UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 16, 2014

~~PetroLogistics~~Flint LPHills Resources Houston Chemical, LLC

(formerly known as PL Propylene LLC and as successor by merger to PetroLogistics LP) (Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation or organization)

001-35529

(Commission

File Number)

45-2532754

(IRS Employer

Identification No.)

4111 E. 37th St. North
Wichita, Kansas 67220-3203
(Address of principal executive office) (Zip Code)

(316) 828-5000
(Registrants’ telephone number, including area code)

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:

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))

Introductory Note

OnAs previously announced, on July 16, 2014, PetroLogistics LP, a Delaware limited partnership (“PetroLogistics”), completed its ~~previously announced~~ merger (the “Merger”) with FHR Propylene, LLC, a Delaware limited liability company (“~~Merger~~FHR ~~Sub~~Propylene”) and subsidiary of Flint Hills Resources, LLC, a Delaware limited liability company (“New Parent”)~~. The merger was completed in accordance with the Agreement and Plan of Merger and Membership Interest Transfer Agreement~~, dated as of May 27, 2014 (the “Merger Agreement”), by and among New Parent, Merger Sub, PetroLogistics, PetroLogistics GP LLC, a Delaware limited liability company and general partner of PetroLogistics (“General Partner” and together with PetroLogistics, the “MLP Entities”), and Propylene Holdings LLC, a Delaware limited liability company (“GP Holdings”). Pursuant to the Merger Agreement, Merger Sub merged with and into PetroLogistics with PetroLogistics surviving the Merger as an indirect subsidiary of New Parent. ~~The Merger and certain related transactions are described below.~~

~~ITEM~~Following ~~1.02~~the ~~Termination~~consummation of the Merger, New Parent effected an internal restructuring on July 16, 2014, pursuant to which the following transactions were consummated sequentially: (a) the ~~Material~~merger ~~Definitive~~(the “MLP Merger”) of PetroLogistics with and into PL Propylene LLC, a Delaware limited liability company and subsidiary of PetroLogistics (“PL Propylene” and, following the GP Merger (as defined below), “FHRHC”), pursuant to the Merger Agreement, dated as of July 16, 2014, by and between PetroLogistics and PL Propylene, and (b) the merger (the “GP Merger”) of PetroLogistics GP LLC, a Delaware limited liability company and the general partner of PetroLogistics (“General Partner”), with and into PL Propylene pursuant to the Merger Agreement, dated as of July 16, 2014, by and between General Partner and PL Propylene. FHRHC survived the MLP Merger and the GP Merger and assumed all of PetroLogistics’ and General Partner’s obligations by operation of law, including obligations to file reports with the Securities and Exchange Commission (“SEC”). All future SEC reporting obligations for PetroLogistics’ common units or voluntary reporting obligations for the Notes (as defined below) will be performed by FHRHC (CIK 0001577785). Following the MLP Merger and the GP Merger, FHRHC is an indirect subsidiary of New Parent.

~~Upon~~In ~~completion~~connection ofwith the MLP Merger, ~~PetroLogistics caused PL Propylene LLC, a Delaware limited liability company~~ and ~~subsidiary of PetroLogistics (“PL Propylene”), to terminate~~ the ~~existing~~GP ~~$170.0 million amended and restated credit agreement~~Merger, ~~dated~~on ~~as of March~~July 2816, ~~2013~~2014, ~~among~~ PL Propylene, asamended ~~borrower,~~its ~~PetroLogistics,~~certificate asof ~~parent,~~formation ~~the~~to ~~lenders~~change ~~party~~its ~~thereto,~~name ~~co-arrangers~~to ~~named~~Flint ~~therein,~~Hills ~~and~~Resources ~~Morgan~~Houston ~~Stanley Senior Funding~~Chemical, ~~Inc.,~~ ~~as sole lead arranger, administrative agent, collateral agent and swingline lender (the “Prior Credit Facility”)~~LLC. ~~With~~In ~~proceeds~~addition, ~~of loans borrowed by~~ PetroLogistics ~~under~~Finance ~~the New Credit Facility (as defined below)~~Corp., ~~all~~a ~~indebtedness,~~Delaware ~~liabilities~~corporation and ~~obligations~~subsidiary ~~(other than contingent reimbursement and indemnification obligations for which a claim had not been made as~~ of ~~the termination date) were paid in full~~FHRHC, ~~and~~amended ~~all~~its ~~commitments~~certificate of ~~the~~incorporation ~~lenders~~ to ~~extend~~change ~~credit~~its ~~under~~name ~~the~~to ~~Prior~~FHR ~~Credit~~Houston ~~Facility~~Chemical ~~were~~Finance ~~terminated in full~~Corp. No(“Finance ~~prepayment or early termination penalties or premiums were incurred as a result of the termination of the Prior Credit Facility~~Corp.”).

