WLKP Westlake Chemical Partners LP

As filed with the Securities and Exchange Commission on May 10, 2024

Registration No. 333-198233

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1

to

Form S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

WESTLAKE CHEMICAL PARTNERS LP

(Exact name of registrant as specified in its charter)

WESTLAKE CHEMICAL PARTNERS LP

LONG-TERM INCENTIVE PLAN

(As Amended and Restated Effective May 8, 2024)

(Full title of the plan)

L. Benjamin Ederington

Executive Vice President, Performance and Essential Materials,

General Counsel, Chief Administrative Officer and Director

Westlake Chemical Partners GP LLC

2801 Post Oak Boulevard, Suite 600

Houston, Texas 77056

(713) 585-2900

(Name, Address and Telephone Number, Including Area Code, of Agent for Service)

Copies to:

Timothy S. Taylor

Carina L. Antweil

Baker Botts L.L.P.

910 Louisiana Street

Houston, Texas 77002

(713) 229-1234

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.

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 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

On August 19, 2014, Westlake Chemical Partners LP (the “Registrant” or the “Partnership”) filed a Registration Statement on Form S-8 (File No. 333-198233) (the “Registration Statement”) with the Securities and Exchange Commission (the “Commission”) relating to the registration of 1,270,000 common units representing limited partner interests (“Common Units”) issuable pursuant to awards granted under the Westlake Chemical Partners LP Long-Term Incentive Plan (the “Prior Plan”).

This Post-Effective Amendment No. 1 to the Registration Statement (this “Post-Effective Amendment”) is being filed by the Registrant to reflect the amendment and restatement of the Westlake Chemical Partners LP Long-Term Incentive Plan as of May 8, 2024 (the “2024 Plan”), which extended the duration of the Prior Plan for ten years. The 2024 Plan was adopted by the board of directors of Westlake Chemical Partners GP LLC, a Delaware limited liability company and the general partner (the “General Partner”) of the Registrant, and approved by the Registrant’s unitholders at its special meeting of unitholders held on May 8, 2024 (the “Special Meeting”).

Upon unitholder approval of the 2024 Plan, the Partnership’s authority to grant new awards under the Prior Plan terminated and 1,198,853 Common Units that had been available for new award grants under the Prior Plan immediately prior to the Special Meeting became available for grants under the 2024 Plan. As provided in the 2024 Plan, any Common Units subject to awards outstanding under the Prior Plan that are forfeited, cancelled, exercised, settled in cash or otherwise terminate or expire without the actual delivery of Common Units pursuant to such award, or any Common Units under an award that are held back to cover the exercise price or tax withholding, are available to satisfy future awards under the 2024 Plan. As of the date of the Special Meeting, a total of 18,564 Common Units were subject to awards then outstanding under the Prior Plan.

The filing fee for the registration of the offer of Common Units under the 2024 Plan was paid in full upon the filing of the Registration Statement. Pursuant to the Commission’s Compliance and Disclosure Interpretation 126.43, no filing fee is due upon the filing of this Post-Effective Amendment.

Except to the extent specified herein, the Registration Statement as previously filed is not amended or otherwise affected by this Post-Effective Amendment thereto.

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Note: The document(s) containing the information concerning the 2024 Plan required by Item 1 of Form S-8 and the statement of availability of registrant information and any other information required by Item 2 of Form S-8 will be sent or given to participants as specified by Rule 428 under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with Rule 428 and the requirements of Part I of Form S-8, such documents are not being filed with the Commission either as part of the Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. The Registrant shall maintain a file of such documents in accordance with the provisions of Rule 428. Upon request, the Registrant shall furnish to the Commission or its staff a copy or copies of all of the documents included in such file.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. Incorporation of Documents by Reference.

The following documents have been filed with the Commission by the Partnership (File No. 001-36567) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and are hereby incorporated in the Registration Statement by reference:

All documents filed with the Commission by the Partnership pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act (excluding information deemed to be furnished and not filed with the Commission) subsequent to the date hereof and prior to the filing of another post-effective amendment to the Registration Statement which indicates that all securities offered hereby have been sold, or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.

Any statement contained herein or incorporated by reference herein shall be deemed to be modified or superseded for purposes of the Registration Statement to the extent that a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as modified or superseded, to constitute a part of the Registration Statement.

ITEM 4. Description of Securities.

Not applicable.

ITEM 5. Interests of Named Expert and Counsel.

Not applicable.

ITEM 6. Indemnification of Directors and Officers.

Subject to any terms, conditions, or restrictions set forth in the Registrant’s First Amended and Restated Agreement of Limited Partnership, as amended (the “Partnership Agreement”), Section 17-108 of the Delaware Revised Uniform Limited Partnership Act empowers a Delaware limited partnership to indemnify and hold harmless any partner or other persons from and against any and all claims and demands whatsoever.

