Attached files
file | filename |
---|---|
EX-10.2 - EX-10.2 - Westlake Chemical Partners LP | d715499dex102.htm |
As filed with the Securities and Exchange Commission on July 29, 2014
Registration No. 333-195551
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 6
to
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Westlake Chemical Partners LP
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 2860 | 32-0436529 | ||
(State or Other Jurisdiction of Incorporation or Organization) |
(Primary Standard Industrial Classification Code Number) |
(IRS Employer Identification Number) |
2801 Post Oak Boulevard, Suite 600
Houston, Texas 77056
(713) 960-9111
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrants Principal Executive Offices)
L. Benjamin Ederington
Vice President, General Counsel and Secretary
2801 Post Oak Boulevard, Suite 600
Houston, Texas 77056
(713) 960-9111
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copies to:
David P. Oelman E. Ramey Layne Vinson & Elkins L.L.P. 1001 Fannin Street, Suite 2500 Houston, Texas 77002 (713) 758-2222 |
William N. Finnegan IV Latham & Watkins LLP 811 Main Street, Suite 3700 Houston, Texas 77002 (713) 546-5400 |
Approximate date of commencement of proposed sale to the public:
As soon as practicable after this registration statement becomes effective.
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, 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, 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(d) 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. ¨
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.
Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
Non-accelerated filer | x (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment that specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
Explanatory Note
This Amendment No. 6 is being filed solely for the purpose of filing an exhibit to the Registration Statement on Form S-1 (File No. 333-195551) and no changes or additions are being made hereby to the preliminary prospectus which forms a part of the Registration Statement or to Items 13, 14, 15 or 17 of Part II of the Registration Statement. Accordingly, the preliminary prospectus and Items 13, 14, 15 and 17 of Part II of the Registration Statement have been omitted from this filing.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 16. | EXHIBITS. |
See the Index to Exhibits on the page immediately preceding the exhibits for a list of exhibits filed as part of this registration statement on Form S-1, which Index to Exhibits is incorporated herein by reference.
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on July 28, 2014.
Westlake Chemical Partners LP | ||
By: |
Westlake Chemical Partners GP LLC, its general partner |
By: |
/s/ Albert Chao | |
Name: |
Albert Chao | |
Title: |
President, Chief Executive Officer and Director |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and the dates indicated.
Name |
Title |
Date | ||
/s/ Albert Chao
|
President, Chief Executive Officer and Director (Principal Executive Officer) |
July 28, 2014 | ||
Albert Chao | ||||
*
|
Senior Vice President, Chief Financial Officer and Director (Principal Financial Officer) |
July 28, 2014 | ||
M. Steven Bender
|
||||
*
|
Vice President and Chief Accounting Officer (Principal Accounting Officer) | July 28, 2014 | ||
George Mangieri | ||||
*
|
Vice President, General Counsel, Secretary and Director | July 28, 2014 | ||
L. Benjamin Ederington | ||||
/s/ James Chao
|
Chairman of the Board of Directors | July 28, 2014 | ||
James Chao |
*By: |
/s/ Albert Chao
| |
Albert Chao Attorney-in-fact |
II-2
INDEX TO EXHIBITS
Exhibit |
Description | |||
1.1*** | | Form of Underwriting Agreement | ||
2.1***+ | | Form of Contribution Agreement among WPT LLC and Westlake Chemical Partners LP | ||
2.2***+ | | Form of Contribution Agreement by and among Westlake Vinyls, Inc., Westlake Petrochemicals LLC, WPT LLC, Westlake Chemical Corporation, Westlake Ethylene Pipeline Corporation, Westlake Longview Corporation, Westlake Chemical OpCo LP and Westlake Chemical OpCo GP LLC | ||
