WORLD POINT TERMINALS, LP (NYSE:WPT) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01
| Entry into a Material Definitive Agreement |
On June 2, 2017, World Point Terminals, Inc. (the Offeror) and
World Point Terminals, LP (the Partnership) issued a joint press
release announcing that they have entered into a Transaction
Agreement, dated as of June 1, 2017, by and among the Offeror,
WPT GP, LLC (the General Partner) and the Partnership (together
with any amendments or supplements thereto, the Transaction
Agreement). to the Transaction Agreement, on June 2, 2017, the
Offeror commenced a tender offer to purchase all of the issued
and outstanding common units of the Partnership (the Units) that
are not already beneficially owned by the Offeror or its
affiliates, at a price per Unit equal to $17.30 (the Offer
Price), net to the holder in cash, without interest thereon and
less any applicable tax withholding (the Offer). The Offer is
being made upon the terms and subject to the conditions specified
in the Offer to Purchase, dated June 2, 2017 (the Offer to
Purchase).
The initial scheduled expiration time of the Offer is 11:59 p.m.,
New York City time, on June 29, 2017, unless the Offer is
extended as described in the Offer to Purchase.
to the Transaction Agreement, after the completion of the Offer
and subject to the satisfaction or, to the extent permitted,
waiver of certain conditions, the Offeror will purchase any and
all outstanding Units not tendered to the Offer (other than any
such Units held by the Offeror or its affiliates) to Section
15.1(a) of the First Amended and Restated Agreement of Limited
Partnership of the Partnership, as amended (the Partnership
Agreement), at a price per Unit equal to the Offer Price, net to
the holder in cash, without interest thereon and less any
applicable tax withholding (the Buyout). Upon completion of the
Buyout, the Offeror and its affiliates will collectively
beneficially own 100% of the outstanding Units. As a result, the
Partnership will not be required to file periodic reports with
the Securities and Exchange Commission (the SEC).
to the Transaction Agreement, the Offer is subject to the
satisfaction (or, to the extent permitted, waiver) of certain
conditions, including, among other things, the following
conditions:
|
there have been validly tendered and not properly withdrawn prior to the expiration of the Offer such number of Units that, together with the Units then beneficially owned by the Offeror and its affiliates, represent at least one Unit more than 80% of the total Units then outstanding; and |
|
the purchase price per Unit payable to effect the Buyout in accordance with the formula set forth in Section 15.1(a) of the Partnership Agreement (calculated as of the date immediately following the date on which the Offeror is scheduled to accept for payment Units tendered to the Offer) does not exceed the Offer Price. |
The Conflicts Committee (the Conflicts Committee) of the board of
directors of the General Partner (the Board of Directors)
determined that the Transaction Agreement and the transactions
contemplated thereby are in the best interests of, and fair and
reasonable to, the Partnership and the holders of Units
unaffiliated with the Offeror, approved the Transaction
Agreement, and recommended that the Board of Directors approve
the Transaction Agreement and recommend that the holders of Units
unaffiliated with the Offeror accept the Offer and tender their
Units to the Offer.
Based on the recommendation of the Conflicts Committee, the Board
of Directors has determined that the Transaction Agreement and
the transactions contemplated thereby are fair to and not adverse
to the best interests of the Partnership and the holders of Units
unaffiliated with the Offeror, approved and declared advisable
the Transaction Agreement and recommended that the holders of
Units unaffiliated with the Offeror accept the Offer and tender
their Units to the Offer.
Each of the Offeror, the General Partner and the Partnership has
made customary representations and warranties in the Transaction
Agreement. The Transaction Agreement also obligates the
Partnership and its subsidiaries to operate and conduct their
business in the ordinary course and not to take certain actions,
except as required by applicable law, consented to in writing by
the Offeror (which consent will not be unreasonably withheld,
conditioned or delayed) or contemplated to the Transaction
Agreement, subject to certain exceptions and materiality
thresholds.
