PARTIALLY CONDITIONAL PURCHASE AGREEMENT among LCP LNG HOLDINGS, 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 HOLDINGS, LLC and (solely for the...Partially Conditional Purchase Agreement • August 29th, 2017 • Arc Logistics Partners LP • Wholesale-petroleum bulk stations & terminals • Delaware
THIS PARTIALLY CONDITIONAL PURCHASE AGREEMENT (this “Agreement”), dated as of August 29, 2017, is by and among Zenith Energy U.S., L.P., a Delaware limited partnership (“Buyer Parent”), Zenith Energy U.S. GP, LLC, a Delaware limited liability company and the general partner of Buyer (“Buyer Parent GP”), Zenith Energy U.S. Logistics Holdings, LLC, a Delaware limited liability company (“Buyer” and, together with Buyer Parent and Buyer Parent GP, the “Buyer Parties”), LCP LNG Holdings, LLC, a Delaware limited liability company (“Seller”), Lightfoot Capital Partners, LP, a Delaware limited partnership (“LCP LP”), 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”), and solely for the purposes of Section 1.1(d), Arc Logistics Partners LP (“Arc”). The Buyer Parties, Seller and the Lightfoot Entities are sometimes referred to in this Agreement individually as a “Party” and colle
Arc Logistics Partners http://arcxlp.comPurchase Agreement and Plan of Merger • August 29th, 2017 • Arc Logistics Partners LP • Wholesale-petroleum bulk stations & terminals
NEW YORK, August 29, 2017 (GLOBE NEWSWIRE) — Arc Logistics Partners LP (NYSE: ARCX) (“Arc Logistics” or the “Partnership”), Lightfoot Capital Partners GP LLC (“LCP GP”) and Lightfoot Capital Partners, LP (“LCP LP”, and together with LCP GP, “Lightfoot”) announced today that they have entered into a Purchase Agreement and Plan of Merger (the “Merger Agreement”) with Zenith Energy U.S., L.P. (together with its affiliates, “Zenith”), a portfolio company of Warburg Pincus, pursuant to which Zenith will acquire Arc Logistics GP LLC (“Arc GP”), the general partner of the Partnership (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 pr
SUPPORT AGREEMENTSupport Agreement • August 29th, 2017 • Arc Logistics Partners LP • Wholesale-petroleum bulk stations & terminals • Delaware
This SUPPORT AGREEMENT (this “Agreement”), dated as of August 29, 2017, is entered into by and among Lightfoot Capital Partners, LP, a Delaware limited partnership (“LCP LP”), 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”), 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 Subsidiary of Parent (“Holdings”), and Zenith Energy U.S. Logistics, LLC, a Delaware limited liability company and a Subsidiary of Holdings (“Merger Sub” and, together with Parent, Parent GP and Holdings, the “Parent Entities”). The Lightfoot Entities and the Parent Entities are sometimes referred to individually as a “Party” and collectively as the “Parties.”
