0001193125-20-329747.txt : 20201230 0001193125-20-329747.hdr.sgml : 20201230 20201230150528 ACCESSION NUMBER: 0001193125-20-329747 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20201230 DATE AS OF CHANGE: 20201230 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Approach Resources Inc CENTRAL INDEX KEY: 0001405073 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 510424817 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-195880 FILM NUMBER: 201425605 BUSINESS ADDRESS: STREET 1: ONE RIDGMAR CENTRE STREET 2: 6500 WEST FREEWAY, SUITE 800 CITY: FORT WORTH STATE: TX ZIP: 76116 BUSINESS PHONE: 8179899000 MAIL ADDRESS: STREET 1: ONE RIDGMAR CENTRE STREET 2: 6500 WEST FREEWAY, SUITE 800 CITY: FORT WORTH STATE: TX ZIP: 76116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Approach Services, LLC CENTRAL INDEX KEY: 0001481186 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-195880-01 FILM NUMBER: 201425603 BUSINESS ADDRESS: STREET 1: 6500 WEST FREEWAY STREET 2: SUITE 800 CITY: FORT WORTH STATE: TX ZIP: 76116 BUSINESS PHONE: (817) 989-9000 MAIL ADDRESS: STREET 1: 6500 WEST FREEWAY STREET 2: SUITE 800 CITY: FORT WORTH STATE: TX ZIP: 76116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Approach Delaware, LLC CENTRAL INDEX KEY: 0001481185 IRS NUMBER: 200507483 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-195880-02 FILM NUMBER: 201425602 BUSINESS ADDRESS: STREET 1: 6500 WEST FREEWAY STREET 2: SUITE 800 CITY: FORT WORTH STATE: TX ZIP: 76116 BUSINESS PHONE: (817) 989-9000 MAIL ADDRESS: STREET 1: 6500 WEST FREEWAY STREET 2: SUITE 800 CITY: FORT WORTH STATE: TX ZIP: 76116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Approach Midstream Holdings LLC CENTRAL INDEX KEY: 0001576687 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-195880-03 FILM NUMBER: 201425604 BUSINESS ADDRESS: STREET 1: ONE RIDGMAR CENTRE STREET 2: 6500 WEST FREEWAY, SUITE 800 CITY: FORT WORTH STATE: TX ZIP: 76116 BUSINESS PHONE: 817-989-9000 MAIL ADDRESS: STREET 1: ONE RIDGMAR CENTRE STREET 2: 6500 WEST FREEWAY, SUITE 800 CITY: FORT WORTH STATE: TX ZIP: 76116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Approach Operating, LLC CENTRAL INDEX KEY: 0001481184 IRS NUMBER: 542131981 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-195880-04 FILM NUMBER: 201425601 BUSINESS ADDRESS: STREET 1: 6500 WEST FREEWAY STREET 2: SUITE 800 CITY: FORT WORTH STATE: TX ZIP: 76116 BUSINESS PHONE: (817) 989-9000 MAIL ADDRESS: STREET 1: 6500 WEST FREEWAY STREET 2: SUITE 800 CITY: FORT WORTH STATE: TX ZIP: 76116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Approach Oil & Gas Inc. CENTRAL INDEX KEY: 0001481182 IRS NUMBER: 201997957 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-195880-05 FILM NUMBER: 201425600 BUSINESS ADDRESS: STREET 1: 6500 WEST FREEWAY STREET 2: SUITE 800 CITY: FORT WORTH STATE: TX ZIP: 76116 BUSINESS PHONE: (817) 989-9000 MAIL ADDRESS: STREET 1: 6500 WEST FREEWAY STREET 2: SUITE 800 CITY: FORT WORTH STATE: TX ZIP: 76116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Approach Resources I, LP CENTRAL INDEX KEY: 0001481181 IRS NUMBER: 200415316 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-195880-06 FILM NUMBER: 201425599 BUSINESS ADDRESS: STREET 1: 6500 WEST FREEWAY STREET 2: SUITE 800 CITY: FORT WORTH STATE: TX ZIP: 76116 BUSINESS PHONE: (817) 989-9000 MAIL ADDRESS: STREET 1: 6500 WEST FREEWAY STREET 2: SUITE 800 CITY: FORT WORTH STATE: TX ZIP: 76116 POS AM 1 d100050dposam.htm POS AM POS AM

As filed with the Securities and Exchange Commission on December 30, 2020

Registration No. 333-195880

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Post-Effective Amendment No. 4

to

FORM S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

APPROACH RESOURCES INC.*

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   51-0424817

(State or other jurisdiction of

incorporation or organization)

  

(I.R.S. employer

identification number)

 

One Ridgmar Centre

6500 West Freeway, Suite 900

Fort Worth, Texas 76116

(817) 989-9000

(Address, including zip code, and telephone number,

including area code, of registrant’s principal executive offices)

  

Joshua E. Dazey

Executive Vice President – Legal

Approach Resources Inc.