The Transaction Agreement provides that the Board of Directors
and the Conflicts Committee will not change their recommendation
of the Transaction Agreement and the transactions contemplated
thereby unless the Conflicts Committee determines in good faith,
after consultation with its financial advisors and outside legal
counsel, that the failure to do so would be materially adverse to
the interests of the holders of Units unaffiliated with the
Offeror or would otherwise constitute a breach of the Conflicts
Committees duties under the Partnership Agreement and applicable
law.
The Transaction Agreement contains specified termination rights,
including the right for each the Offeror and the Partnership to
terminate the Transaction Agreement if the Offer is not
consummated by July 20, 2017 or if the Offeror has not initiated
the Buyout by July 21, 2017.
The foregoing description of the Transaction Agreement, the
Offer, the Buyout and the other transactions contemplated by the
Transaction Agreement does not purport to be complete and is
subject to, and qualified in its entirety by, the full text of
the Transaction Agreement attached as Exhibit (d)(1) to the
Tender Offer Statement on Schedule TO filed by the Offeror with
the SEC on June 2, 2017, which is incorporated herein by
reference.
Additional Information
This Current Report on Form 8-K does not constitute an offer to
purchase or the solicitation of an offer to sell any Units. At
the time the Offer was commenced, the Offeror filed with the SEC
a Tender Offer Statement on Schedule TO containing the Offer to
Purchase, the related letter of transmittal and other documents
relating to the Offer, and the Partnership filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the Offer. The Offeror and the Partnership intend to
mail these documents to the Partnership unitholders. Partnership
unitholders are advised to read the Schedule TO (including the
Offer to Purchase, the related letter of transmittal and the
other documents related to the Offer) and the Schedule 14D-9, as
each may be amended or supplemented from time to time, and any
other relevant documents filed with the SEC when they become
available, before making any decision with respect to the Offer
because these documents will contain important information about
the proposed transaction and the parties thereto. Partnership
unitholders and investors may obtain free copies of the Schedule
TO and the Schedule 14D-9, as each may be amended or supplemented
from time to time, and other documents filed by the parties (when
available) at the SECs website at www.sec.gov.
Forward-Looking Statements
Disclosures in this Current Report on Form 8-K contain certain
forward-looking statements within the meaning of the federal
securities laws. Statements that do not relate strictly to
historical or current facts are forward-looking. These statements
contain words such as possible, if, will and expect and involve
risks and uncertainties including, among others that our business
plans may change as circumstances warrant. Accordingly, investors
should not place undue reliance on forward-looking statements as
a prediction of actual results. The Partnership does not
undertake any obligation to update or revise such forward-looking
statements to reflect events or circumstances that occur, or
which the Partnership becomes aware, after the date hereof.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit No. | Description | |
| 2.1 |
Transaction Agreement, dated as of June 1, 2017, by and among the Offeror, the General Partner and the Partnership (incorporated by reference to Exhibit (d)(1) to the Tender Offer Statement on Schedule TO filed by the Offeror with the SEC on June 2, 2017). |
|
| 99.1 | Press release dated June 2, 2017 |
About WORLD POINT TERMINALS, LP (NYSE:WPT)
World Point Terminals, LP owns, operates, develops and acquires liquid bulk storage terminals and other assets relating to the storage of petroleum products, including light refined products, heavy refined products and crude oil. The Company operates fee-based facilities located along the East Coast, Gulf Coast and Midwest regions of the United States. Through its subsidiary, Terminal Company, LLC (Center Point), the Company owns and operates approximately 15.5 million barrels of tankage at terminals, which are located in the East Coast, Gulf Coast and Midwest regions of the United States. The Company’s terminal facilities are located on waterways, providing ship or barge access for the movement of petroleum products, and have truck racks with loading logistics. Its terminal facilities also have rail or pipeline access. The Company has approximately 18,375,510 common units and over 16,485,510 subordinated units representing its limited partner interest. WORLD POINT TERMINALS, LP (NYSE:WPT) Recent Trading Information
WORLD POINT TERMINALS, LP (NYSE:WPT) closed its last trading session up +0.04 at 17.20 with 38,821 shares trading hands.
