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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐
Check the appropriate box:
Arc Logistics Partners LP
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
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PRELIMINARY PROXY MATERIALS—SUBJECT TO COMPLETION
DATED SEPTEMBER 26, 2017
725 FIFTH AVENUE, 19PROPOSED MERGER—YOUR VOTE IS VERY IMPORTANT
Dear Common Unitholder:
We cordially invite you to attend a special meeting of the holders of common units representing limited partner interests in Arc Logistics Partners LP, a Delaware limited partnership (“MLP”), to be held on , at (Eastern time), at 666 Fifth Avenue, 26On August 29, 2017, MLP entered into a Purchase Agreement and Plan of Merger (the “Merger Agreement”) with Zenith Energy U.S., L.P., a Delaware limited partnership (“Parent”), Zenith Energy U.S. GP, LLC, a Delaware limited liability company and the general partner of Parent (“Parent GP”), Zenith Energy U.S. Logistics Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (“Holdings”), Zenith Energy U.S. Logistics, LLC, a Delaware limited liability company and a wholly owned subsidiary of Holdings (“Merger Sub” and, together with Parent, Parent GP and Holdings, the “Parent Entities”), Arc Logistics GP LLC, a Delaware limited liability company and the general partner of MLP (“MLP GP”), Lightfoot Capital Partners, LP, a Delaware limited partnership (“LCP LP”), and 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”). Pursuant to the Merger Agreement, Merger Sub will, upon the terms and subject to the conditions thereof, merge with and into MLP (the “Merger”), with MLP surviving the Merger as a wholly owned subsidiary of Holdings, and LCP GP will transfer 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”), (i) (a) each common unit representing a limited partner interest in MLP (“Common Unit”) issued and outstanding immediately prior to the Effective Time (other than those Common Units owned by LCP LP (the “Sponsor Units”)) will be converted into the right to receive an amount in cash equal to $16.50 per Common Unit, no longer be outstanding, automatically be cancelled and cease to exist and (b) each Sponsor Unit issued and outstanding immediately prior to the Effective Time will be converted into the right to receive an amount in cash equal to $14.50 per Common Unit, no longer be outstanding, automatically be cancelled and cease to exist, in each case, upon the terms and subject to the conditions set forth in the Merger Agreement and (ii) Holdings will (or Parent will on Holdings’ behalf) pay to LCP GP $94,500,000 in cash in exchange for 100% of the membership interests in MLP GP in connection with the GP Equity Transfer.
The conflicts committee (the “GP Conflicts Committee”) of the board of directors of MLP GP (the “MLP GP Board”), after consultation with its independent legal and financial advisors, unanimously (i) determined that it is fair and reasonable to, and in the best interests of, MLP and the holders of Common Units other than MLP GP, the Lightfoot Entities and their controlling affiliates to enter into the Merger Agreement and consummate the Merger, (ii) approved the Merger Agreement and the Merger, such approval constituting Special Approval pursuant to Section 7.9(d) of the First Amended and Restated Limited Partnership Agreement of MLP, dated as of November 12, 2013 (the “MLP Partnership Agreement”), (iii) recommended to the MLP GP Board that the MLP GP Board approve the Merger Agreement and the Merger, (iv) recommended to the MLP GP Board that it direct the Merger Agreement to be submitted to a vote of the limited partners of MLP (the “Limited Partners”) at a special meeting and (v) recommended to the Limited Partners that the Limited Partners approve the Merger Agreement and the Merger.
The acquisition by merger of MLP by Parent requires, prior to the consummation thereof, approval of the holders of a majority of the outstanding Common Units of the Merger Agreement and the Merger in compliance with the Delaware Revised Uniform Limited Partnership Act, as amended, and the MLP Partnership Agreement.
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You are being asked to consider and vote on a proposal to approve the Merger Agreement and the Merger (the “Merger Proposal”).
Concurrently with the execution of the Merger Agreement, the Lightfoot Entities, which (through LCP LP) own approximately 26.8% of the outstanding Common Units, entered into a support agreement (the “Lightfoot Support Agreement”), and MTP Energy Master Fund Ltd., an affiliate of Magnetar Financial LLC (an affiliate of an investor in the Lightfoot Entities) (“Magnetar”), which owns approximately 2.9% of the outstanding Common Units (the “Magnetar Units”), entered into a support agreement (the “Magnetar Support Agreement”), in each case with the Parent Entities. Under the Lightfoot Support Agreement and the Magnetar Support Agreement, the Lightfoot Entities and Magnetar, respectively, have agreed, subject to the provisions thereof, to vote the Sponsor Units and the Magnetar Units, respectively, for approval of the Merger Proposal.
The MLP GP Board, based in part upon the recommendation of the GP Conflicts Committee, unanimously (i) determined that it is fair and reasonable and in the best interests of MLP and holders of Common Units to enter into the Merger Agreement and consummate the Merger, (ii) approved the Merger Agreement and the Merger, (iii) directed the Merger Agreement to be submitted to a vote of the Limited Partners at a special meeting and (iv) determined to recommend that the Limited Partners approve the Merger Agreement and the Merger. Accordingly, each of the GP Conflicts Committee and the MLP GP Board recommends that the Limited Partners vote “FOR” the Merger Proposal.
Your vote is very important. Whether or not you plan to attend the special meeting, please complete, date, sign and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope, or submit your proxy by the Internet or telephone. If you attend the special meeting and vote in person, your vote by ballot will revoke any proxy previously submitted. The failure to submit a proxy or vote in person at the special meeting will have the same effect as a vote “AGAINST” the Merger Proposal.
If your Common Units are held in “street name” by your bank, broker or other nominee, your bank, broker or other nominee will be unable to vote your Common Units without instructions from you. You should instruct your bank, broker or other nominee to vote your Common Units in accordance with the procedures provided by your bank, broker or other nominee. The failure to instruct your bank, broker or other nominee to vote your Common Units “FOR” the Merger Proposal will have the same effect as a vote “AGAINST” the Merger Proposal.
The accompanying proxy statement provides you with detailed information about the special meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. We encourage you to read the entire proxy statement and its Annexes, including the Merger Agreement, carefully. Please read “The Merger — Material U.S. Federal Income Tax Considerations” for a more complete discussion of the U.S. federal income tax consequences of the Merger. All information in this proxy statement concerning MLP has been furnished by MLP. You may also obtain additional information about MLP from documents it has filed with the Securities and Exchange Commission.
If you have any questions or need assistance voting your Common Units, please contact MacKenzie Partners, Inc., MLP’s proxy solicitor, by calling toll-free at 1-800-322-2885.
Thank you in advance for your cooperation and continued support.
Vincent T. Cubbage
Chief Executive Officer of Arc Logistics GP LLC,
the general partner of Arc Logistics Partners LP
This proxy statement is dated , 2017 and is first being mailed to holders of Common Units on or about , 2017.