UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 15
CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION
UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934
OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934.
Commission File Number: 333-213548-06
GVGP, INC.
(Exact name of registrant as specified in its charter)
See Schedule A for Additional Registrants
2801 Post Oak Boulevard, Suite 600
Houston, Texas 77056
(713) 960-9111
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Guarantee of Westlake Chemical Corporation’s 6.50% Senior Notes due 2029
Guarantee of Westlake Chemical Corporation’s 6.50% Senior Notes due 2035
Guarantee of Westlake Chemical Corporation’s 6.50% Senior Notes due 2035
Guarantee of Westlake Chemical Corporation’s 3.600% Senior Notes due 2022
Guarantee of Westlake Chemical Corporation’s 3.600% Senior Notes due 2026
Guarantee of Westlake Chemical Corporation’s 5.000% Senior Notes due 2046
Guarantee of Westlake Chemical Corporation’s 3.50% Senior Notes due 2032
Guarantee of Westlake Chemical Corporation’s 4.375% Senior Notes due 2047
(Title of each class of securities covered by this Form)
None
(Titles of all other classes of securities for which a duty to file reports under section 13(a) or 15(d) remains)
Please place an X in the box(es) to designate the appropriate rule provision(s) relied upon to terminate or suspend the duty to file reports:
| Rule 12g-4(a)(1) | ☐ | |
| Rule 12g-4(a)(2) | ☐ | |
| Rule 12h-3(b)(1)(i) | ☒ | |
| Rule 12h-3(b)(1)(ii) | ☐ | |
| Rule 15d-6 | ☐ | |
| Rule 15d-22(b) | ☐ |
Approximate number of holders of record as of the certification or notice date: None*
| * | Effective July 24, 2018, each of the registrants was automatically released and relieved from its respective obligations under the Guarantees of the series of Senior Notes of Westlake Chemical Corporation noted above (collectively, the “Guarantees”) and the Guarantees were terminated. Accordingly, all of the Guarantees ceased to be outstanding effective July 24, 2018 and there are currently no holders of the Guarantees. Also, on September 20, 2018, Westlake Chemical Corporation and each of the registrants filed Post-Effective Amendment No. 2 to the Registration Statement on Form S-3 (Registration No. 333-174406) and, upon filing of Post-Effective Amendment No. 2, the Guarantees of Debt Securities covered by such Registration Statement were de-registered. |
SCHEDULE A – ADDITIONAL REGISTRANTS**
| Exact Name of Registrant as Specified in its Charter |
State or Other Jurisdiction of Incorporation or Organization |
Commission File No. | ||
| Westlake Chemical Investments, Inc. |
Delaware | 333-213548-35 | ||
| Westlake Chemical Vinyls LLC (formerly Westlake Geismar Power Company LLC) |
Delaware | 333-213548-34 | ||
| Westlake Longview Corporation |
Delaware | 333-213548-33 | ||
| Westlake Management Services, Inc. |
Delaware | 333-213548-32 | ||
| Westlake NG I Corporation |
Delaware | 333-213548-31 | ||
| Westlake Olefins Corporation |
Delaware | 333-213548-30 | ||
| Westlake Polymers LLC |
Delaware | 333-213548-28 | ||
| Westlake Chemical Energy LLC (formerly Westlake Resources Corporation) |
Delaware | 333-213548-04 | ||
| Westlake Styrene LLC |
Delaware | 333-213548-27 | ||
| Westlake Vinyl Corporation |
Delaware | 333-213548-25 | ||
| Westlake Vinyls Company LP |
Delaware | 333-213548-24 | ||
| Westlake Vinyls, Inc. |
Delaware | 333-213548-23 | ||
| WPT LLC |
Delaware | 333-213548-22 | ||
| Westlake Petrochemicals LLC |
Delaware | 333-213548-21 | ||
| Westech Building Products (Evansville) LLC |
Delaware | 333-213548-20 | ||
| North American Specialty Products LLC |
Delaware | 333-213548-19 | ||
| Lagoon LLC |
Delaware | 333-213548-18 | ||
| Axiall Corporation |
Delaware | 333-213548-17 | ||
| Axiall Holdco, Inc. |
Delaware | 333-213548-16 | ||
| Axiall Noteco, Inc. |
Delaware | 333-213548-15 | ||
| Axiall, LLC |
Delaware | 333-213548-02 | ||
