Arc Logistics Partners LP unit holders on Dec. 18 voted overwhelmingly to push forward the purchase agreement and plan of merger with Warburg Pincus LLC portfolio company Zenith Energy U.S. LP, wherein Zenith will acquire all its outstanding units and its general partner, Arc Logistics GP LLC.
About 99.38% of the partnership's common units represented in person or by proxy at the special meeting voted in favor of the transaction. Those units represent about 81.12% of the partnership's total outstanding common units as of Oct. 20.
Lightfoot Capital Partners LP and Lightfoot Capital Partners GP LLC, also parties to the agreement, owns Arc Logistics GP and about 26.8% of Arc Logistics' outstanding common units. Under the deal, Arc Logistics unit holders will receive $16.50 for each common unit they own, equivalent to a 15% premium to the common unit price as of Aug. 28, while Lightfoot Capital Partners will be paid $14.50 per unit for the 5.2 million common units it holds. In the general partner transfer, Zenith will pay Lightfoot Capital Partners GP $94.5 million for 100% of the membership interests in Arc Logistics GP.
The deal is conditioned upon the closing of Zenith and Lightfoot's acquisition of crude oil assets in Illinois under Arc Terminals Joliet Holdings LLC and Zenith's purchase of a 5.5% stake in Gulf LNG Holdings Group LLC from Lightfoot, among other conditions.
The transaction is expected to close by Dec. 21.