Arc Logistics Partners LP Announces Unitholder Approval of Merger
December 18 2017 - 4:46PM
Arc Logistics Partners LP (NYSE:ARCX) (“Arc Logistics” or the
“Partnership”) announced that at the special meeting of the
Partnership’s common unitholders held on December 18, 2017, the
Partnership’s unitholders voted to approve the Purchase Agreement
and Plan of Merger (the “Merger Agreement”) dated as of
August 29, 2017, by and among the Partnership, Arc Logistics
GP LLC (“Arc GP”), Lightfoot Capital Partners, LP (“LCP LP”),
Lightfoot Capital Partners GP LLC (“LCP GP” and, together with LCP
LP, “Lightfoot”) and Zenith Energy U.S., L.P. and certain of its
affiliates (together with such affiliates, “Zenith”), a portfolio
company of Warburg Pincus, and the merger contemplated thereby.
Approximately 99.38% of the Partnership’s common units represented
in person or by proxy at the special meeting voted in favor of the
approval of the Merger Agreement and the merger contemplated
thereby, which represented approximately 81.12% of the
Partnership’s total outstanding common units as of October 20,
2017, the record date for the special meeting.
Pursuant to the Merger Agreement, at the closing
Zenith will acquire Arc GP, the general partner of the Partnership
(the “GP Transfer”), and all of the outstanding common units in the
Partnership (the “Merger” and, together with the GP Transfer, the
“Proposed Transaction”). Under the terms of the Merger Agreement,
all Arc Logistics common unitholders, other than Lightfoot, will
receive $16.50 per common unit in cash for each common unit they
own, which represents a premium of approximately 15% to the
Partnership’s common unit price as of August 28, 2017 (which is the
day prior to the announcement of the Merger). LCP LP will receive
$14.50 per common unit in cash for the approximately 5.2 million
common units held by it, and LCP GP will receive $94.5 million for
100% of the membership interests in Arc GP.
Subject to satisfaction of the remaining closing
conditions, the parties currently expect to close the Proposed
Transaction on or about December 21, 2017. The transaction is
subject to (i) the closing of the purchase by Zenith and Lightfoot
from EFS Midstream Holdings LLC of certain of the interests in Arc
Terminals Joliet Holdings LLC, which indirectly owns among other
things a crude oil unloading facility and a 4-mile crude oil
pipeline in Joliet, Illinois, and (ii) the closing of the purchase
by Zenith of a 5.5% interest (and, subject to certain conditions,
an additional 4.2% interest) in Gulf LNG Holdings Group, LLC, which
owns a liquefied natural gas regasification and storage facility in
Pascagoula, Mississippi, from Lightfoot.
About Arc Logistics Partners
LP
Arc Logistics is a fee-based, growth-oriented
limited partnership that owns, operates, develops and acquires a
diversified portfolio of complementary energy logistics assets. Arc
Logistics is principally engaged in the terminalling, storage,
throughput and transloading of petroleum products and other
liquids. For more information, please visit www.arcxlp.com.
Forward-Looking Statements
This communication contains “forward-looking
statements.” Certain expressions including “believe,” “expect,”
“intends,” or other similar expressions are intended to identify
the Partnership’s current expectations, opinions, views or beliefs
concerning future developments and their potential effect on the
Partnership. While management believes that these forward-looking
statements are reasonable when made, there can be no assurance that
future developments affecting the Partnership will be those that it
anticipates. The forward-looking statements involve significant
risks and uncertainties (some of which are beyond the Partnership’s
control) and assumptions that could cause actual results to differ
materially from the Partnership’s historical experience and its
present expectations or projections. Additional information
concerning factors that could cause the Partnership’s actual
results to differ can be found in the Partnership’s public periodic
filings with the Securities and Exchange Commission (the "SEC"),
including the Partnership’s Annual Report on Form
10-K for the year ended December 31, 2016 and any updates
thereto in the Partnership’s subsequent Quarterly Reports
on Form 10-Q and Current Reports on Form 8-K and the
Partnership’s definitive proxy statement filed with the SEC on
October 30, 2017.
Among other risks and uncertainties, there can
be no guarantee that the Proposed Transaction will be completed, or
if it is completed, the time frame in which it will be completed.
The Proposed Transaction is subject to the satisfaction of certain
conditions contained in the Merger Agreement. The failure to
complete the Proposed Transaction could disrupt certain of the
Partnership’s 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 the
Partnership’s future results. Readers are cautioned not to place
undue reliance on forward-looking statements, which speak only as
of the date thereof. The Partnership 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.
Investor Contact:IR@arcxlp.comwww.arcxlp.com212-993-1290
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