A firm connected to Aubrey McClendon, former CEO of Chesapeake Energy Corp. (NYSE: CHK) filed on Friday a preliminary Form S-1 with the U.S. Securities and Exchange Commission (SEC) to issue up to 100 million common units at a price of $20 each. The filing firm is American Energy Capital Partners LP (AECP), and it is sponsored by a vehicle controlled by two-real estate investors who are executives at American Realty Capital Properties Inc. (NASDAQ: ARCP).

Less than one month after being replaced as CEO of Chesapeake, McClendon had set up shop just down the street from his former offices and founded a new company, called American Energy Partners LP. By August there were reports that the new company had already struck several leasing deals in the Utica shale play in Ohio and Pennsylvania, and by October McClendon claimed to have raised $1.7 billion.

According to Friday’s filing, AECP will hire AECP Management LLC to provide management services for AECP. The management firm’s CEO is Aubrey McClendon.

The filing also notes:

There are substantial conflicts among the interests of our investors, our interests and the interests of our general partner, our sponsor, the Manager, our dealer manager and our and their respective affiliates, which could result in decisions that are not in the best interests of our investors.

That means that neither McClendon nor any of AECP’s affiliates or partners can get in trouble for exactly the sort of thing that eventually forced McClendon’s ouster at Chesapeake. The filing spells out quite clearly that the sponsors have the ability to favor their own interests above the interests of investors and that AECP may invest in properties where McClendon’s other companies have financial interests. McClendon’s management company also has no fiduciary duty to AECP.

The limited partnership units will be sold through ARCP’s dealer-broker network only to investors with a net worth of $330,000 or more and in blocks of no less than 250 units. AECP says it will sell its assets or file for a public offering in five to seven years.

McClendon’s run at Chesapeake peaked in 2008 when the stock hit an all time high of around $70. Shares fell below $20 when natural gas prices collapsed later that year and for the past 52-weeks the stock has traded in a range of around $16 to $30. His new venture is seeking $2 billion in capital from investors who had better read the prospectus carefully. McClendon will prosper whether investors do or not.

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