ARC LOGISTICS PARTNERS LP (NYSE:ARCX) Files An 8-K Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing
Item3.01
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Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On May1, 2017, Jeffrey R. Armstrong, a director of the board of
directors (the Board) of Arc Logistics GP LLC, the general
partner (the General Partner) of Arc Logistics Partners LP (the
Partnership), and a member of the audit committee (Audit
Committee) of the Board, resigned from the Board, effective
immediately. As a result of Mr.Armstrongs departure from the
Board, the Partnership is temporarily deficient of the
requirement under Section303A.07(a) of the New York Stock
Exchange (NYSE) Listed Company Manual that audit committees be
comprised of at least three independent directors. On May3, 2017,
the Partnership filed an interim written affirmation with the
NYSE notifying the NYSE that it is deficient in such audit
committee requirement. The Partnership is commencing its search
for a director to replace Mr.Armstrong on the Board and Audit
Committee who will meet the independence requirements of
Section10A-3 of, and Rule 10A-3 under, the Securities Exchange
Act of 1934, as amended, and Section303A.02 of the NYSE Listed
Company Manual. The Partnership expects to receive an official
notice from the NYSE that it is deficient in the NYSE Listed
Company Manual requirement to have an audit committee comprised
of at least three independent directors.
| Item5.02. |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described above, on May1, 2017, Jeffrey R. Armstrong resigned
from the Board, effective immediately. Mr.Armstrongs resignation
is not a result of any disagreement with the Partnership or the
General Partner on any matter relating to the Partnerships or the
General Partners operations, policies or practices.
On April28, 2017, Dan Castagnola resigned from the Board,
effective immediately. Mr.Castagnolas resignation is not a result
of any disagreement with the Partnership or the General Partner
on any matter relating to the Partnerships or the General
Partners operations, policies or practices.
On April28, 2017, John Pugh was appointed as a director of the
Board, effective immediately. Mr.Pugh was appointed as a director
to the right of an owner of the Partnerships sponsor, Lightfoot
Capital Partners, LP (Lightfoot), to appoint a director to the
Board. Mr.Pugh will be reimbursed for all out-of-pocket expenses
incurred in connection with attending meetings of the Board. At
this time, Mr.Pugh has declined any units granted to non-employee
directors under the Arc Logistics GP LLC Long-Term Incentive
Plan.
GE Energy Financial Services (GE EFS) indirectly owns interests
in Lightfoot.Lightfoot has a significant interest in the
Partnership through its ownership of a 27% limited partner
interest in the Partnership, 50% of the limited liability company
interests in the General Partner and all of the Partnerships
incentive distribution rights.John Pugh serves on the board of
managers of Lightfoot Capital Partners GP LLC and is a Managing
Director at GE EFS, which is an affiliate of General Electric
Capital Corporation.
In May 2015, Arc Terminals Joliet Holdings LLC (Joliet Holdings),
a joint venture company owned 60% by the Partnership and 40% by
EFS Midstream Holdings LLC (an affiliate of GE EFS, and, as such,
GE JV Partner), purchased all of the membership interests in
Joliet Bulk, Barge Rail LLC from CenterPoint Properties Trust for
$216.0 million (the JBBR Acquisition). In connection with the
closing of the JBBR Acquisition, the Partnership and GE JV
Partner entered into an amended and restated limited liability
company agreement of Joliet Holdings governing the parties
respective interests in Joliet Holdings. The Partnership manages
the ongoing operations of the Joliet terminal.
In connection with the JBBR Acquisition, Arc Terminals Holdings
LLC (Arc Terminals Holdings), the Partnerships wholly owned
subsidiary, entered into a Management Services Agreement (the
MSA) with Joliet Holdings to manage and operate the Joliet
terminal.Arc Terminals Holdings is receiving a fixed monthly
management fee and reimbursements for out-of-pocket expenses.In
addition, Arc Terminals Holdings may receive additional monthly
management fees based upon the throughput activity at the Joliet
terminal.During the year ended December31, 2016, the Partnership
was paid $0.9 million in fees and reimbursements by Joliet
Holdings under the MSA.
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. ARC LOGISTICS PARTNERS LP (NYSE:ARCX) Recent Trading Information
ARC LOGISTICS PARTNERS LP (NYSE:ARCX) closed its last trading session down -0.16 at 15.01 with 143,713 shares trading hands.
