Barclays Investment Banking Pitch Book
Zenith/ARCX Transaction Overview
On August 29, 2017, Zenith Energy Management ("Zenith") agreed to acquire all of the outstanding LP
and GP interests of Arc Logistics Partners (NYSE: ARCX) for $657mm as well as additional interests
in related equity investments
Transaction Overview
Zenith Energy L.P. and Zenith Energy U.S. GP, LLC (together "Zenith")
acquired Arc Logistics Partners LP ("Arc Logistics") and its general
partner, Arc Logistics GP LLC ("Arc GP"), which is wholly owned by the
sponsor, Lightfoot Capital Partners, LP ("Lightfoot")
·
Zenith acquired all 19.5mm outstanding units of ARCX for -$312mm in
cash
■
Zenith paid $16.50 per unit for the 14.3mm units held by the public
and $14.50 per unit for 5.2mm units held by Lightfoot
As part of the agreement, Zenith agreed to acquire 100% of ARCX's
GP interest and IDRs for $94.5mm in cash
Concurrently with the transaction, Zenith agreed to acquire the
following additional terminal interests for an undisclosed amount:
9.7% interest in Gulf LNG Holdings Group, LLC and an additional
stake in the Joliet terminal jointly-owned with EFS Midstream
Holdings LLC, an affiliate of General Electric
($ in millions)
LP Equity Value
GP Equity Value
Total Equity Value
ARCX Transaction Multiples
Plus: Net Debt
Total Enterprise Value
EV / EBITDA
2017E
2018E
2019E
Statistic
BARCLAYS
$57.0
63.7
67.6
ARCX
6/30/17
$311.6
94.5
$406.1
250.5
$656.6
Multiple
115×
10.3x
9.7x
1
Lightfoot Capital (Sponsor)
Transaction Structure
ZE₂
0% GP
Interest,
IDRS
9.7% LLC
Interest
Gulf LNG Holdings
Group, LLC (GLING")
ZENITH ENERGY
27.0% LP Interest
Source: Company filings, press releases and Wall Street research.
1. Represents ARCX EBITDA (excluding additional interests in GLNG and Joliet purchased) at the time of transaction per Wall Street research.
Arc
100% LLC interest
Arc Logistics LLC
100% LLC interest
Arc Terminals
Holdings LLC
Credit Facility Borrower
10.3% LLC Interest
73 0% LP Interest
Public Unitholders
% GP Take
DRAFT
15%
25%
50%
60% LLC Interest 40% LLC Interest
JBBR Joint Venture
(Jobet")
Tier
$1.55
$1.78
$1.94
GE
Energy Financial ServicesView entire presentation