Navios Maritime Midstream Partners Inactive
Filed: 21 Dec 18, 4:01pm
As filed with the U.S. Securities and Exchange Commission on December 21, 2018
Registration StatementNo. 333-199235
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO FORMF-1
REGISTRATION STATEMENT NO.333-199235
UNDER
THE SECURITIES ACT OF 1933
NAVIOS MARITIME MIDSTREAM PARTNERS L.P.
(Exact name of registrant as specified in its charter)
| Republic of the Marshall Islands | 4412 | N/A | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification No.) |
7 Avenue de Grande Bretagne, Office 11B2
Monte Carlo, MC 98000 Monaco
(011) + (377) 9798-2140
(Address and telephone number of Registrant’s principal executive offices)
Trust Company of the Marshall Islands, Inc.
Trust Company Complex, Ajeltake Island
P.O. Box 1405
Majuro, Marshall Islands MH96960
(011) +30 210 429 3223
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
Todd E. Mason, Esq.
Thompson Hine LLP
335 Madison Avenue
12th Floor
New York, New York 10017
(212)908-3946 (telephone number)
(212)344-6101 (facsimile number)
Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement.
If 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 being 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, 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 an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
☐ Emerging Growth Company
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, 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. ☐
† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
This Post-Effective Amendment toForm F-1 relates to the following Registration Statement of Navios Maritime Midstream Partners L.P. (the “Registrant”) (the “Registration Statement”):
| • | Registration Statement on FormF-1(No. 333-199235), filed with the U.S. Securities and Exchange Commission on November 10, 2014, registering the offer and sale of up to an aggregate of 8,100,000 aggregate principal amount of common units. |
This Post-Effective Amendment to the Registration Statements is being filed solely for the purpose of deregistering any and all securities registered under the Registration Statement that remain unsold, if any. The Registrant intends to file a Form 15 notice that its registration of common equity under Section 15(d) of the Securities Act of 1934, as amended has been terminated.
The Registrant is filing this Post-Effective Amendment to the Registration Statement to terminate the effectiveness of the Registration Statement, and to remove from registration any and all of the securities previously registered under the Registration Statements that remain unsold as of the date hereof (if any). The Registration Statement is hereby amended, as appropriate, to reflect the deregistration of all such securities.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on FormF-1 and has duly caused this Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Piraeus, Country of Greece, on the 21st day of December, 2018.
NAVIOS MARITIME MIDSTREAM PARTNERS L.P. | ||
By: | /s/ Angeliki Frangou | |
Angeliki Frangou Chairman of the Board of Directors and Chief Executive Officer | ||
No other person is required to sign this Post-Effective Amendment No. 1 in reliance upon Rule 478 under the Securities Act of 1933, as amended.
SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REGISTRANT
Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly authorized representative of Navios Maritime Midstream Partners L.P. in the United States, has signed the Registration Statement in the City of Newark, State of Delaware on the 21st day of December, 2018.
| PUGLISI & ASSOCIATES | ||||
| By: | /s/ Donald J. Puglisi | |||
| Name: | Donald J. Puglisi | |||
| Title: | Managing Director | |||