Post-effective Amendment to Registration Statement (pos Am)
26 Septembre 2022 - 3:57PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on September 26, 2022
Registration No. 333-234011
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM F-3 REGISTRATION STATEMENT NO. 333-234011
Under
THE SECURITIES ACT OF 1933
HÖEGH
LNG PARTNERS LP
(Exact Name of Registrant as Specified in Its Charter)
Republic of the Marshall Islands |
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98-1182326 |
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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Canon’s Court
22 Victoria Street
Hamilton, HM 12 Bermuda
+479-912-3443
(Address and telephone number of Registrant’s
principal executive offices)
Puglisi & Associates
850 Library Avenue.
Suite 204
Newark, Delaware 19711
(302) 738-6680
(Name, address, and telephone number of agent for service)
Copies to:
Catherine S. Gallagher
Baker Botts. L.L.P.
700 K Street, N.W.
Washington, D.C. 20001
(202) 639-7700
Approximate date of commencement of proposed sale to the public:
Not applicable.
If the only securities being registered on this Form are to be 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, 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.C. 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.C. 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 an emerging growth
company as defined in Rule 405 of the Securities Act of 1933.
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Emerging growth company |
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If an emerging growth company that prepares its financial statements
in accordance with U.S. GAAP, 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 the Securities Act. ¨
† The term “new or revised financial accounting standard”
refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
Pursuant to that certain Agreement and Plan of
Merger, dated as of May 25, 2022, by and among Höegh LNG Partners LP, a Marshall Islands limited partnership (the “Partnership”
or the “Registrant”), Höegh LNG GP LLC, a Marshall Islands limited liability company and the general partner of the Partnership
(the “General Partner”), Höegh LNG Holdings Ltd., a Bermuda exempted company (“Höegh LNG”), and Hoegh
LNG Merger Sub LLC, a Marshall Islands limited liability company and a wholly owned subsidiary of Höegh LNG (“Merger Sub”),
Merger Sub merged with and into the Partnership (the “Merger”) on September 23, 2022, with the Partnership surviving the Merger
and continuing as a subsidiary of Höegh LNG.
As a result of the Merger, the Registrant
has terminated all offerings of its securities pursuant to its existing registration statements. Accordingly, the Registrant is filing
this post-effective amendment (this “Post-Effective Amendment”) to deregister any and all securities registered under the
Registration Statement on Form F-3 (File No. 333- 234011), initially filed with the Securities and Exchange Commission on September
30, 2019 and amended on October 15, 2019 (as amended, the “Registration Statement”), that remain unsold or otherwise unissued
as of the date hereof. Pursuant to the Registration Statement, the offering by the Registrant or certain selling securityholders named
therein in one or more secondary offerings of an indeterminate amount of the following securities was registered: common units representing
limited partner interests of the Partnership; other classes of units representing limited partner interests of the Partnership; options
of the Partnership; warrants of the Partnership; rights of the Partnership; and debt securities of the Partnership. The Partnership, by
filing this Post-Effective Amendment, hereby terminates the effectiveness of the Registration Statement.
This Post-Effective Amendment is being filed
in accordance with an undertaking made by the Registrant in Part II of the Registration Statement to remove from registration by means
of a post-effective amendment any securities that had been registered for issuance but remain unsold at the termination of the offering.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for
filing on Form F-3 and has duly caused this Post-Effective Amendment to the above-referenced Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in Oslo, Norway, on September 26, 2022.
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HÖEGH LNG PARTNERS LP |
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By: |
/s/ Håvard Furu |
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Name: |
Håvard Furu |
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Title: |
Chief Executive Officer and Chief Financial Officer |
No other person is required to sign this Post-Effective
Amendment, in reliance upon Rule 478 under the Securities Act of 1933, as amended.
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