Post-effective Amendment to Registration Statement (pos Am)
10 February 2018 - 7:12AM
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-3 NO. 333-201211
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 NO. 333-204835
POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 NO. 333-207945
REGISTRATION STATEMENTS
UNDER
THE SECURITIES ACT
OF 1933
Zenith Energy Logistics Partners LP
(Exact name of registrant as specified in its charter)
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Delaware
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001-36168
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36-4767846
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(State or Other Jurisdiction of
Incorporation or Organization)
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(Commission
File Number)
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(I.R.S. Employer
Identification Number)
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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):
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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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☐ (Do not check if a smaller reporting company)
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Smaller reporting company
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☐
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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 Statements on Form S-3 (the
Registration
Statements
), 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:
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Registration No. 333-201211, filed on Form S-3 on December 22, 2014, pertaining to the registration of an indeterminate number of common units representing limited partner interests (
Common
Units
) that may be issued from time to time up to $500,000,000 in aggregate offering price and 68,617 Common Units that may be sold in one or more secondary offerings by the selling unitholder;
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Registration No. 333-204835, filed on Form S-3 on June 9, 2015, pertaining to the registration of 4,520,795 Common Units that be sold in one or more secondary offerings by the selling unitholder; and
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Registration No. 333-207945, filed on Form S-3 on November 12, 2015, pertaining to the registration of 1,745,669 Common Units that be sold in one or more secondary offerings by the selling unitholder.
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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
Statements. In accordance with an undertaking made by the Partnership in the Registration Statements 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 Statements.
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant certifies that it has duly caused this post-effective amendment to the
registration statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on February 9, 2018.
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ZENITH ENERGY LOGISTICS PARTNERS LP
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By:
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Zenith Energy Logistics GP LLC, its general partner
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By:
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/s/ Jeffrey R. Armstrong
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Name: Jeffrey R. Armstrong
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Title: President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act, this post-effective amendment to the registration
statements has been signed by the following persons in the capacities indicated on February 9, 2018.
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Signature
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Title
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/s/ Jeffrey R. Armstrong
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President and Chief Executive Officer
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Jeffrey R. Armstrong
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(principal executive officer)
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/s/ Carlos Ruiz
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Senior Vice President and
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Carlos Ruiz
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Chief Financial Officer
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(principal financial and accounting officer)
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