POST-EFFECTIVE AMENDMENT NO. 1 TO:
FORM S-8 REGISTRATION STATEMENT NO. 333-211840
| HÖEGH LNG PARTNERS LP |
| (Exact Name of Registrant as Specified in Its Charter) |
|
Republic of the Marshall Islands |
98-1182326 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
|
Canon’s Court
22 Victoria Street
Hamilton, HM 12 Bermuda
+479-912-3443
(Address, including zip code, and telephone number,
including area code, of Registrant’s principal
executive offices) |
Höegh LNG Partners LP Long Term Incentive
Plan
Höegh LNG Holdings Ltd.
Phantom Unit Awards
(Full Title of
the Plans)
Watson Farley &
Williams LLP
250 West 55th Street
New York, New York 10019
Attention: Steven Hollander
(Name and Address of Agent for Service)
(212) 922-2200
(Telephone Number,
Including Area Code, 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
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.
| Large accelerated filer ¨ |
Accelerated
filer x |
| Non-accelerated filer ¨ |
Smaller
reporting company ¨ |
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 7(a)(2)(B) of the Securities Act. ¨
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 S-8 (File No. 333-211840), initially filed with the Securities and Exchange Commission on June 3, 2016
(the “Registration Statement”), that remain unsold or otherwise unissued as of the date hereof. Pursuant to the Registration
Statement, the offering by the Registrant of the following securities was registered: 658,000 common units representing limited partner
interests in the Partnership under the Höegh LNG Partners LP Long Term Incentive Plan; and 53,567 common units representing limited
partner interests in the Partnership acquired by Höegh LNG from its own holdings or purchased on the open market by Höegh LNG
upon the vesting of Höegh LNG Holdings Ltd. Phantom Unit Awards. The Registrant, 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 S-8 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.
| |
HÖEGH LNG PARTNERS LP |
| |
|
|
| |
By: |
/s/ Håvard Furu |
| |
Name: |
Håvard Furu |
| |
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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