Item 2.01.
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Completion of Acquisition or Disposition of Assets.
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On December 21, 2017, MLP
completed its previously announced merger with Zenith Energy U.S. Logistics, LLC, a Delaware limited liability company (
Merger Sub
) and a subsidiary of Zenith Energy U.S. Logistics Holdings, LLC, a Delaware limited liability
company (
Holdings
) and a subsidiary of Zenith Energy U.S., L.P., a Delaware limited partnership (
Parent
). The Merger was completed in accordance with the Purchase Agreement and Plan of Merger, dated as of
August 29, 2017 (the
Merger Agreement
), by and among MLP, Arc Logistics GP LLC, a Delaware limited liability company and the general partner of MLP (
MLP GP
and, together with MLP, the
MLP
Entities
), Lightfoot Capital Partners, LP, a Delaware limited partnership (
LCP LP
), Lightfoot Capital Partners GP LLC, a Delaware limited liability company and the general partner of LCP LP (
LCP GP
and, together with LCP LP, the
Lightfoot Entities
), Parent, Zenith Energy U.S. GP, LLC, a Delaware limited liability company and the general partner of Parent (
Parent GP
), Holdings and Merger Sub (together with
Parent, Parent GP and Holdings, the
Parent Entities
). Pursuant to the Merger Agreement, Merger Sub merged with and into MLP (the
Merger
), with MLP surviving the Merger as a subsidiary of Parent, and LCP GP
transferred to Holdings 100% of the issued and outstanding membership interests in MLP GP, including all rights and obligations relating thereto and all economic and capital interest therein (the
GP Equity Transfer
).
Upon the Merger and GP Equity Transfer becoming effective (the
Effective Time
), (a) each Common Unit issued and outstanding
immediately prior to the Effective Time (other than those Common Units owned by the Lightfoot Entities (the
Sponsor Units
)) was converted into the right to receive an amount in cash equal to $16.50 per Common Unit (the
Public Merger Consideration
), no longer outstanding, automatically cancelled and ceased to exist, (b) each Sponsor Unit issued and outstanding immediately prior to the Effective Time was converted into the right to receive an
amount in cash equal to $14.50 per Common Unit (the
Sponsor Merger Consideration
and, together with the Public Merger Consideration, the
Merger Consideration
), no longer outstanding, automatically cancelled and
ceased to exist, in each case, upon the terms and subject to the conditions set forth in the Merger Agreement and (c) Holdings paid to LCP GP $94,500,000 in cash in exchange for 100% of the membership interests in MLP GP acquired by Holdings in
connection with the GP Equity Transfer.
Also as of the Effective Time, each outstanding phantom unit granted pursuant to the Arc
Logistics Long-Term Incentive Plan (
Phantom Units
) that vested as of immediately prior to the Effective Time was cancelled and converted into the right to receive from Parent an amount of cash equal to the Public Merger
Consideration (the
Phantom Unit Consideration
), no longer outstanding and ceased to exist. On the date each Phantom Unit that did not vest as of immediately prior to the Effective Time vests and is settled in accordance with the
applicable terms and conditions of such unvested Phantom Unit (as amended), such unvested Phantom Unit will be paid the Phantom Unit Consideration.
The Merger and the GP Equity Transfer were funded through (i) debt financing from Barclays Bank PLC, Credit Suisse AG and Credit Suisse
Securities (USA) LLC and (ii) equity financing from investment funds managed by Warburg Pincus LLC and certain other
co-investors.
No dissenters or appraisal rights were available, or will be available, with respect to the transactions contemplated by the Merger
Agreement
2
The foregoing description of the Merger Agreement and the Merger does not purport to be complete
and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to MLPs Current Report on Form
8-K
filed on August 29, 2017.