One Ridgmar Centre

6500 West Freeway, Suite 900

Fort Worth, Texas 76116

(817) 989-9000

(Name, address, including zip code, and

telephone number, including area code, of agent for service)

 

 

Copy to:

Jessica W. Hammons

Thompson & Knight LLP

One Arts Plaza

1722 Routh Street, Suite 1500

Dallas, Texas 75201-2533

(214) 969-1700

 

 

Approximate date of commencement of proposed sale to the public:

Not Applicable

 

 

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ☐

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, other than securities offered only in connection with dividend or interest reinvestment plans, 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, please 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(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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  ☐

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☐    Accelerated filer   ☐
Non-accelerated filer   ☒    Smaller reporting company   ☒
     Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act.  ☐

 

 

 

*ADDITIONAL SUBSIDIARY GUARANTOR REGISTRANTS

Each of the following subsidiaries and each other subsidiary of Approach Resources Inc. that becomes a guarantor of certain of the securities registered hereby, is hereby deemed to be a registrant.

 

Exact Name as Specified in their Charters

   

Jurisdiction of Incorporation
or Organization

   

I.R.S. Employer
Identification Number

Approach Resources I, LP

    Texas    20-0415316

Approach Oil & Gas Inc.

    Delaware    20-1997957

Approach Operating, LLC

    Delaware    54-2131981

Approach Delaware, LLC

    Delaware    20-0507483

Approach Services, LLC

    Delaware    45-4733806

Approach Midstream Holdings LLC

    Delaware    45-5634122

DEREGISTRATION OF SECURITIES

This Post-Effective Amendment No. 4 (this “Post-Effective Amendment No. 4”) relates to the following Registration Statement on Form S-3 (as amended, the “Registration Statement”) filed by Approach Resources Inc. (the “Company”) and the additional subsidiary guarantor registrants identified above (collectively, the “Registrants”) with the Securities and Exchange Commission (the “SEC”):

 

  1.

Registration Statement on Form S-3 (File No. 333-195880), filed with the SEC on May 12, 2014, as amended by Post-Effective Amendment No. 1 filed with the SEC on February 26, 2015, as amended by Post-Effective Amendment No. 2 filed with the SEC on March 6, 2015, and as amended by Post-Effective Amendment No. 3 filed with the SEC on May 1, 2015, pertaining to the registration of up to a proposed maximum aggregate offering amount of $500,000,000 of (a) the Company’s common stock, par value $0.01 per share; (b) preferred stock, par value $0.01 per share; (c) depositary shares, each of which represents a fraction of a share of a particular series of preferred stock; (d) warrants for the purchase of common stock; (e) rights to purchase common stock, preferred stock or other securities that are registered under the Registration Statement; and (f) debt securities, which may be fully, irrevocably and unconditionally guaranteed on an unsecured basis by the subsidiaries of the Company named as co-registrants.

On November 18, 2019, the Company and all of its subsidiaries filed voluntary petitions seeking relief under chapter 11 (“Chapter 11”) of Title 11 of the U.S. Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Court”) under the caption In re Approach Resources Inc., et al., Case No. 19-36444 (Bankr. S.D. Tex.) (the “Chapter 11 Cases”). On September 14, 2020, the Court entered an Order Approving (a) The Sale of Substantially All of the Debtors’ Assets Free and Clear of All Liens, Claims, Encumbrances and Interests; and (b) The Assumption and Assignment of Certain Contracts and Unexpired Leases [Dkt. No. 605], pursuant to which the Court approved the sale of substantially all of the Company’s assets to Zarvona III-A, L.P. pursuant to that certain Asset Purchase Agreement (the “Asset Purchase Agreement”) dated as of September 3, 2020. The transactions contemplated by the Asset Purchase Agreement closed September 30, 2020. On October 30, 2020, the Company filed the Joint Plan of Liquidation of Approach Resources Inc. and Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code [Dkt. No. 643], and subsequently filed the First Amended Joint Plan of Liquidation of Approach Resources Inc. and Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code [Dkt. No. 661] on November 9, 2020 and the Second Amended Plan of Liquidation of Approach Resources Inc. and Its Debtor Affiliates Under Chapter 11 of the Bankruptcy Code [Dkt. No. 670] (the “Plan”) on November 12, 2020. On December 16, 2020, the Court entered an order (the “Confirmation Order”), pursuant to which the Court approved and confirmed the Plan, as amended by the Confirmation Order as applicable.

