0001209191-14-059653.txt : 20140924 0001209191-14-059653.hdr.sgml : 20140924 20140924180804 ACCESSION NUMBER: 0001209191-14-059653 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140924 FILED AS OF DATE: 20140924 DATE AS OF CHANGE: 20140924 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CONE Midstream Partners LP CENTRAL INDEX KEY: 0001610418 STANDARD INDUSTRIAL CLASSIFICATION: NATURAL GAS TRANSMISSION [4922] IRS NUMBER: 471054194 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 CONSOL ENERGY DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: 724-485-4000 MAIL ADDRESS: STREET 1: 1000 CONSOL ENERGY DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: NOBLE ENERGY INC CENTRAL INDEX KEY: 0000072207 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36635 FILM NUMBER: 141119187 BUSINESS ADDRESS: STREET 1: 1001 NOBLE ENERGY WAY CITY: HOUSTON STATE: TX ZIP: 77070 BUSINESS PHONE: 2818723100 MAIL ADDRESS: STREET 1: 1001 NOBLE ENERGY WAY CITY: HOUSTON STATE: TX ZIP: 77070 FORMER NAME: FORMER CONFORMED NAME: NOBLE AFFILIATES INC DATE OF NAME CHANGE: 20020426 FORMER NAME: FORMER CONFORMED NAME: NOBLE AFFILIATES INC DATE OF NAME CHANGE: 19920703 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CONSOL Energy Inc CENTRAL INDEX KEY: 0001070412 STANDARD INDUSTRIAL CLASSIFICATION: BITUMINOUS COAL & LIGNITE SURFACE MINING [1221] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36635 FILM NUMBER: 141119188 BUSINESS ADDRESS: STREET 1: CNX CENTER STREET 2: 1000 CONSOL ENERGY DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: 724-485-4000 MAIL ADDRESS: STREET 1: CNX CENTER STREET 2: 1000 CONSOL ENERGY DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 FORMER NAME: FORMER CONFORMED NAME: CONSOL ENERGY INC DATE OF NAME CHANGE: 19980915 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CONE GATHERING LLC CENTRAL INDEX KEY: 0001619650 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36635 FILM NUMBER: 141119189 BUSINESS ADDRESS: STREET 1: C/O CONE MIDSTREAM PARTNERS LP STREET 2: 1000 CONSOL ENERGY DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 BUSINESS PHONE: (724) 485-4000 MAIL ADDRESS: STREET 1: C/O CONE MIDSTREAM PARTNERS LP STREET 2: 1000 CONSOL ENERGY DRIVE CITY: CANONSBURG STATE: PA ZIP: 15317 3 1 doc3.xml FORM 3 SUBMISSION X0206 3 2014-09-24 0 0001610418 CONE Midstream Partners LP CNNX 0001619650 CONE GATHERING LLC 1000 CONSOL ENERGY DRIVE CANONSBURG PA 15317 1 0 1 0 0001070412 CONSOL Energy Inc 1000 CONSOL ENERGY DRIVE CANONSBURG PA 15317 1 0 1 0 0000072207 NOBLE ENERGY INC 1001 NOBLE ENERGY WAY HOUSTON TX 77070 1 0 1 0 COMMON UNITS (LIMITED PARTNER INTERESTS) 0 D SUBORDINATED UNITS (LIMITED PARTNER INTERESTS) 0.00 COMMON UNITS D This Form 3 is filed jointly by (1) CONE Gathering LLC, a Delaware limited liability company ("CONE") and owner of all the membership interests of CONE Midstream GP LLC, a Delaware limited liability company and the general partner of the Issuer ("General Partner"), (2) CONSOL Energy Inc., a Delaware corporation and a 50% owner of CONE ("CONSOL") and (3) Noble Energy, Inc., a Delaware corporation and a 50% owner of CONE ("Noble"), in connection with the effectiveness of the Issuer's Registration Statement on Form S-1 (Registration No. 333 198352) (the "Registration Statement"). CONSOL and Noble own 50% membership interests of CONE and are deemed to indirectly beneficially own the securities held by CONE, but disclaim beneficial ownership except to the extent of their respective 50% pecuniary interests therein. As of the effectiveness of the Registration Statement, CONE owns a 98% limited partner interest in the Issuer and the general partner owns the 2% general partner interest in the Issuer. As described in Registration Statement, as of the closing of the Issuer's initial public offering (the "IPO"), CONE will hold 11,663,121 common units, representing approximately 40% of the outstanding common units of the Issuer, and 29,163,121 subordinated units, representing 100% of the outstanding subordinated units of the Issuer, for an approximate combined percentage of 70% of the aggregate outstanding common units and subordinated units of the Issuer (assuming the underwriters do not exercise their option to purchase additional common units). CONSOL and Noble accordingly each will be deemed to indirectly beneficially own 5,831,560 common units (approximately 20% of the outstanding common units) and 14,581,560 subordinated units (50% of the outstanding subordinated units). CONTINUED IN FOOTNOTE 4. CONTINUED FROM FOOTNOTE 3. If the underwriters exercise in full their option, CONE will hold 9,038,120 common units and 29,163,121 subordinated units, and CONSOL and Noble accordingly will each be deemed to indirectly beneficially own 4,519,060 and 14,581,560 subordinated units in this event. Each subordinated unit will convert into one common unit at the end of the subordination period, as described in the Registration Statement. /s/ Joseph M. Fink, President of CONE Gathering LLC 2014-09-24 /s/ David M. Khani, EVP and CFO of CONSOL Energy Inc. 2014-09-24 /s/ Kenneth M. Fisher, EVP and CFO of Noble Energy, Inc. 2014-09-24