As filed with the Securities and
Exchange Commission on January 10, 2019
Registration No. 333-213305
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Post-Effective Amendment No. 1 to
Form S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Valero Energy Partners LP
(Exact name of registrant as specified in its charter)
|
Delaware
|
90-1006559
|
|
(State or other jurisdiction of
|
(IRS Employer
|
|
incorporation or organization)
|
Identification No.)
|
One Valero Way
San Antonio, Texas 78249
(210) 345-2000
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
J. Stephen Gilbert
Vice President and Secretary
V
alero Energy Partners LP
One Valero Way
San Antonio, Texas 78249
(210) 345-2000
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Jeremy L. Moore
Baker Botts L.L.P.
910 Louisiana Street
Houston, Texas 77002
(713) 229-1234
Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being 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, other than securities offered only in connection with dividend or interest reinvestment plans, 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.D. 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.D. 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 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
|
☐
|
|
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 13(a) of the Exchange Act.
☐
EXPLANATORY NOTE
DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 relates to the Registration Statement on Form S-3 (the “Registration Statement”), File No.
333-213305, of Valero Energy Partners LP, a Delaware limited partnership (“VLP”), filed with the Securities and Exchange Commission on August 25, 2016. The Registration Statement registered the offer and sale from time to time of an indeterminate
number
of common units representing limited partner interests in VLP (“Common Units”), representing an aggregate maximum offering price not to exceed
$350,000,000.
On January 10, 2019, pursuant to the Agreement and Plan of Merger dated as of October 18, 2018 by and among Valero Energy Corporation, a
Delaware corporation (“VLO”), Forest Merger Sub, LLC, a Delaware limited liability company and indirect wholly owned subsidiary of VLO (“Merger Sub”), VLP and Valero Energy Partners GP LLC, a Delaware limited liability company and the general
partner of VLP, pursuant to which Merger Sub merged with and into VLP (the “Merger”), with VLP surviving the Merger and continuing to exist as a Delaware limited partnership and indirect wholly owned subsidiary of VLO. Each Common Unit issued and
outstanding immediately prior to the consummation of the Merger, other than Common Units owned by VLO and its subsidiaries, was converted into the right to receive $42.25 in cash.
In connection with the Merger, VLP has terminated all offerings of Common Units pursuant to the Registration Statement
. In accordance with an undertaking made by VLP 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 and remain unsold at the termination of such offering, VLP hereby removes from registration by means of this Post-Effective Amendment No. 1 all of such securities registered and remaining 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-3 and has duly caused this Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Antonio,
State of Texas, on January 10, 2019.
|
VALERO ENERGY PARTNERS LP
|
|
|
|
|
|
|
By:
|
Valero Energy Partners GP LLC,
|
|
|
|
its general partner
|
|
|
|
|
|
|
|
By:
|
/s/ Donna M. Titzman
|
|
|
|
Name:
|
Donna M. Titzman
|
|
|
|
Title:
|
Executive Vice President
|
|
|
|
|
and Chief Financial Officer
|
No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement in reliance upon Rule 478 under the Securities Act of
1933, as amended.