3.1*** | | Certificate of Limited Partnership of Westlake Chemical Partners LP | ||
3.2*** | | Form of Amended and Restated Limited Partnership Agreement of Westlake Chemical Partners LP (included as Appendix A in the prospectus included in this Registration Statement) | ||
4.1 | | Indenture dated as of January 1, 2006 by and among Westlake, the potential subsidiary guarantors listed therein and JPMorgan Chase Bank, National Association, as trustee (incorporated by reference to Westlakes Current Report on Form 8-K, filed on January 13, 2006, File No. 1-32260) | ||
4.2 | | First Supplemental Indenture dated as of January 13, 2006 by and among Westlake, the subsidiary guarantors party thereto and JPMorgan Chase Bank, National Association, as trustee (incorporated by reference to Westlakes Current Report on Form 8-K, filed on January 13, 2006, File No. 1-32260) | ||
4.3 | | Second Supplemental Indenture, dated as of November 1, 2007, among Westlake, the Subsidiary Guarantors (as defined therein) and The Bank of New York Trust Company, N.A., as trustee (incorporated by reference to Westlakes Current Report on Form 8-K, filed on December 18, 2007, File No. 1-32260) | ||
4.4 | | Third Supplemental Indenture, dated as of July 2, 2010, among Westlake, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Westlakes Current Report on Form 8-K, filed on July 8, 2010, File No. 1-32260) | ||
4.5 | | Fourth Supplemental Indenture, dated as of December 2, 2010, among Westlake, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Westlakes Current Report on Form 8-K, filed on December 8, 2010, File No. 1-32260) | ||
4.6 | | Fifth Supplemental Indenture, dated as of December 2, 2010, among Westlake, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Westlakes Current Report on Form 8-K, filed on December 8, 2010, File No. 1-32260) | ||
4.7 | | Supplemental Indenture, dated as of December 31, 2007, among Westlake, WPT LLC, Westlake Polymers LLC, Westlake Petrochemicals LLC, Westlake Styrene LLC, the other subsidiary guarantors party thereto and The Bank of New York Trust Company, N.A. related to the 6 5/8% senior notes (incorporated by reference to Exhibit 4.6 to Westlakes Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 20, 2008, File No. 1-32260) | ||
4.8 | | Supplemental Indenture, dated as of December 31, 2007, among Westlake, WPT LLC, Westlake Polymers LLC, Westlake Petrochemicals LLC, Westlake Styrene LLC, the other subsidiary guarantors party thereto and The Bank of New York Trust Company, N.A. related to the 6 ¾% senior notes (incorporated by reference to Exhibit 4.7 to Westlakes Annual Report on Form 10-K for the year ended December 31, 2007, filed on February 20, 2008, File No. 1-32260) |
II-3
Exhibit |
Description | |||
4.9 | | Sixth Supplemental Indenture, dated as of July 17, 2012, among Westlake, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Westlakes Current Report on Form 8-K, filed with the Securities and Exchange Commission on July 16, 2012, File No. 1-32260) | ||
4.10 | | Seventh Supplemental Indenture, dated as of February 12, 2013, among Westlake, the Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.16 to Westlakes Annual Report on Form 10-K for the year ended December 31, 2012, filed on February 22, 2013, File No. 1-32260) | ||
4.11 | | Supplemental Indenture, dated as of May 1, 2013, among North American Specialty Products LLC, a Delaware limited liability company, Westlake, the other Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.2 to Westlakes Quarterly Report on Form 10-K, filed on July 31, 2013, File No. 1-32260) | ||
4.12 | | Supplemental Indenture, dated as of June 1, 2013, among Westlake Pipeline Investments LLC, a Delaware limited liability company, Westlake, the other Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.3 to Westlakes Quarterly Report on Form 10-K, filed on July 31, 2013, File No. 1-32260) | ||
4.13 | | Supplemental Indenture, dated as of June 1, 2013, among Westlake NG IV Corporation, a Delaware corporation, and Westlake NG V Corporation, a Delaware corporation, Westlake, the other Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee (incorporated by reference to Exhibit 4.4 to Westlakes Quarterly Report on Form 10-K, filed on July 31, 2013, File No. 1-32260) | ||
