On October 30, 2017, Arc Logistics Partners LP, a Delaware limited
partnership (MLP), issued a press release announcing that it has filed a definitive proxy statement with the Securities and Exchange Commission (SEC) for the special meeting of its common unitholders to consider and vote on a
proposal to approve the previously announced Purchase Agreement and Plan of Merger (the Merger Agreement), dated as of August 29, 2017, by and among MLP, Arc Logistics GP LLC, Lightfoot Capital Partners GP LLC, Lightfoot Capital
Partners, LP, Zenith Energy U.S., L.P., Zenith Energy U.S. GP, LLC, Zenith Energy U.S. Logistics Holdings, LLC, and Zenith Energy U.S. Logistics, LLC, and the merger contemplated thereby.
The special meeting will be held on December 18, 2017 at 11:00 a.m. Eastern time at 666 Fifth Avenue, 26th Floor, New York, New York
10103. MLP expects to commence mailing the definitive proxy statement and other related proxy materials on or about October 30, 2017 to MLP common unitholders of record as of October 20, 2017. Only MLP common unitholders of record at the
close of business on October 20, 2017 will be entitled to vote at the special meeting. The deadline for MLP common unitholders to submit their proxy is 11:59 p.m. Eastern time on December 17, 2017.
The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form
8-K
and is
incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form
8-K
contains forward-looking statements. Certain expressions
including believe, expect, intends, or other similar expressions are intended to identify MLPs current expectations, opinions, views or beliefs concerning future developments and their potential effect on
MLP. While management believes that these forward-looking statements are reasonable when made, there can be no assurance that future developments affecting MLP will be those that it anticipates. The forward-looking statements involve significant
risks and uncertainties (some of which are beyond MLPs control) and assumptions that could cause actual results to differ materially from MLPs historical experience and its present expectations or projections. Additional information
concerning factors that could cause MLPs actual results to differ can be found in MLPs public periodic filings with the SEC, including MLPs Annual Report on Form
10-K
for the year ended
December 31, 2016 and any updates thereto in MLPs subsequent Quarterly Reports on Form
10-Q
and Current Reports on Form
8-K.
Among other risks and uncertainties, there can be no guarantee that the proposed transactions will be completed, or if they are completed, the
time frame in which they will be completed. The proposed transactions are subject to the satisfaction of certain conditions contained in the Merger Agreement. The failure to complete the proposed transactions could disrupt certain of MLPs
plans, operations, business and employee relationships.
These factors are not necessarily all of the important factors that could cause
actual results to differ materially from those expressed in any of the forward-looking statements contained herein. Other unknown or unpredictable factors could also have material adverse effects on MLPs future results. Readers are cautioned
not to place undue reliance on forward-looking statements, which speak only as of the date thereof. MLP undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new
information, future events or otherwise.
Additional Information and Where to Find It
This communication may be deemed to be solicitation material in respect of the proposed transactions. MLP has filed with the SEC and will
furnish to MLPs unitholders a proxy statement and other relevant documents.
BEFORE MAKING ANY VOTING DECISION, MLPS UNITHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH
THE PROPOSED TRANSACTIONS OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTIONS.
Investors and unitholders will be able to obtain, free of charge, a copy of the proxy statement and other relevant documents filed with the
SEC from the SECs website at http://www.sec.gov. In addition, the proxy statement and
MLPs Annual Report on Form
10-K,
Quarterly Reports on Form
10-Q,
Current Reports on Form
8-K
and amendments to those reports filed or furnished pursuant to Section 13(a) or 14(d) of the Exchange Act will be available free of charge through MLPs website at http://arcxlp.com/ as soon as
reasonably practicable after they are electronically filed with, or furnished to, the SEC.
Participants in the Solicitation
MLP and its directors and executive officers may be deemed to be participants in the solicitation of proxies from the unitholders of MLP in
connection with the proposed transactions. Information about the directors and executive officers of MLP is set forth in MLPs Annual Report on Form
10-K
filed with the SEC for the year ended
December 31, 2016. This document can be obtained free of charge from the sources indicated above. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security
holdings or otherwise, will be contained in the proxy statement and other relevant materials to be filed with the SEC when they become available.