| Eagle Natrium LLC |
Delaware | 333-213548-14 | ||
| Eagle Spinco Inc. |
Delaware | 333-213548-12 | ||
| Eagle US 2 LLC |
Delaware | 333-213548-11 | ||
| Plastic Trends, Inc. |
Michigan | 333-213548-08 | ||
| Rome Delaware Corporation |
Delaware | 333-213548-07 | ||
| Royals Building Products (USA) Inc. |
Delaware | 333-213548-38 |
| ** | The address and telephone number of each additional registrant’s principal executive office is 2801 Post Oak Boulevard, Suite 600, Houston, Texas 77056, Telephone (713) 960-9111. |
The following co-registrants to Westlake Chemical Corporation’s Automatic Shelf Registration Statement on Form S-3 (File No. 333-213548) filed with the Securities and Exchange Commission (the “SEC”) on September 8, 2016, and amended by Post-Effective Amendment No. 1 filed with the SEC on April 10, 2017 are no longer in existence and have been omitted as Additional Registrants to this Form 15: (i) Geismar Holdings, Inc. merged into Westlake Vinyl Corporation on April 28, 2017; (ii) Westlake Pipeline Investments LLC was dissolved on May 5, 2017; (iii) Westlake PVC Corporation merged into Westlake Vinyls Inc. on September 7, 2017; (iv) Westlake Supply and Trading Company merged into Westlake Petrochemicals LLC on May 5, 2017; (v) Axiall Ohio, Inc., Eagle Pipeline, Inc. and PHH Monomers, L.L.C. merged into Eagle US 2 LLC on May 5, 2017; (vi) Eagle Holdco 3 LLC merged into Eagle US 2 LLC on August 4, 2017; (vii) Georgia Gulf Lake Charles, LLC merged into Axiall, LLC on July 7, 2017; and (viii) Royal Plastics Group (U.S.A.) LLC merged into Royal Building Products (USA) Inc. on September 30, 2017.
Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has caused this certification/notice to be signed on its behalf by the undersigned duly authorized person.
Date: September 20, 2018
| GVGP, INC. WESTLAKE CHEMICAL INVESTMENTS, INC. WESTLAKE LONGVIEW CORPORATION WESTLAKE MANAGEMENT SERVICES, INC. WESTLAKE NG I CORPORATION WESTLAKE OLEFINS CORPORATION WESTLAKE VINYL CORPORATION WESTLAKE VINYLS, INC. AXIALL CORPORATION AXIALL HOLDCO, INC. AXIALL NOTECO, INC. AXIALL, LLC EAGLE NATRIUM LLC EAGLE SPINCO INC. EAGLE US 2 LLC ROME DELAWARE CORPORATION ROYAL BUILDING PRODUCTS (USA) INC. | ||
| By: | /s/ Albert Chao | |
| Name: Albert Chao | ||
| Title: President | ||
| PLASTIC TRENDS, INC. | ||
| By: | /s/ Albert Chao | |
| Name: Albert Chao | ||
| Title: Chief Executive Officer | ||
| WESTLAKE POLYMERS LLC WESTLAKE STYRENE LLC WPT LLC WESTLAKE PETROCHEMICALS LLC
BY WESTLAKE CHEMICAL INVESTMENTS, INC., ITS MANAGER | ||
| By: | /s/ Albert Chao | |
| Name: Albert Chao | ||
| Title: President | ||
| WESTLAKE VINYLS COMPANY LP
BY GVGP, INC. ITS GENERAL PARTNER | ||
| By: | /s/ Albert Chao | |
| Name: Albert Chao | ||
| Title: President | ||
| LAGOON LLC | ||
| BY WESTLAKE CHEMICAL CORPORATION ITS MANAGING MEMBER | ||
| By: | /s/ Albert Chao | |
| Name: Albert Chao | ||
| Title: President | ||
| WESTLAKE CHEMICAL VINYLS LLC WESTLAKE CHEMICAL ENERGY LLC
BY WESTLAKE NG I CORPORATION ITS MANAGER | ||
| By: | /s/ Albert Chao | |
| Name: Albert Chao | ||
| Title: President | ||
| WESTECH BUILDING PRODUCTS (EVANSVILLE) LLC
BY WESTECH BUILDING PRODUCTS, INC., ITS MANAGER | ||
| By: | /s/ Albert Chao | |
| Name: Albert Chao | ||
| Title: President | ||
| NORTH AMERICAN SPECIALTY PRODUCTS LLC
BY NORTH AMERICAN PIPE CORPORATION, ITS MANAGER | ||
| By: | /s/ Robert F. Buesinger | |
| Name: Robert F. Buesinger | ||
| Title: President | ||
Instruction: This form is required by Rules 12g-4, 12h-3, 15d-6 and 15d-22 of the General Rules and Regulations under the Securities Exchange Act of 1934. The registrant shall file with the Commission three copies of Form 15, one of which shall be manually signed. It may be signed by an officer of the registrant, by counsel or by any other duly authorized person. The name and title of the person signing the form shall be typed or printed under the signature.