As filed with the Securities and Exchange Commission on September 27, 2017
Registration No. 333-220489
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3/A
(Amendment No. 1)
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 800
Fort Worth, Texas 76116
(817) 989-9000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
| Sergei Krylov Executive Vice President and Chief Financial Officer Approach Resources Inc. One Ridgmar Centre 6500 West Freeway, Suite 800 Fort Worth, Texas 76116 (817) 989-9000 |
J. Curtis Henderson Chief Administrative Officer Approach Resources Inc. One Ridgmar Centre 6500 West Freeway, Suite 800 Fort Worth, Texas 76116 (817) 989-9000 |
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Wesley P. Williams
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: From time-to-time after the effective date of this registration statement.
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 | ☐ (Do not check if smaller reporting company) | 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. ☐
The Registrant hereby amends this Registration Statement on such date as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that the Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission acting pursuant to said Section 8(a) may determine.
*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 |
EXPLANATORY NOTE
Approach Resources Inc. is filing this pre-effective Amendment No. 1 on Form S-3/A to the Registration Statement on Form S-3 (Registration No. 333-220489), originally filed on September 15, 2017 (the “Registration Statement”), as an exhibit-only filing to file an updated Opinion of Thompson & Knight LLP filed herewith as Exhibit 5.1 (the “Opinion”). Accordingly, this Amendment No. 1 consists only of the facing page, this explanatory note, Item 16 of Part II of the Registration Statement, the signature pages to the Registration Statement and the Opinion filed herewith as Exhibit 5.1. The prospectus and the balance of Part II of the Registration Statement are unchanged and have been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 16. Exhibits
(a) Exhibits
The following documents are filed as exhibits to this registration statement:
1
| * | Filed herewith. |
| ** | Filed previously. |
| *** | To be filed by amendment, as an exhibit to a report pursuant to Section 13(a) or 15(d) of the Exchange Act and incorporated herein by reference or in a post-effective amendment to this registration statement. |
| **** | To be filed in accordance with the requirements of Section 305(b)(2) of the Trust Indenture Act of 1939 and Rule 5b-3 thereunder. |
(b) Financial statement schedules
No financial statement schedules are included herein. All other schedules for which provision is made in the applicable accounting regulation of the Securities and Exchange Commission are not required under the related instructions, are inapplicable, or the information is in the consolidated financial statements, and have therefore been omitted.
(c) Reports, opinions and appraisals
The following reports, opinions and appraisals are included herein: None.
2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on September 27, 2017.
| APPROACH RESOURCES INC. | ||
| By: | /s/ J. Ross Craft | |
| J. Ross Craft | ||
| Chairman of the Board of Directors and Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ J. Ross Craft J. Ross Craft |
Chairman of the Board and Chief Executive Officer (Principal Executive Officer) |
September 27, 2017 | ||
| * Sergei Krylov |
Executive Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
September 27, 2017 | ||
| * Vean J. Gregg III |
Lead Independent Director |
September 27, 2017 | ||
| * Alan D. Bell |
Director |
September 27, 2017 | ||
| * James H. Brandi |
Director |
September 27, 2017 | ||
| * James C. Crain |
Director |
September 27, 2017 | ||
| * Matthew R. Kahn |
Director |
September 27, 2017 | ||
| * Morgan D. Neff |
Director |
September 27, 2017 | ||
| * Matthew D. Wilks |
Director |
September 27, 2017 | ||
| *By: | /s/ J. Ross Craft | |
| J. Ross Craft | ||
| Attorney-in-fact | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on September 27, 2017.
| APPROACH RESOURCES I, LP | ||
| By: | Approach Operating, LLC, its sole general partner | |
| By: | /s/ J. Ross Craft | |
| J. Ross Craft | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ J. Ross Craft J. Ross Craft |
Chief Executive Officer** (Principal Executive Officer) |
September 27, 2017 | ||
| * Sergei Krylov |
Executive Vice President and Chief Financial Officer*** (Principal Financial Officer and Principal Accounting Officer) |
September 27, 2017 | ||
| *By: | /s/ J. Ross Craft | |
| J. Ross Craft | ||
| Attorney-in-fact | ||
| ** | J. Ross Craft serves as the Chief Executive Officer of Approach Operating, LLC, which is the sole general partner of Approach Resources I, LP. |
| *** | Sergei Krylov serves as the Executive Vice President and Chief Financial Officer 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, each of the registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on September 27, 2017.
| APPROACH OIL & GAS INC. | ||
| By: | /s/ J. Ross Craft | |
| J. Ross Craft | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ J. Ross Craft J. Ross Craft |
Chief Executive Officer and Director (Principal Executive Officer) |
September 27, 2017 | ||
| * Sergei Krylov |
Executive Vice President, Chief Financial Officer and Director (Principal Financial Officer and Principal Accounting Officer) |
September 27, 2017 | ||
| * J. Curtis Henderson |
Director |
September 27, 2017 | ||
| *By: | /s/ J. Ross Craft | |
| J. Ross Craft | ||
| Attorney-in-fact | ||
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, each of the registrants has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Fort Worth, State of Texas, on September 27, 2017.
| APPROACH OPERATING, LLC APPROACH DELAWARE, LLC APPROACH SERVICES, LLC APPROACH MIDSTREAM HOLDINGS LLC | ||
| By: | /s/ J. Ross Craft | |
| J. Ross Craft | ||
| Chief Executive Officer | ||
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /s/ J. Ross Craft J. Ross Craft |
Chief Executive Officer** (Principal Executive Officer) |
September 27, 2017 | ||
| * Sergei Krylov |
Executive Vice President, Chief Financial Officer*** (Principal Financial Officer and Principal Accounting Officer) |
September 27, 2017 | ||
| *By: | /s/ J. Ross Craft | |
| J. Ross Craft | ||
| Attorney-in-fact | ||
| ** | J. Ross Craft serves as the Chief Executive Officer of Approach Operating, LLC, Approach Delaware, LLC, Approach Services, LLC and Approach Midstream Holdings LLC. |
| *** | Sergei Krylov serves as the Executive Vice President and Chief Financial Officer of Approach Operating, LLC, Approach Delaware, LLC, Approach Services, LLC and Approach Midstream Holdings LLC. |