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AMENDMENT NO. 1 TO SCHEDULE 13D
This Amendment No. 1 to Schedule 13D (this Amendment) amends and restates the Schedule 13D initially filed with the
Securities and Exchange Commission on November 18, 2016 and relates to the beneficial ownership of the Reporting Persons (as defined herein) of the common units representing limited partner interests (the Common Units) of Arc
Logistics Partners LP, a Delaware limited partnership (the Issuer).
The purpose of this Amendment is to
(i) update the plans of the Reporting Persons with respect to the Common Units and the Issuer and (ii) update the Reporting Persons contracts with respect to the Common Units.
| Item 1. | Security and Issuer |
This statement on Schedule 13D (the Schedule
13D) relates to Common Units of the Issuer. The Issuers principal executive offices are located at 725 Fifth Avenue, 19th Floor, New York, NY 10022.
| Item 2. | Identity and Background |
(a), (f) This Schedule 13D is being filed jointly by
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 Reporting Persons).
(b) The business address for each Reporting Person is 725 Fifth Avenue, 19th Floor, New
York, NY 10022.
(c) LCP LP is a private investment vehicle that focuses on investing directly in master limited partnership-qualifying
businesses and assets.
LCP GP is the general partner of LCP LP. LCP GP owns 100% of the limited liability company interests in Arc
Logistics GP LLC, the general partner of the Issuer (the General Partner). Information with respect to the managers and Series A Members of LCP GP, including, as applicable, name, principal business, residence or business address,
present principal occupation or employment, the name, principal business and address of any corporation or other organization in which such employment is conducted, citizenship and state or other place of organization, is listed on the attached
Schedule A, which is incorporated in this Schedule 13D by reference.
(d), (e) During the last five years, none of the Reporting
Persons nor, to the knowledge of LCP GP, any manager or Series A Member of LCP GP, has been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
| Item 3. | Source and Amount of Funds or Other Consideration |
In connection with the Issuers
initial public offering, and pursuant to the Contribution Agreement dated October 25, 2013 by and among the Issuer, the General Partner, LCP LP, Center Terminal Company-Cleveland, Gulf Coast Asphalt Company, L.L.C., Arc Terminals GP LLC
(Arc Terminals GP), Arc Terminals LP (Arc Terminals), Arc Terminals Holdings LLC and Arc Terminals Mississippi Holdings LLC, LCP LP contributed all of its limited partner interests in Arc Terminals and all of
its limited liability company interests in Arc Terminals GP to the Issuer in exchange for 68,617 Common Units and 5,146,264 subordinated units representing limited partner interests (Subordinated Units) of the Issuer.
On November 16, 2016, the Subordinated Units converted into Common Units on a one-for-one basis upon the satisfaction of certain tests
set forth in the Issuers First Amended and Restated Agreement of Limited Partnership (the Partnership Agreement).
| Item 4. | Purpose of Transaction |
The acquisitions of Common Units by the Reporting Persons were
undertaken for investment purposes. LCP GP owns a 100% limited liability company interest in the General Partner.
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