United States
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

Date of Report:  July 10, 2014

 

 

PetroLogistics LP

(Exact name of registrant as specified in its charter)

 

 

 

600 Travis Street, Suite 3250

Houston, TX 77002
(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code:  (713) 255-5990

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01 Other Events.

 

On July 10, 2014, PetroLogistics LP (the “Partnership”) issued a press release announcing that the Partnership and PetroLogistics Finance Corp. (“Finance Corp.” and together with the Partnership, the “Issuers”) have amended and extended the expiration time of their previously announced solicitation of consents (the “Consent Solicitation”) from holders of the Issuers’ outstanding 6.25% Senior Notes due 2020 (the “Notes”) to approve amendments to the indenture relating to the Notes to 5:00 p.m., New York City time, on July 23, 2014.  As set forth in the Consent Solicitation Statement dated June 24, 2014 (the “Consent Solicitation Statement”), as of 5:00 p.m., New York City time, on July 2, 2014 holders of the Notes are no longer able to withdraw their consents, whether given before or after that time.  The Consent Solicitation is being extended pursuant to a Consent Solicitation Statement Supplement dated July 10, 2014, which amends and supplements the Consent Solicitation Statement, the Consent Solicitation Statement Supplement dated July 2, 2014 and the press release dated July 7, 2014.

 

The Issuers are making the Consent Solicitation at the request and expense of Flint Hills Resources, LLC (“Flint Hills”), a subsidiary of Koch Industries, Inc. On May 27, 2014, the Company and its general partner entered into a definitive agreement to be acquired by Flint Hills (the “Merger”).

 

A copy of the press release is filed as Exhibit 99.1 hereto and incorporated by reference herein. The furnishing of the press release as an exhibit to this report does not constitute a solicitation of consents or proxies or an offer to sell or a solicitation of an offer to buy any security in connection with the Merger or otherwise.

 

Item 9.01. Financial Statements and Exhibits

 

Number		Exhibit
99.1		Press Release dated July 10, 2014

 

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SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	PETROLOGISTICS LP
	By:	PetroLogistics GP LLC,
		its general partner
	By:	/s/ Richard Rice
		Richard Rice
		Senior Vice President, General Counsel and Corporate Secretary

 

Date:  July 10, 2014

 

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EXHIBIT INDEX

 

Number		Exhibit
99.1		Press Release dated July 10, 2014

 

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