ARC LOGISTICS PARTNERS LP (NYSE:ARCX) Files An 8-K Entry into a Material Definitive AgreementItem 1.01.
On August29, 2017, MLP issued a press release announcing its entry into the Merger Agreement. A copy of the press release is attached hereto as Exhibit 99.1.
The information provided in this Item 1.01 (including the press release furnished as Exhibit 99.1) shall not be deemed to be “filed” for the purposes of Section18 of the Exchange Act, nor shall it be incorporated by reference in any filing made by MLP to the Securities Act of 1933, as amended, except to the extent that such filing incorporates by reference any or all of such information by express reference thereto.
On August29, 2017, the Lightfoot Entities entered into a support agreement (the “Lightfoot Support Agreement”) with the Parent Entities. Under the Lightfoot Support Agreement, the Lightfoot Entities agree to vote the Sponsor Units for approval of the Merger Agreement and any related proposal necessary or desirable for the consummation of the Transactions and against any alternative proposal, including any superior proposal. The Lightfoot Support Agreement terminates on the earlier to occur of (i)mutual agreement of the parties thereto and (ii)termination of the Merger Agreement in accordance with its terms.
The foregoing description of the Lightfoot Support Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Lightfoot Support Agreement, a copy of which is attached hereto as Exhibit 99.4 and is incorporated into this report by reference in its entirety.
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 MLP’s 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 MLP’s control) and assumptions that could cause actual results to differ materially from MLP’s historical experience and its present expectations or projections. Additional information concerning factors that could cause MLP’s actual results to differ can be found in MLP’s public periodic filings with the SEC, including MLP’s Annual Report on Form 10-K for the year ended December31, 2016 and any updates thereto in MLP’s 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 Merger and GP Equity Transfer 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 Merger and GP Equity Transfer could disrupt certain of MLP’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 MLP’s 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 Merger. In connection with the proposed Merger, MLP will file with the SEC and furnish to MLP’s unitholders a proxy statement and other relevant documents. BEFORE MAKING ANY VOTING DECISION, MLP’S UNITHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.
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Investors and unitholders will be able to obtain, free of charge, a copy of the proxy statement (when available) and other relevant documents filed with the SEC from the SEC’s website at http://www.sec.gov. In addition, the proxy statement and MLP’s 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 to Section13(a) or 14(d) of the Exchange Act will be available free of charge through MLP’s 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 Merger. Information about the directors and executive officers of MLP is set forth in MLP’s Annual Report on Form 10-K filed with the SEC for the year ended December31, 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.
| Item 1.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. |
Description |
| 2.1* | Purchase Agreement and Plan of Merger, dated as of August 29, 2017, by and among Arc Logistics Partners LP, 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, LLC and Zenith Energy U.S. Logistics Holdings, LLC |
| 99.1 | Press Release, issued August 29, 2017, by Arc Logistics Partners LP |
| 99.2 | Purchase Agreement, dated as of August 29, 2017 by and among EFS Midstream Holdings LLC, as Seller, and Lightfoot Capital Partners, LP, Lightfoot Capital Partners GP LLC and Zenith Energy U.S. Logistics Holdings, LLC, as Buyers |
| 99.3 | Partially Conditional Purchase Agreement, dated as of August 29, 2017 by and among LCP LNG Holdings, LLC, Lightfoot Capital Partners GP LLC and Lightfoot Capital Partners, LP, Zenith Energy U.S., L.P., Zenith Energy U.S. GP, LLC, Zenith Energy U.S. Logistics Holdings, LLC and (solely for purposes of Section 1.1(d) of such agreement), Arc Logistics Partners LP |
| 99.4 | Support Agreement, dated as of August 29, 2017, by and among Lightfoot Capital Partners GP LLC, Lightfoot Capital Partners, LP, Zenith Energy U.S. GP LLC, Zenith Energy U.S., L.P., Zenith Energy U.S. Logistics, LLC and Zenith Energy U.S. Logistics Holdings, LLC |
| * | All schedules have been omitted to Item601(b)(2) of Regulation S-K. A copy of any omitted schedule and/or exhibit will be furnished to the SEC upon request. |
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Arc Logistics Partners LP ExhibitEX-2.1 2 d446787dex21.htm EX-2.1 EX-2.1 Exhibit 2.1 PURCHASE AGREEMENT AND PLAN OF MERGER among ARC LOGISTICS PARTNERS LP,…To view the full exhibit click here
About ARC LOGISTICS PARTNERS LP (NYSE:ARCX)
Arc Logistics Partners LP owns, operates, develops and acquires a portfolio of complementary energy logistics assets. The Company is engaged in the terminaling, storage, throughput and transloading of crude oil and petroleum products. It is focused on growing its business through the optimization, organic development and acquisition of terminaling, storage, rail, pipeline and other energy logistics assets. It offers storage and throughput services fees, and ancillary services fees. The Company operates through terminal and transloading facilities segment. The Company’s energy logistics assets are located in the East Coast, Gulf Coast, Midwest, Rocky Mountains and West Coast regions of the United States, and supply a group of third-party customers, including oil companies, independent refiners, crude oil and petroleum product marketers, distributors and various industrial manufacturers.
