Post-effective Amendment to an S-8 Filing (s-8 Pos)
10 February 2018 - 7:08AM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on February 9, 2018
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM S-8
NO.
333-192594
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT
OF 1933
Zenith Energy Logistics Partners LP
(Exact name of registrant as specified in its charter)
|
|
|
|
|
Delaware
|
|
001-36168
|
|
36-4767846
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
|
(Commission File Number)
|
|
(I.R.S. Employer
Identification Number)
|
3900 Essex Lane
Houston, TX 77027
(713)
395-6200
(Address, including zip code, and telephone number, including area code, of
registrants principal executive offices)
Dana Love
Secretary
3900 Essex
Lane
Houston, TX 77027
(713)
395-6200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Matthew R.
Pacey
Kirkland & Ellis LLP
609 Main Street
Houston,
TX 77007
(713)
836-3600
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. (Check one):
|
|
|
|
|
|
|
Large accelerated filer
|
|
☐
|
|
Accelerated filer
|
|
☒
|
|
|
|
|
Non-accelerated filer
|
|
☐ (Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
☐
|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
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 13(a) of the Exchange Act. ☐
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statement on
Form S-8
(the
Registration Statement
), originally filed by Arc Logistics Partners LP, a Delaware limited partnership (as now known as Zenith Energy Logistics Partners LP, the
Partnership
), with the Securities and Exchange
Commission:
|
|
|
Registration
No. 333-192534,
filed on
Form S-8
on November 27, 2013, pertaining to the registration of 2,000,000 common
units representing limited partnership interests (
Common Units
) issued or issuable under the Arc Logistics Long Term Incentive Plan.
|
On August 29, 2017, the Partnership, Arc Logistics Partners GP LLC, a Delaware limited liability company and the general partner of the
Partnership (as now known as Zenith Energy Logistics Partners GP LLC), Lightfoot Capital Partners, LP (
LCP LP
), a Delaware limited partnership, Lightfoot Capital Partners GP LLC, a Delaware limited liability company and the
general partner of LCP LP, Zenith Energy U.S., L.P. (
Parent
), a Delaware limited partnership, Zenith Energy U.S. GP, LLC, a Delaware limited liability company and the general partner of Parent, Zenith Energy U.S. Logistics
Holdings, LLC, a Delaware limited liability company (
Holdings
) and Zenith Energy U.S. Logistics, LLC, a Delaware limited liability company (
Merger Sub
) and a subsidiary of Holdings, entered into the Agreement
and Plan of Merger, providing for the merger of the Partnership with and into Merger Sub (the
Merger
). The Merger closed on December 21, 2017.
As a result of the completion of the Merger, the Partnership has terminated all offerings of securities pursuant to the Registration
Statement. In accordance with an undertaking made by the Partnership in the Registration Statement to remove from registration, by means of post-effective amendment, any of the securities that had been registered that remain unsold at the
termination of such offering, the Partnership hereby removes from registration all of such securities registered but unsold under the Registration Statement.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has duly caused this post-effective amendment to the
registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on February 9, 2018.
|
|
|
ZENITH ENERGY LOGISTICS PARTNERS LP
|
|
|
By:
|
|
Zenith Energy Logistics GP LLC, its general
partner
|
|
|
By:
|
|
/s/ Jeffrey R. Armstrong
|
Name:
|
|
Jeffrey R. Armstrong
|
Title:
|
|
President and Chief Executive Officer
|
Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration
statement has been signed by the following persons in the capacities indicated on February 9, 2018.
|
|
|
Signature
|
|
Title
|
|
|
/s/ Jeffrey R. Armstrong
Jeffrey R. Armstrong
|
|
President and Chief Executive Officer
(principal executive officer)
|
|
|
/s/ Carlos Ruiz
Carlos Ruiz
|
|
Senior Vice President and
Chief Financial Officer
(principal
financial and accounting officer)
|
|
|
|
|
|
|
|
|
|
|
ARC LOGISTICS PARTNERS LP (NYSE:ARCX)
Historical Stock Chart
From May 2024 to Jun 2024
ARC LOGISTICS PARTNERS LP (NYSE:ARCX)
Historical Stock Chart
From Jun 2023 to Jun 2024