~~Prior~~ITEM to1.01 ~~the~~Entry ~~Merger, Merger Sub entered~~ into a ~~$290.0~~Material ~~million~~Definitive ~~unsecured revolving credit facility as the borrower with the lenders party thereto and FHR Liquidity Holdings I, LLC, as administrative agent (the “New Credit Facility”)~~Agreement. PetroLogistics (as successor by merger to Merger Sub) assumed the rights and obligations of Merger Sub under the New Credit Facility. The New Credit Facility matures on July 1, 2020. The lender under the New Credit Facility is an affiliate of New Parent. The lender’s obligations under the New Credit Facility, including the obligations to extend credit, are guaranteed by New Parent. The New Credit Facility is pari passu in right of payment with the outstanding 6.25% Senior Notes (the “Notes”) of PetroLogistics and PetroLogistics Finance Corp. (“Finance Corp.” and together with PetroLogistics, the “Issuers”).

~~The~~In ~~New~~connection ~~Credit~~with ~~Facility~~the ~~accrues~~MLP ~~interest,~~Merger atand the ~~election~~GP Merger, FHRHC and Finance Corp. entered into a Supplemental Indenture, dated as of July 16, 2014 (the ~~borrower~~“Supplemental Indenture”), atwith anWells ~~alternative~~Fargo ~~base~~Bank, ~~rate~~National orAssociation, ~~based~~as ontrustee ~~LIBOR~~(the “Trustee”), into ~~each~~amend ~~case~~the Indenture, ~~plus~~dated anas ~~applicable~~of ~~margin~~March 28, 2013 (the “Indenture”), among PetroLogistics and Finance Corp. In, ~~addition~~as issuers, ~~the~~PL ~~New~~Propylene, ~~Credit~~as ~~Facility~~guarantor, ~~also~~and ~~requires~~the ~~PetroLogistics~~Trustee, pursuant to ~~pay~~which anPetroLogistics ~~unused~~and ~~commitment~~Finance ~~fee~~Corp. ~~The~~issued ~~New~~$365.0 ~~Credit~~million ~~Facility~~in ~~contains~~principal ~~customary~~amount ~~affirmative~~of ~~and~~their ~~negative~~6.25% ~~covenants~~Senior ~~and~~Notes ~~events~~due 2020 (the “Notes”). Pursuant to the Supplemental Indenture, FHRHC, as the successor of ~~default~~PetroLogistics ~~for~~and ~~financings~~the General Partner, assumed the obligations of ~~this~~PetroLogistics ~~nature~~and ~~for~~the ~~investment~~General ~~grade~~Partner ~~borrowers~~under the Indenture and the Notes.

~~ITEM~~The ~~2.01~~foregoing ~~Completion~~description of ~~Acquisition~~the orSupplemental ~~Disposition~~Indenture does not purport to be complete and is qualified in its entirety by reference to the full text of ~~Assets~~the Supplemental Indenture which is attached hereto as Exhibit 4.1 and the contents thereof are incorporated herein by reference.

On July 16, 2014, the Merger was consummated and GP Holdings transferred to an indirect subsidiary of New Parent 100% of the issued and outstanding membership interests in General Partner (the “GP Equity Transfer”).

Upon the Merger and GP Equity Transfer becoming effective (the “Effective Time”), by virtue of the Merger and without any action on the part of the MLP Entities, (a) each equity interest in PetroLogistics representing a fractional part of the equity interests of all limited partners of PetroLogistics (each such equity interest, a “Common Unit”) issued and outstanding and owned by holders, other than the Sponsors and the Founding Unitholders (each as defined below), of Common Units (the “Public Unitholders”) immediately prior to the Effective Time was cancelled and converted automatically into the right to receive an amount in cash equal to $14.00, without interest and subject to any required withholding taxes (the “Public Merger Consideration”), and (b) each Common Unit issued and outstanding and owned by (i) YSOF Propylene Investor LLC, York Special Opportunities Fund AIV II, L.P., York Special Opportunities Fund (PIV-A), L.P., YSOF (PIV-B) SUB II, LLC, LG Propylene LLC, Lindsay Goldberg & Bessemer II AIV L.P., Lindsay Goldberg & Bessemer II-A AIV L.P., Lindsay

Goldberg & Bessemer II-A NNAIV L.P., Lindsay Goldberg & Bessemer II PIV AIV L.P., Lindsay Goldberg & Bessemer II-BT AIV L.P., Lindsay Goldberg Co-Investment II AIV L.P., Lindsay Goldberg Employee Co-Investment II, L.P., and Dean Ventures X, L.L.C. (collectively, the “Sponsors”), and (ii) David Lumpkins, Nathan Ticatch and a related family partnership and family trust (collectively, the “Founding Unitholders” and, together with the Sponsors and the Public Unitholders, the “Unitholders”) immediately prior to the Effective Time was cancelled and converted automatically into the right to receive an amount in cash equal to $12.00, without interest and subject to any required withholding taxes, in each case, upon the terms and subject to the conditions set forth in the Merger Agreement. No additional consideration was delivered in exchange for the GP Equity Transfer.

