As filed with the Securities and Exchange Commission on April 27, 2015
Registration No. 333-203451
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Marlin Midstream Partners, LP*
Marlin Midstream Finance Corporation
(Exact Name of Registrant as specified in its charter)
| Delaware | 4922 | 46-2627595 | ||
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(IRS Employer Identification Number) |
12377 Merit Drive, Suite 300
Dallas, Texas 75251
(972) 674-5200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Eric T. Kalamaras
12377 Merit Drive, Suite 300
Dallas, Texas 75251
(972) 674-5200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
with a copy to:
Douglas E. McWilliams
Vinson & Elkins L.L.P.
1001 Fannin Street, Suite 2500
Houston, Texas 77002
(713) 758-2222
Approximate date of commencement of proposed sale to the public: From time to time after this Registration Statement becomes effective.
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. x
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, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:
| Large accelerated filer | ¨ | Accelerated filer | x | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment that specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
TABLE OF ADDITIONAL REGISTRANT GUARANTORS
The following are additional registrants that may guarantee the debt securities registered hereby:
| Exact Name of Registrant Guarantor(1) |
State of Other Jurisdiction of Incorporation or Organization |
IRS Employer Identification Number |
||||
| Marlin Midstream, LLC |
Texas | 20-0262587 | ||||
| Marlin Logistics, LLC |
Texas | 27-3368460 | ||||
| Turkey Creek Pipeline, LLC |
Texas | 30-0331161 | ||||
| Marlin G&P I, LLC |
Texas | 20-2136073 | ||||
| Murvaul Gas Gathering, LLC |
Texas | 20-2020826 | ||||
| Talco Midstream Assets, Ltd. |
Texas | 75-2957004 | ||||
| Azure Holdings GP, LLC |
Delaware | 35-2530537 | ||||
| Azure TGG, LLC |
Delaware | 35-2526233 | ||||
| (1) | The address for the additional registrant guarantors is 12377 Merit Drive, Suite 300, Dallas, Texas 75251, and the telephone number for the registrant guarantors is (972) 674-5200. The Primary Industrial Classification Code for the registrant guarantors is 4922. |
EXPLANATORY NOTE
This Amendment No. 1 (“Amendment No. 1”) to the registration statement on Form S-3 filed with the Securities and Exchange Commission (the “Commission”) on April 16, 2015 (the “Registration Statement”) is being filed to correct a filing error by which Marlin Midstream Finance Corporation was inadvertently omitted as a co-registrant of the Registration Statement on the Commission’s Electronic Data Gathering, Analysis and Retrieval (“EDGAR”) system. Amendment No. 1 is being filed to add Marlin Midstream Finance Corporation as a co-registrant of the Registration Statement on the EDGAR system.
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 Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dallas, State of Texas, on the 27th day of April, 2015.
| MARLIN MIDSTREAM PARTNERS, LP | ||
| By: | MARLIN MIDSTREAM GP, LLC, its General Partner | |
| By: | /s/ Eric T. Kalamaras | |
| Name: Eric T. Kalamaras | ||
| Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on the dates set forth below by the following persons in the capacities indicated.
| April 27, 2015 | By: | * | ||||
| I.J. “Chip” Berthelot, II | ||||||
| President, Chief Executive Officer and Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP (Principal Executive Officer) | ||||||
| April 27, 2015 | By: | /s/ Eric T. Kalamaras | ||||
| Eric T. Kalamaras | ||||||
| Chief Financial Officer of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP (Principal Financial Officer and Principal Accounting Officer) | ||||||
| April 27, 2015 | By: | * | ||||
| Thomas O. Whitener, Jr. | ||||||
| Director, Chairman of the Board of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| W. Keith Maxwell, III | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Thomas R. Fuller | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| James Lytal | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Paul G. Smith | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| James P. Benson | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Jay M. Frisbie | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Mark Mulhern | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| *By: | /s/ Eric T. Kalamaras | |
| Eric T. Kalamaras | ||
| Attorney-in-fact | ||
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 Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dallas, State of Texas, on the 27th day of April, 2015.