In connection with the Chapter 11 Cases, the Registrants have terminated any and all offerings pursuant to the Registration Statement. In accordance with the undertaking made by the Registrants in the Registration Statement to remove from registration, by means of this Post-Effective Amendment No. 4, any of the securities that had been registered which remain unsold at the termination of the offering, the Registrants hereby remove from registration all of such securities registered under the Registration Statement which remain unsold under the Registration Statement as of the date hereof. The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of such securities registered under the Registration Statement which remain unsold as of the date hereof, and the Registrants hereby terminate the effectiveness of such Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on December 30, 2020.

 

APPROACH RESOURCES INC.

By:        

  

/s/ Sergei Krylov

  Sergei Krylov
  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated below.

 

Signature

   

Title

  

Date

/s/ Sergei Krylov

   

President and Chief Executive Officer

(Principal Executive Officer)

  

December 30, 2020

Sergei Krylov     

/s/ Ian Shaw

   

Executive Vice President – Finance and Accounting

(Principal Financial and Accounting Officer)

  

December 30, 2020

Ian Shaw     

/s/ James C. Crain

James C. Crain

   

Director and Chairman of the Board

  

December 30, 2020

/s/ Vean J. Gregg III

Vean J. Gregg III

   

Lead Independent Director

  

December 30, 2020

/s/ Alan D. Bell

Alan D. Bell

   

Director

  

December 30, 2020

/s/ Matthew R. Kahn

Matthew R. Kahn

   

Director

  

December 30, 2020

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on December 30, 2020.

 

APPROACH RESOURCES I, LP

By:        

   Approach Operating, LLC,
  its sole general partner

By:        

  

/s/ Sergei Krylov

  Sergei Krylov
  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated below.

 

Signature

   

Title

  

Date

/s/ Sergei Krylov

   

President and Chief Executive Officer*

(Principal Executive Officer)

  

December 30, 2020

Sergei Krylov     

/s/ Ian Shaw

   

Executive Vice President – Finance and Accounting

(Principal Financial and Accounting Officer)**

  

December 30, 2020

Ian Shaw     

 

*

Sergei Krylov serves as the President and Chief Executive Officer of Approach Operating, LLC, which is the sole general partner of Approach Resources I, LP.

**

Ian Shaw serves as the Executive Vice President – Finance and Accounting of Approach Operating, LLC, which is the sole general partner of Approach Resources I, LP.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on December 30, 2020.

 

APPROACH OIL & GAS INC.

By:        

  

/s/ Sergei Krylov

  Sergei Krylov
  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated below.

 

Signature

   

Title

  

Date

/s/ Sergei Krylov

   

President, Chief Executive Officer and Director

(Principal Executive Officer)

  

December 30, 2020

Sergei Krylov     

/s/ Ian Shaw

   

Executive Vice President – Finance and Accounting

(Principal Financial and Accounting Officer)

  

December 30, 2020

Ian Shaw     

/s/ Troy Hoefer

Troy Hoefer

   

Director

  

December 30, 2020

/s/ Josh Dazey

Josh Dazey

   

Director

  

December 30, 2020

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, each Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on December 30, 2020.

 

APPROACH OPERATING, LLC
APPROACH DELAWARE, LLC
APPROACH SERVICES, LLC
APPROACH MIDSTREAM HOLDINGS LLC

By:        

  

/s/ Sergei Krylov

  Sergei Krylov
  President and Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed below by the following persons in the capacities and on the date indicated below.

 

Signature

   

Title

  

Date

/s/ Sergei Krylov

   

President and Chief Executive Officer*

(Principal Executive Officer)

  

December 30, 2020

Sergei Krylov     

/s/ Ian Shaw

   

Executive Vice President – Finance and Accounting

(Principal Financial and Accounting Officer)**

  

December 30, 2020

Ian Shaw     

 

*

Sergei Krylov serves as the President and Chief Executive Officer of Approach Operating, LLC, Approach Delaware, LLC, Approach Services, LLC and Approach Midstream Holdings LLC.

**

Ian Shaw serves as the Executive Vice President – Finance and Accounting of Approach Operating, LLC, Approach Delaware, LLC, Approach Services, LLC and Approach Midstream Holdings LLC.