Arc Logistics Partners LP (NYSE:ARCX) (“Arc Logistics” or the
“Partnership”) today announced that it has filed a definitive proxy
statement with the Securities and Exchange Commission (the “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 Arc Logistics, Arc Logistics GP LLC
(“Arc GP”), Lightfoot Capital Partners GP LLC (“LCP GP”), Lightfoot
Capital Partners, LP (“LCP LP” and, together with LCP GP,
“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.
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. Arc Logistics expects to commence mailing the
definitive proxy statement and other related proxy materials on or
about October 30, 2017 to Arc Logistics common unitholders of
record as of October 20, 2017. Only Arc Logistics 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
Arc Logistics common unitholders to submit their proxy is 11:59
p.m. Eastern time on December 17, 2017.
Pursuant to the Merger Agreement, Zenith will acquire Arc GP,
the general partner of Arc Logistics (the “GP Transfer”), and all
of the outstanding common units in Arc Logistics (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.
Arc Logistics common unitholders who have questions about the
proxy statement or voting their common units should contact
MacKenzie Partners, Inc., the Partnership’s proxy solicitor, toll
free at 1-800-322-2885.
Subject to satisfaction of the remaining closing conditions,
including approval by holders of a majority of the outstanding
common units of Arc Logistics, the parties currently expect to
close the Proposed Transaction on or about December 21, 2017.
Lightfoot, the owner of Arc GP and approximately 26.8% of the
outstanding common units, has executed an agreement to vote in
support of the proposal at the special meeting. Additionally, 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.
Additional Information for Unitholders
This communication may be deemed to be solicitation material in
respect of the Proposed Transaction. Arc Logistics has filed with
the SEC and will furnish to Arc Logistics’ unitholders a proxy
statement and other relevant documents. BEFORE MAKING ANY VOTING
DECISION, ARC LOGISTICS’ UNITHOLDERS ARE URGED TO READ THE PROXY
STATEMENT AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN
CONNECTION WITH THE PROPOSED TRANSACTION OR INCORPORATED BY
REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION.
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 SEC’s website at http://www.sec.gov. In
addition, the proxy statement and Arc Logistics’ 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 Securities Exchange Act of 1934, as
amended, will be available free of charge through Arc Logistics’
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
Arc Logistics and its directors and executive officers may be
deemed to be participants in the solicitation of proxies from the
unitholders of Arc Logistics in connection with the Proposed
Transaction. Information about the directors and executive officers
of Arc Logistics is set forth in Arc Logistics’ 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.
Forward-Looking Statements
This communication contains “forward-looking statements.”
Certain expressions including “believe,” “expect,” “intends,” or
other similar expressions are intended to identify Arc Logistics’
current expectations, opinions, views or beliefs concerning future
developments and their potential effect on Arc Logistics. While
management believes that these forward-looking statements are
reasonable when made, there can be no assurance that future
developments affecting Arc Logistics will be those that it
anticipates. The forward-looking statements involve significant
risks and uncertainties (some of which are beyond Arc Logistics’
control) and assumptions that could cause actual results to differ
materially from Arc Logistics’ historical experience and its
present expectations or projections. Additional information
concerning factors that could cause Arc Logistics’ actual results
to differ can be found in Arc Logistics’ public periodic filings
with the SEC, including Arc Logistics’ Annual Report on Form 10-K
for the year ended December 31, 2016 and any updates thereto in Arc
Logistics’ 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 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 Arc
Logistics’ 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 Arc Logistics’ future results. Readers
are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the date thereof. Arc Logistics
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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