Energy Partners, LP; Estimated Reserves and Future Net Revenue as of December 31, 2014.”

Yours truly,

 

RALPH E. DAVIS ASSOCIATES LLC
By:		/s/ Allen C. Barron
		Allen C. Barron, P.E. President

Houston, Texas

June 26, 2015

Exhibit 23.3

Consent of Independent Certified Public Accountants

We have issued our report dated April 30, 2014, with respect to the audited consolidated financial statements of Erick Flowback Services, LLC as of and for the years ended December 31, 2013 and 2012, included in the Current Report of New Source Energy Partners L.P. on Form 8-K/A dated August 14, 2014, which is incorporated by reference in this Registration Statement on Form S-8. We consent to the incorporation by reference of the aforementioned report in this Registration Statement of New Source Energy Partners L.P. on Form S-8.

/s/ Grant Thornton LLP

Oklahoma City, Oklahoma

June 29, 2015

Exhibit 23.4

Consent of Independent Certified Public Accountants

We have issued our report dated June 5, 2014, with respect to the audited financial statements of Rod’s Production Services, LLC as of and for the year ended December 31, 2013, included in the Current Report of New Source Energy Partners L.P. on Form 8-K/A dated August 14, 2014. We consent to the incorporation by reference of the aforementioned report in this Registration Statement of New Source Energy Partners L.P. on Form S-8.

/s/ Grant Thornton LLP

Oklahoma City, Oklahoma

June 29, 2015

Exhibit 23.5

Consent of Independent Registered Public Accounting Firm

New Source Energy Partners L.P.

Oklahoma City, Oklahoma

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 of New Source Energy Partners L.P. of the following:

 

•

our report dated June 4, 2014, relating to the financial statements of Rod’s Production Services, LLC for the years ended December 31, 2012 and 2011; and

 

•

our report dated May 24, 2012, relating to the financial statements of Erick Flowback Services, LLC for the year ended December 31, 2011.

/s/ Briggs & Veselka Co.

Houston, Texas

June 29, 2015