In addition, a one-time cash distribution of $0.40 per Common Unit, payable to the Unitholders of record on the day preceding the closing date of the Merger, was declared and made in accordance with the provisions of the Merger Agreement (the “Merger Related Distribution”).

Also as of the Effective Time, each phantom unit granted pursuant to the PetroLogistics Long Term Incentive Plan, adopted May 4, 2012 (collectively, the “Phantom Units”), outstanding as of immediately prior to the Effective Time, whether or not vested, (i) was canceled and converted into the right to receive from New Parent (through General Partner) an amount of cash equal to the Public Merger Consideration plus the Merger Related Distribution for each Phantom Unit that was issued and outstanding (the “Phantom Unit Consideration”), (ii) is no longer outstanding, and (iii) ceased to exist. Following the Effective Time, New Parent will cause the General Partner to pay the Phantom Unit Consideration to each holder of Phantom Units, upon the terms and subject to the conditions set forth in the Merger Agreement, in full satisfaction of all rights pertaining to the Phantom Units formerly outstanding.

No dissenters’ or appraisal rights were available, or will be available, with respect to the transactions contemplated by the Merger Agreement.

The foregoing description of the Merger, the GP Equity Transfer and the Merger Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K (this “Report”) and is incorporated into this Report by reference in its entirety.

ITEM 3.01 Notice of Delisting or Failure to Satisfy a Continued Delisting Rule or Standard; Transfer of Listing.

On July 16, 2014, in connection with completion of the Merger, PetroLogistics notified the New York Stock Exchange (the “NYSE”) of its intent to remove the Common Units from listing on the NYSE and requested that the NYSE file with the Securities and Exchange Commission (the “SEC”) an application on Form 25 to delist and deregister the Common Units under Section 12(b) of the Securities Exchange Act of 1934 (the “Exchange Act”). On July 16, 2014, the NYSE filed the Form 25 with the SEC. In addition, on July 16, 2014, PetroLogistics filed with the SEC a Form 15 with respect to the Notes, requesting that reporting obligations of the Issuers and PL Propylene under applicable provisions of the Exchange Act with respect to the Notes be suspended. In accordance with the terms of the Indenture governing the Notes (the “Indenture”), PetroLogistics will continue to file reports with the SEC. PetroLogistics intends to subsequently file with the SEC a Form 15 with respect to the Common Units.

ITEM 3.03 Material Modifications to Rights of Security Holders.

The ~~information~~disclosure set forth above under ~~Item~~the ~~2.01, Item~~caption ~~3.01~~“Introductory ~~and~~Note” ~~Item~~with ~~8.01~~respect ~~under~~to the ~~subheading~~MLP ~~“Covenant~~Merger ~~Termination~~and ~~under~~the ~~Indenture”~~GP ofMerger ~~this Report~~ is incorporated into this Item 3.03 by reference.

~~ITEM~~The 5disclosure set forth under Item 1.01 ~~Changes~~of inthis ~~Control~~Current Report on Form 8-K with respect to the assumption by FHRHC of ~~Registrant~~the obligations of PetroLogistics and the General Partner under the Indenture and the Notes is incorporated into this Item 3.03 by reference.

As a result of the Merger, a change in control of PetroLogistics occurred. The information set forth under Item 2.01 of this Report is incorporated into this Item 5.01 by reference. Merger Sub obtained the funds to effect the Merger and the other transactions contemplated by the Merger Agreement from the New Parent and its affiliates.1

ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

InFollowing ~~connection with~~ the ~~Merger,~~completion as of the ~~Effective~~MLP ~~Time,~~Merger ~~Jaime~~and ~~Buehl-Reichard,~~the ~~Alan~~GP ~~E. Goldberg~~Merger, ~~Lance~~Bradley LJ. ~~Hirt~~Razook, ~~Zalmie~~Anthony ~~Jacobs, Phillip D~~J. ~~Kramer,~~Sementelli ~~Robert~~and ~~D. Lindsay,~~ David ~~Lumpkins, Nathan Ticatch, John B~~C. ~~Walker,~~Dotson ~~Andrew~~were S.appointed ~~Weinberg~~the ~~and Hallie A. Vanderhider resigned as~~ members of the Board of ~~Directors~~Managers of ~~General~~FHRHC. In ~~Partner~~addition, ~~and~~Mr. Razook aswas ~~members~~appointed ofPresident ~~each~~and ~~committee~~Chief ofExecutive ~~the~~Officer ~~Board~~ of ~~Directors~~FHRHC, ~~on which they served immediately prior to the Effective Time~~Mr. In Sementelli ~~connection~~was ~~with~~appointed ~~the~~Chief ~~Merger,~~Financial asOfficer of ~~the~~FHRHC ~~Effective Time, David Lumpkins, Nathan Ticatch, Sharon Spurlin~~ and ~~Richard~~Mr. Dotson ~~Rice~~was ~~resigned~~appointed asChief ~~officers~~Operating Officer of ~~General Partner~~FHRHC.

~~Immediately~~The ~~following the Effective Time~~name, ~~Raffaele~~age G.and ~~Fazio~~principal ~~was~~occupation ~~appointed as the sole member~~ of ~~the~~each ~~Board~~ of ~~Directors and President of~~ the ~~General~~executive ~~Partner. Mr. Fazio,~~officers ~~age~~are ~~44,~~as ~~is currently the Deputy General Counsel-Corporate and Commercial of Koch Companies Public Sector, LLC. Mr. Fazio has been employed by affiliates of Koch Industries, Inc. for more than five years.~~follows:

~~The information set forth under Item 2~~Mr.01 Razook, ofage ~~this~~51, ~~Report~~President isand ~~incorporated~~Chief ~~into~~Executive ~~this~~Officer ~~Item~~of ~~5.02~~New ~~by reference.~~Parent;

Mr. Sementelli, age 51, Executive Vice President and Chief Financial Officer of New Parent; and

Mr. Dotson, age 47, Executive Vice President-Operations of New Parent.

Each of these individuals has been employed by an affiliate of Koch Industries, Inc. for more than five years.

ITEM 8.01 Other Events.

~~Payment~~In connection with the Merger, FHR Propylene entered into a $290.0 million unsecured revolving credit facility as the borrower with the lenders party thereto and FHR Liquidity Holdings I, LLC (“FHR Liquidity”), as administrative agent (the “New Credit Facility”). In connection with the Merger, PetroLogistics (as successor by merger to FHR Propylene) assumed the rights and obligations of FHR Propylene under the New Credit Facility. In connection with the MLP Merger, ~~Related~~FHRHC ~~Distribution~~(as successor by merger to PetroLogistics) assumed the rights and obligations of PetroLogistics under the New Credit Facility. The New Credit Facility matures on July 1, 2020. The lender under the New Credit Facility is an affiliate of New Parent. The New Credit Facility is pari passu in right of payment with the Notes.

AsThe ~~discussed~~New inCredit ~~Item~~Facility ~~2.01~~accrues interest, at the election of ~~this~~the ~~Report~~borrower, inat ~~connection~~an ~~with~~alternative ~~consummation~~base ofrate ~~the~~or ~~Merger~~based on LIBOR, ~~PetroLogistics~~in ~~declared~~each ~~and~~case, ~~made~~plus ~~the~~an ~~Merger~~applicable ~~Related~~margin. In ~~Distribution~~addition, ~~payable~~the toNew ~~holders~~Credit ofFacility ~~record~~also ofrequires ~~the~~FHRHC ~~Common~~to ~~Units~~pay onan ~~July 15,~~unused ~~2014~~commitment fee. The ~~Merger~~New ~~Related~~Credit ~~Distribution~~Facility iscontains ~~$0.40~~customary ~~per~~affirmative ~~Common~~and ~~Unit~~negative covenants and events of default for financings of this type by investment grade borrowers.

