Post-effective Amendment to an S-8 Filing (s-8 Pos)
09 Mars 2017 - 10:06PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on March 9, 2017
Registration No. 333-200074
UNITED STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1
to
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
JP ENERGY
PARTNERS LP
(Exact Name of Registrant as Specified in Its Charter)
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Delaware
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27-2504700
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(State or other jurisdiction of incorporation or
organization)
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(I.R.S. Employer
Identification No.)
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600 East Las Colinas Blvd
Suite 2000
Irving, Texas
75039
(972) 444-0300
(Address, including Zip Code, and Telephone Number, including Area Code, of Registrants Principal Executive Offices)
JP Energy Partners LP 2014 Long-Term Incentive Plan
(Full title of the plan)
J. Patrick
Barley
President and Chief Executive Officer
600 East Las Colinas Blvd
Suite 2000
Irving, Texas
75039
(972) 444-0300
(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)
Copies to:
Ryan J.
Maierson
John M. Greer
Latham & Watkins LLP
811 Main Street, Suite 3700
Houston, Texas 77002
(713) 546-5400
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 definitions of large accelerated filer, accelerated filer and smaller reporting
company in Rule 12b-2 of the Exchange Act.
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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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EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment relates to the following Registration Statement on Form S-8 (the Registration Statement), originally
filed by JP Energy Partners LP, a Delaware limited partnership (JP Energy), with the Securities and Exchange Commission:
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Registration Statement No. 333-20074, filed on November 10, 2014, registering 3,642,700 common units representing limited partner interests (the Common Units), of JP Energy under the JP Energy 2014
Long-Term Incentive Plan
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On March 7, 2017, the unitholders of JP Energy adopted and approved the Agreement and Plan of
Merger, dated as of October 23, 2016 (the Merger Agreement), by and among American Midstream Partners, LP (AMID), American Midstream GP, LLC, Argo Merger Sub, LLC (AMID Merger Sub), Argo Merger GP Sub, LLC
(GP Sub), JP Energy and JP Energy GP II LLC. Pursuant to the terms of the Merger Agreement, AMID Merger Sub was merged with and into JP Energy, with JP Energy continuing as the surviving entity and as a direct wholly owned subsidiary of
AMID (the Merger).
Each common unit representing a limited partner interest in JPE (the JPE Common Units) and
each subordinated unit representing a limited partner interest in JPE (the JPE Subordinated Units and, together with JPE Common Units, the JPE Units) outstanding immediately prior to the effective time of the Merger, other
than those JPE Units held by Magnolia Infrastructure Holdings, LLC, a Delaware limited liability company and successor by merger to AL Lonestar, LLC (together with its affiliates, the Affiliated Unitholders) and GP Sub, was converted
into the right to receive 0.5775 of a newly issued common unit representing a limited partner interest in AMID (the AMID Common Units). Each JPE Unit outstanding immediately prior to the effective time of the Merger held by an Affiliated
Unitholder was converted into the right to receive 0.5225 of a newly issued AMID Common Unit.
As a result of the completion of the
transactions contemplated by the Merger Agreement, JP Energy has terminated all offerings of securities pursuant to the Registration Statement. In accordance with undertakings made by JP Energy in the Registration Statement to remove from
registration, by means of a post-effective amendment, any of the securities that had been registered for issuance that remain unsold at the termination of such offering, JP Energy hereby removes from registration all of such securities of JP Energy
registered but unsold under the Registration Statement.
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 No. 1 to the Registration Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto duly authorized, in the city
of Irving, State of Texas on March 9, 2017.
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JP Energy Partners LP
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By:
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Argo Merger GP Sub, LLC, its general partner
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By:
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/s/ J. Patrick Barley
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Name:
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J. Patrick Barley
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Title:
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President and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment
No. 1 to the Registration Statement on Form S-8 has been signed below by the following persons in the capacities as indicated, which are with Argo Merger GP Sub, LLC, the general partner of JP Energy Partners LP, on the dates indicated:
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Signature
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Title
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Date
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/s/ J. Patrick Barley
J. Patrick Barley
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President, Chief Executive Officer
and Director
(Principal Executive
Officer)
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March 9, 2017
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/s/ Patrick J. Welch
Patrick J. Welch
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Executive Vice President, Chief Financial
Officer and Director
(Principal
Financial Officer)
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March 9, 2017
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/s/ Shiming Chen
Shiming Chen
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Senior Vice President and
Chief Accounting Officer
(Principal
Accounting Officer)
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March 9, 2017
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