Section 7.7(a) of the Partnership Agreement provides that the Registrant will indemnify and hold harmless the following persons, in most circumstances, to the fullest extent permitted by law, from and against all losses, claims, damages, liabilities (joint or several) expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which such person may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an indemnitee and acting (or refraining to act) in such capacity:

Any indemnification under these provisions will be made only out of the assets of the Registrant. Unless the General Partner agrees otherwise, the General Partner will not be personally liable for, or have any obligation to contribute or loan any monies or property to the Registrant to enable it to effectuate, such indemnification.

Section 7.7(d) of the Partnership Agreement states that the Registrant may purchase and maintain (or reimburse the General Partner or its affiliates for the cost of) insurance, on behalf of the General Partner, its affiliates and such other persons as the General Partner determines, covering liabilities that may be asserted against, or expense that may be incurred by, such persons in connection with the Registrant’s activities or such person’s activities on behalf of the Registrant, regardless of whether the Registrant would have the power to indemnify such person against such liabilities under the Partnership Agreement.

Subject to any terms, conditions or restrictions set forth in the First Amended and Restated Limited Liability Company Agreement of Westlake Chemical Partners GP LLC (the “LLC Agreement”), Section 18-108 of the Delaware Limited Liability Company Act provides that a Delaware limited liability company may indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever.

Section 5.10 of the LLC Agreement provides that the General Partner will indemnify and hold harmless the following persons, in most circumstances, to the fullest extent permitted by law, from and against any and all losses, claims, damages, liabilities, joint or several, expenses (including legal fees and expenses), judgments, fines, penalties, interest, settlements or other amounts arising from any and all threatened, pending or completed claims, demands, actions, suits or proceedings, whether civil, criminal, administrative or investigative, and whether formal or informal and including appeals, in which any such person may be involved, or is threatened to be involved, as a party or otherwise, by reason of its status as an indemnitee and acting (or refraining to act) in such capacity:

The General Partner may purchase and maintain (or reimburse its affiliates for the cost of) insurance, on behalf of the General Partner, its affiliates, any indemnitee described in the previous five bullets and such other persons as the General Partner determines, covering liabilities that may be asserted against, or expense that may be incurred by, such persons in connection with the General Partner’s activities or such person’s activities on behalf of the General Partner, regardless of whether the General Partner would have the power to indemnify such person against such liability under the LLC Agreement.

The General Partner may enter into indemnity agreements with each of its current directors and officers to give such persons additional contractual assurances regarding the scope of the indemnification set forth in the LLC Agreement and to provide additional procedural protections.

The 2024 Plan provides that the committee that administers the 2024 Plan (the “Committee”) and all members thereof are entitled to, in good faith, rely or act upon any report or other information furnished to them by any officer or employee of the Registrant, the General Partner, any of their affiliates, the Registrant’s or General Partner’s legal counsel, independent auditors, consultants or any other agents assisting in the administration of this Plan. Members of the Committee and any officer or employee of the General Partner, the Registrant, or any of their affiliates acting at the direction or on behalf of the Committee shall not be personally liable for any action or determination taken or made in good faith with respect to the 2024 Plan, and shall, to the fullest extent permitted by law, be indemnified and held harmless by the General Partner with respect to any such action or determination.

ITEM 7. Exemption from Registration Claimed.

Not applicable.

ITEM 8. Exhibits.

The following documents are filed as part of the Registration Statement or incorporated by reference herein:

ITEM 9. Undertakings.

provided, however, that the undertakings set forth in paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.

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 Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on May 10, 2024.

POWER OF ATTORNEY

Each person whose signature appears below appoints Albert Chao, M. Steven Bender and L. Benjamin Ederington, and each of them severally, as his or her true and lawful attorney or attorneys-in-fact and agent or agents, with full power to act with or without the others and with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to the Registration Statement, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority, to do and perform in the name and on behalf of each undersigned, in any and all capacities, each and every act and thing necessary or desirable to be done, in all intents and purposes and as fully as he or she might or could do in person, hereby ratifying, approving and confirming all that said attorneys-in-fact and agents, and each of them, or the substitute or substitutes of any or all of them, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment to the Registration Statement has been signed by the following persons in the capacities indicated on May 10, 2024.

Exhibit 5.2

		910 LOUISIANA HOUSTON, TEXAS 77002-4995   TEL +1 713.229.1234  FAX +1 713.229.1522 BakerBotts.com		AUSTIN BRUSSELS DALLAS DUBAI HOUSTON  LONDON		NEW YORK PALO ALTO RIYADH SAN FRANCISCO SINGAPORE WASHINGTON

May 10, 2024

Westlake Chemical Partners LP

2801 Post Oak Boulevard, Suite 600

Houston, Texas 77056

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (File No. 333-198233) (the “Registration Statement”) of Westlake Chemical Partners LP, a Delaware limited partnership (the “Partnership”), filed on August 19, 2014 with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to 1,270,000 common units representing limited partnership interests in the Partnership (“Common Units”) issuable pursuant to awards granted under the Westlake Chemical Partners LP Long-Term Incentive Plan (the “Prior Plan”).