~~Covenant~~In ~~Termination~~connection with the Merger, FHR Propylene received a contribution in the form of a $500.0 million demand note receivable with New Parent (the “Demand Note”), which is payable by the New Parent. In connection with the Merger, PetroLogistics (as successor by merger to FHR Propylene) assumed the rights of FHR Propylene under the Demand Note. In connection with the MLP Merger, FHRHC (as successor by merger to PetroLogistics) assumed the rights of PetroLogistics under the Demand Note. FHRHC may call for repayment as needed to pay amounts due to holders of the Notes issued under the Indenture. The New Parent must prepay the Demand Note in each of the following circumstances:

~~In connection with~~ (1) the ~~consummation~~Demand ofNote ~~the~~must ~~Merger~~be ~~and~~prepaid ~~other~~in ~~transactions~~an ~~and~~aggregate ~~agreements~~amount ~~related~~equal ~~thereto,~~to ~~including~~any ~~entry~~principal ~~into~~or ~~the~~interest ~~New~~payment ~~Credit~~that ~~Facility,~~FHRHC ~~the~~fails ~~ratings~~to ofmake on the Notes ~~have~~in ~~been~~accordance ~~upgraded~~with bythe ~~Standard &~~Indenture ~~Poor’s~~if ~~Ratings~~such ~~Services~~payment ~~from~~has Bnot tobeen ~~AA-~~made ~~and~~on bythe ~~Moody’s~~20th ~~Investors~~day ~~Service~~after ~~from~~FHRHC B2receives towritten ~~A3,~~notice ~~in each case on July 16, 2014. As a result,~~ under ~~Section 4.19 of~~ the ~~Indenture,~~Demand ~~dated~~Note as of ~~March 28,~~such ~~2013,~~failure ~~among~~from the ~~Issuers,~~Trustee PL(any ~~Propylene,~~prepayment asrequired ~~guarantor, and Wells Fargo Bank, National Association,~~ as ~~trustee,~~described ~~certain covenants~~ in ~~the~~this ~~Notes~~clause ~~are~~(1) is noreferred ~~longer applicable~~ to ~~the Notes~~ as ofa ~~such~~“Default ~~date.~~Mandatory Prepayment”);

(2) the Demand Note must be prepaid in full if a major casualty loss occurs and the New Parent elects not to repair or rebuild the Company’s operating facility; and

(3) the Demand Note must be prepaid in the amount of any payment due on the Notes (whether principal, interest, make-whole premium or otherwise) if FHRHC requests such payment.

FHRHC must cause the proceeds of any such prepayment to be applied to the payment of the Notes (the “Note Application Requirement”). The Trustee is a third party beneficiary of the Default Mandatory Prepayment and Note Application Requirement provisions of the Demand Note, entitled to enforce such provisions if FHRHC and the New Parent do not comply with the terms of such provisions.

In connection with the Merger, FHR Propylene entered into a master sales agreement (the “Master Sales Agreement”) with Flint Hills Resources, LP, an affiliate of the New Parent (“FHRLP”). In connection with the Merger, PetroLogistics (as successor by merger to FHR Propylene) assumed the rights and obligations of FHR Propylene under the Master Sales Agreement. In connection with the MLP Merger, FHRHC (as successor by merger to PetroLogistics) assumed the rights and obligations of PetroLogistics under the Master Sales Agreement. The Master Sales Agreement effectively obligates FHRLP (1) to supply up to 75% of feedstock requirements of FHRHC or pay FHRHC for its lost production margin and (2) to purchase or pay for 100% of the propylene production of FHRHC, priced at the higher of (a) propylene market index price less $0.038 per pound or (b) the propane market index price plus $0.15 per pound.

The performance of FHRLP’s obligations under the Master Sales Agreement and the Master Services Agreement and the performance of FHR Liquidity’s obligations under the New Credit Facility are guaranteed by the New Parent pursuant to a separate agreement.

ITEM 9.01 Financial Statements and Exhibits.

Exhibit Index

Exhibit No.		Description
Exhibit No		Description
2.1		Agreement and Plan of Merger and Membership Interest Transfer Agreement, dated as of May 27, 2014, by and among PetroLogistics LP, PetroLogistics GP LLC, Propylene Holdings LLC, Flint Hills Resources, LLC, and FHR Propylene, LLC (incorporated herein by reference to Exhibit 2.1 to the Current Report on Form 8-K for PetroLogistics LP, filed May 28, 2014).
4.1		First Supplemental Indenture, dated as of July 16, 2014, among Flint Hills Resources Houston Chemical, LLC, FHR Houston Chemical Finance Corp. and Wells Fargo Bank, National Association.

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 thereunto duly authorized.

	PETROLOGISTICS LP
	FLINT HILLS RESOURCES HOUSTON CHEMICAL, LLC
	By:	PetroLogistics GP LLC,
	(formerly known as PL Propylene LLC and
		Its General Partner
	as successor to PetroLogistics LP)
Dated: July 16, 2014	By:	/s/ Raffaele G. Fazio
Dated: July 22, 2014
	Name: Raffaele G. Fazio Title: President
		By:	/s/ Alan D. Hallock
		Name:	Alan D. Hallock
		Title:	Secretary

SIGNATURE PAGE TO JULY 1622, 2014 FORM 8-K

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