4.14*** | | Form of Registration Rights Agreement | ||
4.15*** | | Supplemental Indenture, dated as of July 17, 2014, among Westlake Chemical OpCo LP, a Delaware limited partnership, Westlake Chemical Corporation, a Delaware corporation, the other Subsidiary Guarantors (as defined therein) and The Bank of New York Mellon Trust Company, N.A., as trustee | ||
5.1*** | | Opinion of Vinson & Elkins L.L.P. as to the legality of the securities being registered | ||
8.1*** | | Opinion of Vinson & Elkins L.L.P. relating to tax matters | ||
10.1*** | | Form of Omnibus Agreement among Westlake Management Services, Inc., Westlake Vinyls Corporation, Westlake Chemical Partners GP LLC, Westlake Chemical Partners LP, WPT LLC, Westlake Petrochemicals LLC, Westlake Vinyls, Inc., Westlake Longview Corporation, Westlake Chemical OpCo GP LLC and Westlake Chemical OpCo LP | ||
10.2* | | Form of Services and Secondment Agreement by and between Westlake Chemical OpCo LP and Westlake Management Services, Inc., Westlake Vinyls, Inc., WPT LLC and Westlake Petrochemicals LLC | ||
10.3*** | | Form of Feedstock Supply Agreement between Westlake Petrochemicals LLC and Westlake Chemical OpCo LP | ||
10.4*** | | Form of Ethylene Sales Agreement between Westlake Chemical OpCo LP, WPT LLC, Westlake Vinyls, Inc. and Westlake Petrochemicals LLC | ||
10.5*** | | Form of Site Lease Agreement between Westlake Vinyls, Inc. and Westlake Chemical OpCo LP | ||
10.6*** | | Form of Site Lease Agreement between Westlake Petrochemical LLC and Westlake Chemical OpCo LP | ||
10.7*** | | Form of Amended and Restated Limited Partnership Agreement of Westlake Chemical OpCo LP | ||
10.8*** | | Unsecured Promissory Note between WPT LLC and Westlake Development Corporation |
II-4
Exhibit |
Description | |||
10.9 | | Unsecured Promissory Note between Westlake Vinyls, Inc. and Westlake Development Corporation | ||
10.10 | | Unsecured Promissory Note between Westlake Petrochemicals LLC and Westlake Development Corporation | ||
10.11 | | Third Amended and Restated Credit Agreement dated as of July 17, 2011 by and among the financial institutions party thereto, as lenders, Bank of America, N.A., as agent, and Westlake and certain of its domestic subsidiaries, as borrowers, relating to a $400.0 million senior secured revolving credit facility (incorporated by reference to Westlakes Current Report on Form 8-K, filed on July 17, 2014, File No. 1-32260) | ||
10.12*** | | Form of Westlake Chemical Partners LP Long-Term Incentive Plan | ||
10.13*** | | Form of Intercompany Revolving Credit Agreement between Westlake Chemical OpCo LP and Westlake Development Corporation | ||
10.14*** | | Form of Phantom Unit Agreement for Non-Employee Directors | ||
10.15*** | | Form of Intercompany IP Transfer Agreement by and between Westlake Management Services, Inc. and Westlake Chemical OpCo LP | ||
21.1*** | | List of Subsidiaries of Westlake Chemical Partners LP | ||
23.1*** | | Consent of PricewaterhouseCoopers LLP | ||
23.2*** | | Consent of Wood Mackenzie Limited | ||
23.3*** | | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 5.1) | ||
23.4*** | | Consent of Vinson & Elkins L.L.P. (contained in Exhibit 8.1) | ||
24.1*** | | Powers of Attorney (contained on signature page) |
* | Provided herewith. |
** | To be provided by amendment. |
*** | Previously provided. |
| The Unsecured Promissory Notes between Westlake Development Corporation and each of Westlake Vinyls, Inc. and Westlake Petrochemicals LLC are not filed because they are identical to Exhibit 10.10 except for the identity of the borrower. |
| Confidential status has been requested for certain portions thereof pursuant to a Confidential Treatment Request initially submitted on July 9, 2014. Such provisions have been filed separately with the Securities and Exchange Commission. |
+ | The schedules to this agreement have been omitted from this filing pursuant to Item 601(b)(2) of Regulation S-K. We will furnish copies of such schedules to the Securities and Exchange Commission upon request. |
II-5