As filed with the Securities and Exchange Commission on November 1, 2019
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Black Stone Minerals, L.P.
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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47-1846692
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification Number)
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1001 Fannin Street, Suite 2020
Houston, TX 77002
(713) 445-3200
(Address, Including Zip Code, and Telephone Number, Including Area Code, of
Registrants Principal Executive Offices)
Steve Putman
Senior Vice President, General Counsel, and Secretary
1001 Fannin Street, Suite 2020
Houston, TX 77002
(713) 445-3200
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent
for Service)
Copy to:
Brenda
Lenahan
Vinson & Elkins L.L.P.
666 Fifth Avenue, 26th Floor
New York, New York 10103
Tel: (212) 237-0000
Fax: (212) 237-0100
Approximate date of commencement of proposed sale to the public:
From time to time after the effective date of this registration statement as determined by market conditions and other factors.
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.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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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. ☐
CALCULATION OF
REGISTRATION FEE
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Title Of Each Class Of
Securities To Be Registered
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Amount
To Be
Registered(1)(2)
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Proposed
Maximum
Offering
Price
Per Unit(3)
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Proposed
Maximum
Aggregate
Offering Price(3)
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Amount Of
Registration Fee(3)
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Common units representing limited partner interests
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14,711,219
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$13.075
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$192,349,188.40
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$24,966.92
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(1)
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Pursuant to Rule 416(a) of the Securities Act of 1933, as amended, the number of common units being registered
on behalf of the selling unitholder shall be adjusted automatically to include any common units that may become issuable as a result of any unit distribution, split, combination or similar transaction.
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(2)
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Includes up to 14,711,219 common units issuable upon conversion of the Series B Cumulative Convertible Preferred
Units held by the selling unitholder listed herein. The initial conversion ratio is one Series B Cumulative Convertible Preferred Unit in exchange for one common unit; however, the conversion ratio is subject to adjustment.
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(3)
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Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the
Securities Act of 1933, as amended, with respect to the common units to be sold by the selling unitholder named in this prospectus, based on the average of the high and low prices of our common units as reported on the New York Stock Exchange on
October 31, 2019.
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The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its
effective date until the registrant shall file a further amendment which specifically states that this 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.