On May 8, 2024 (the “Effective Date”), the unitholders of the Partnership approved the amendment and restatement of the Prior Plan (as amended and restated, the “2024 Plan”), which replaced and succeeded the Prior Plan. The aggregate number of Common Units available for issuance under the 2024 Plan is (i) 1,198,853 Common Units that have been previously registered and remain available for issuance under the Prior Plan as of the Effective Date, plus (ii) the number of Common Units subject to awards outstanding under the Prior Plan that are forfeited, cancelled, exercised, settled in cash or otherwise terminate or expire without the actual delivery of Common Units pursuant to such awards, or any Common Units under an award that are held back to cover the exercise price or tax withholding, and again become available for issuance under the terms of the Prior Plan from and after the Effective Date. As of the Effective Date, 1,142,230 Common Units previously registered under the Registration Statement remain available for issuance under the Prior Plan, and will be carried over from the Prior Plan to the 2024 Plan for issuance under the 2024 Plan (such Common Units, the “Rollover Units”). As set forth in the Partnership’s Post-Effective Amendment No. 1 to the Registration Statement (the “Post-Effective Amendment”), certain legal matters in connection with the Rollover Units subject to original issuance by the Partnership therewith are being passed upon for you by us. At your request, this opinion letter is being furnished to you for filing as Exhibit 5.2 to the Post-Effective Amendment.

In our capacity as your counsel in the connection referred to above, we have examined originals, or copies certified or otherwise identified, of (i) the Partnership’s Certificate of Limited Partnership and First Amended and Restated Agreement of Limited Partnership, as amended to date, (ii) the Prior Plan, (iii) the 2024 Plan, (iv) the records of the Partnership, including certain resolutions adopted by the Board of Directors of Westlake Chemical Partners GP LLC, the general partner of the Partnership (the “General Partner”), as furnished to us by you, (v) the Registration Statement and the Post-Effective Amendment, including the exhibits contained therein, relating to the Rollover Units, (vi) certificates of public officials and of representatives of the Partnership and the General Partner and (vii) statutes and other instruments and documents as a basis for the opinions hereinafter expressed. In giving such opinions, we have relied, to the extent we deem appropriate without independent investigation or verification, upon certificates, statements and other representations of officers of the General Partner and of public officials with respect to the accuracy of the material factual matters contained therein or covered thereby. In giving the opinions below, we have assumed, without independent investigation, that the signatures on all documents examined by us are genuine, that all documents submitted to us as originals are accurate and complete, that all documents submitted to us as copies are true, correct and complete copies of the originals thereof and that all information submitted to us is accurate and complete.

On the basis of the foregoing, and subject to the assumptions, limitations and qualifications set forth herein, we are of the opinion that, in the case of Rollover Units to be originally issued by the Partnership pursuant to the provisions of the 2024 Plan and any applicable award agreement (and any related instrument) duly adopted under and in accordance with the terms and conditions of the 2024 Plan (each, an “Award Agreement”), following the due authorization and the due grant of a particular award thereunder by the Board of Directors of the General Partner or such committee as designated by the Board of Directors of the General Partner (the “Administrator”) as provided in and in accordance with the 2024 Plan, the Rollover Units issuable pursuant to such award will have been duly authorized by all necessary action on the part of the Partnership. Upon issuance and delivery of such Rollover Units from time to time pursuant to the terms of such award for the consideration established pursuant to the terms of the 2024 Plan and otherwise in accordance with the terms and conditions of any applicable Award Agreement, including, if applicable, the lapse of any restrictions relating thereto, the satisfaction of any performance conditions associated therewith and any requisite determinations by or pursuant to the authority of the Administrator as provided therein, such Rollover Units will be validly issued, and purchasers of Common Units will have no obligation to make further payments for their purchase of Common Units or contributions to the Partnership solely by reason of their ownership of Common Units or their status as limited partners of the Partnership, except as may be limited by Sections 17-303, 17-607 and 17-804 of the Delaware Revised Uniform Limited Partnership Act.

The opinions set forth above in this letter are limited to the original issuance of Rollover Units by the Partnership and do not cover Rollover Units delivered by the Partnership following reacquisition of the same by the Partnership. The opinions set forth above in this letter are limited in all respects to matters of the laws of the State of Delaware, as in effect on the date hereof.

We hereby consent to the filing of this opinion letter with the Commission as Exhibit 5.2 to the Post-Effective Amendment. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission thereunder.

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (Registration No. 333-198233) of Westlake Chemical Partners LP (the “Partnership”) of our report dated February 28, 2024 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2023.