| MARLIN MIDSTREAM FINANCE CORPORATION | ||
| By: | /s/ Eric T. Kalamaras | |
| Name: Eric T. Kalamaras | ||
| Title: Chief Financial Officer and Director (Principal Financial Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on the dates set forth below by the following persons in the capacities indicated.
| April 27, 2015 | By: | * | ||||
| I.J. “Chip” Berthelot, II | ||||||
| President, Chief Executive Officer and Director of Marlin Midstream Finance Corporation (Principal Executive Officer) | ||||||
| April 27, 2015 | By: | /s/ Eric T. Kalamaras | ||||
| Eric T. Kalamaras | ||||||
| Chief Financial Officer and Director of Marlin Midstream Finance Corporation (Principal Financial Officer) | ||||||
| April 27, 2015 | By: | * | ||||
| Stacy A. Murray | ||||||
| Chief Accounting Officer and Director of Marlin Midstream Finance Corporation (Principal Accounting Officer) | ||||||
| * By: | /s/ Eric T. Kalamaras | |
| Eric T. Kalamaras | ||
| Attorney-in-fact | ||
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 Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dallas, State of Texas, on the 27th day of April, 2015.
| MARLIN MIDSTREAM, LLC | ||
| By: | MARLIN MIDSTREAM PARTNERS, LP, its Sole Member | |
| By: | MARLIN MIDSTREAM GP, LLC, its General Partner | |
| By: | /s/ Eric T. Kalamaras | |
| Name: Eric T. Kalamaras | ||
| Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on the dates set forth below by the following persons in the capacities indicated.
| April 27, 2015 | By: | * | ||||
| I.J. “Chip” Berthelot, II | ||||||
| President, Chief Executive Officer and Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP (Principal Executive Officer) | ||||||
| April 27, 2015 | By: | /s/ Eric T. Kalamaras | ||||
| Eric T. Kalamaras | ||||||
| Chief Financial Officer of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP (Principal Financial Officer and Principal Accounting Officer) | ||||||
| April 27, 2015 | By: | * | ||||
| Thomas O. Whitener, Jr. | ||||||
| Director, Chairman of the Board of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| W. Keith Maxwell, III | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Thomas R. Fuller | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| James Lytal | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Paul G. Smith | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| James P. Benson | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Jay M. Frisbie | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Mark Mulhern | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| *By: | /s/ Eric T. Kalamaras | |
| Eric T. Kalamaras | ||
| Attorney-in-fact | ||
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 Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dallas, State of Texas, on the 27th day of April, 2015.
| MARLIN LOGISTICS, LLC | ||
| By: | MARLIN MIDSTREAM PARTNERS, LP, its Sole Member | |
| By: | MARLIN MIDSTREAM GP, LLC, its General Partner | |
| By: | /s/ Eric T. Kalamaras | |
| Name: Eric T. Kalamaras | ||
| Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on the dates set forth below by the following persons in the capacities indicated.
| April 27, 2015 | By: | * | ||||
| I.J. “Chip” Berthelot, II | ||||||
| President, Chief Executive Officer and Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP (Principal Executive Officer) | ||||||
| April 27, 2015 | By: | /s/ Eric T. Kalamaras | ||||
| Eric T. Kalamaras | ||||||
| Chief Financial Officer of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP (Principal Financial Officer and Principal Accounting Officer) | ||||||
| April 27, 2015 | By: | * | ||||
| Thomas O. Whitener, Jr. | ||||||
| Director, Chairman of the Board of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| W. Keith Maxwell, III | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Thomas R. Fuller | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| James Lytal | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Paul G. Smith | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| James P. Benson | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Jay M. Frisbie | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Mark Mulhern | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| *By: | /s/ Eric T. Kalamaras | |
| Eric T. Kalamaras | ||
| Attorney-in-fact | ||
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 Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dallas, State of Texas, on the 27th day of April, 2015.
| TURKEY CREEK PIPELINE, LLC | ||
| By: | MARLIN MIDSTREAM, LLC, its Sole Member | |
| By: | MARLIN MIDSTREAM PARTNERS, LP, its Sole Member | |
| By: | MARLIN MIDSTREAM GP, LLC, its General Partner | |
| By: | /s/ Eric T. Kalamaras | |
| Name: Eric T. Kalamaras | ||
| Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on the dates set forth below by the following persons in the capacities indicated.
| April 27, 2015 | By: | * | ||||
| I.J. “Chip” Berthelot, II | ||||||
| President, Chief Executive Officer and Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP (Principal Executive Officer) | ||||||
| April 27, 2015 | By: | /s/ Eric T. Kalamaras | ||||
| Eric T. Kalamaras | ||||||
| Chief Financial Officer of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP (Principal Financial Officer and Principal Accounting Officer) | ||||||
| April 27, 2015 | By: | * | ||||
| Thomas O. Whitener, Jr. | ||||||
| Director, Chairman of the Board of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| W. Keith Maxwell, III | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Thomas R. Fuller | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| James Lytal | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Paul G. Smith | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| James P. Benson | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Jay M. Frisbie | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Mark Mulhern | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| *By: | /s/ Eric T. Kalamaras | |
| Eric T. Kalamaras | ||
| Attorney-in-fact | ||
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 Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dallas, State of Texas, on the 27th day of April, 2015.
| MARLIN G&P I, LLC | ||
| By: | MARLIN MIDSTREAM, LLC, its Sole Member | |
| By: | MARLIN MIDSTREAM PARTNERS, LP, its Sole Member | |
| By: | MARLIN MIDSTREAM GP, LLC, its General Partner | |
| By: | /s/ Eric T. Kalamaras | |
| Name: Eric T. Kalamaras | ||
| Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on the dates set forth below by the following persons in the capacities indicated.
| April 27, 2015 | By: | * | ||||
| I.J. “Chip” Berthelot, II | ||||||
| President, Chief Executive Officer and Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP (Principal Executive Officer) | ||||||
| April 27, 2015 | By: | /s/ Eric T. Kalamaras | ||||
| Eric T. Kalamaras | ||||||
| Chief Financial Officer of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP (Principal Financial Officer and Principal Accounting Officer) | ||||||
| April 27, 2015 | By: | * | ||||
| Thomas O. Whitener, Jr. | ||||||
| Director, Chairman of the Board of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| W. Keith Maxwell, III | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Thomas R. Fuller | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| James Lytal | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Paul G. Smith | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| James P. Benson | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Jay M. Frisbie | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Mark Mulhern | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| *By: | /s/ Eric T. Kalamaras | |
| Eric T. Kalamaras | ||
| Attorney-in-fact | ||
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 Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dallas, State of Texas, on the 27th day of April, 2015.
| MURVAUL GAS GATHERING, LLC | ||
| By: | MARLIN MIDSTREAM, LLC, its Sole Member | |
| By: | MARLIN MIDSTREAM PARTNERS, LP, its Sole Member | |
| By: | MARLIN MIDSTREAM GP, LLC, its General Partner | |
| By: | /s/ Eric T. Kalamaras | |
| Name: Eric T. Kalamaras | ||
| Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on the dates set forth below by the following persons in the capacities indicated.
| April 27, 2015 | By: | * | ||||
| I.J. “Chip” Berthelot, II | ||||||
| President, Chief Executive Officer and Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP (Principal Executive Officer) | ||||||
| April 27, 2015 | By: | /s/ Eric T. Kalamaras | ||||
| Eric T. Kalamaras | ||||||
| Chief Financial Officer of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP (Principal Financial Officer and Principal Accounting Officer) | ||||||
| April 27, 2015 | By: | * | ||||
| Thomas O. Whitener, Jr. | ||||||
| Director, Chairman of the Board of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| W. Keith Maxwell, III | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Thomas R. Fuller | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| James Lytal | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Paul G. Smith | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| James P. Benson | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Jay M. Frisbie | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Mark Mulhern | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| *By: | /s/ Eric T. Kalamaras | |
| Eric T. Kalamaras | ||
| Attorney-in-fact | ||
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 Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dallas, State of Texas, on the 27th day of April, 2015.
| TALCO MIDSTREAM ASSETS, LTD. | ||
| By: | AZURE HOLDINGS GP, LLC, its General Partner | |
| By: | MARLIN MIDSTREAM, LLC, its Sole Member | |
| By: | MARLIN MIDSTREAM PARTNERS, LP, its Sole Member | |
| By: | MARLIN MIDSTREAM GP, LLC, its General Partner | |
| By: | /s/ Eric T. Kalamaras | |
| Name: Eric T. Kalamaras | ||
| Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on the dates set forth below by the following persons in the capacities indicated.
| April 27, 2015 | By: | * | ||||
| I.J. “Chip” Berthelot, II | ||||||
| President, Chief Executive Officer and Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP (Principal Executive Officer) | ||||||
| April 27, 2015 | By: | /s/ Eric T. Kalamaras | ||||
| Eric T. Kalamaras | ||||||
| Chief Financial Officer of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP (Principal Financial Officer and Principal Accounting Officer) | ||||||
| April 27, 2015 | By: | * | ||||
| Thomas O. Whitener, Jr. | ||||||
| Director, Chairman of the Board of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| W. Keith Maxwell, III | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Thomas R. Fuller | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| James Lytal | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Paul G. Smith | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| James P. Benson | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Jay M. Frisbie | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Mark Mulhern | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| *By: | /s/ Eric T. Kalamaras | |
| Eric T. Kalamaras | ||
| Attorney-in-fact | ||
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 Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dallas, State of Texas, on the 27th day of April, 2015.
| AZURE TGG, LLC | ||
| By: | MARLIN MIDSTREAM, LLC, its Sole Member | |
| By: | MARLIN MIDSTREAM PARTNERS, LP, its Sole Member | |
| By: | MARLIN MIDSTREAM GP, LLC, its General Partner | |
| By: | /s/ Eric T. Kalamaras | |
| Name: Eric T. Kalamaras | ||
| Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on the dates set forth below by the following persons in the capacities indicated.
| April 27, 2015 | By: | * | ||||
| I.J. “Chip” Berthelot, II | ||||||
| President, Chief Executive Officer and Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP (Principal Executive Officer) | ||||||
| April 27, 2015 | By: | /s/ Eric T. Kalamaras | ||||
| Eric T. Kalamaras | ||||||
| Chief Financial Officer of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP (Principal Financial Officer and Principal Accounting Officer) | ||||||
| April 27, 2015 | By: | * | ||||
| Thomas O. Whitener, Jr. | ||||||
| Director, Chairman of the Board of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| W. Keith Maxwell, III | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Thomas R. Fuller | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| James Lytal | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Paul G. Smith | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| James P. Benson | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Jay M. Frisbie | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Mark Mulhern | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| *By: | /s/ Eric T. Kalamaras | |
| Eric T. Kalamaras | ||
| Attorney-in-fact | ||
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 Registration Statement on Form S-3 to be signed on its behalf by the undersigned, thereunto duly authorized in the City of Dallas, State of Texas, on the 27th day of April, 2015.
| AZURE HOLDINGS GP, LLC | ||
| By: | MARLIN MIDSTREAM, LLC, its Sole Member | |
| By: | MARLIN MIDSTREAM PARTNERS, LP, its Sole Member | |
| By: | MARLIN MIDSTREAM GP, LLC, its General Partner | |
| By: | /s/ Eric T. Kalamaras | |
| Name: Eric T. Kalamaras | ||
| Title: Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) | ||
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement on Form S-3 has been signed on the dates set forth below by the following persons in the capacities indicated.
| April 27, 2015 | By: | * | ||||
| I.J. “Chip” Berthelot, II | ||||||
| President, Chief Executive Officer and Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP (Principal Executive Officer) | ||||||
| April 27, 2015 | By: | /s/ Eric T. Kalamaras | ||||
| Eric T. Kalamaras | ||||||
| Chief Financial Officer of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP (Principal Financial Officer and Principal Accounting Officer) | ||||||
| April 27, 2015 | By: | * | ||||
| Thomas O. Whitener, Jr. | ||||||
| Director, Chairman of the Board of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| W. Keith Maxwell, III | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Thomas R. Fuller | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| James Lytal | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Paul G. Smith | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| James P. Benson | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Jay M. Frisbie | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| April 27, 2015 | By: | * | ||||
| Mark Mulhern | ||||||
| Director of Marlin Midstream GP, LLC, General Partner of Marlin Midstream Partners, LP | ||||||
| *By: | /s/ Eric T. Kalamaras | |
| Eric T. Kalamaras | ||
| Attorney-in-fact | ||