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13D Filing: Lightfoot Capital Partners, LP and Arc Logistics Partners LP (ARCX)

Published on September 11, 2017 at 1:52 pm by Insider Monkey Staff in Hedge Funds
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Page 7 of 8 – SEC Filing

Merger Agreement

On August 29, 2017, the Reporting Persons, the Issuer, the General Partner and the Parent Entities entered into the Merger Agreement. The
Merger Agreement sets forth the terms and conditions for consummation of the Merger and the GP Equity Transfer. The foregoing description of the Merger Agreement is qualified in its entirety by reference to the full text of the Merger Agreement,
which is listed as Exhibit 99.3 and incorporated herein by reference.

Lightfoot Support Agreement

On August 29, 2017, the Reporting Persons entered into the Lightfoot Support Agreement with the Parent Entities. Under the Lightfoot
Support Agreement, the Lightfoot Entities have agreed to vote the Sponsor Units for approval of the Merger Agreement and any related proposal necessary or desirable for the consummation of the transactions and against any alternative proposal,
including any superior proposal. The foregoing description of the Lightfoot Support Agreement is qualified in its entirety by reference to the full text of the Lightfoot Support Agreement, which is listed as Exhibit 99.4 and incorporated herein by
reference.

Item 7. Material to be Filed as Exhibits

Exhibit No.

Description of Exhibit
99.1 Joint Filing Agreement
99.2 First Amended and Restated Agreement of Limited Partnership of Arc Logistics Partners LP, dated November 12, 2013, by and among Arc Logistics GP LLC, Lightfoot Capital Partners, LP and Lightfoot Capital Partners GP LLC (incorporated
herein by reference to Exhibit 3.1 of Arc Logistics Partners LPs Current Report on Form 8-K filed on November 12, 2013 (SEC File No. 001-36168)).
99.3 Purchase Agreement and Plan of Merger, dated as of August 29, 2017, by and among Arc Logistics Partners LP, Arc Logistics GP 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, LLC and Zenith Energy U.S. Logistics Holdings, LLC (incorporated herein by reference to Exhibit 2.1 of Arc Logistics Partners LPs Current Report on Form 8-K filed on August 29, 2017 (SEC File
No. 001-36168)).
99.4 Support Agreement, dated as of August 29, 2017, by and among Lightfoot Capital Partners GP LLC, Lightfoot Capital Partners, LP, Zenith Energy U.S. GP LLC, Zenith Energy U.S., L.P., Zenith Energy U.S. Logistics, LLC and Zenith Energy
U.S. Logistics Holdings, LLC (incorporated herein by reference to Exhibit 99.4 of Arc Logistics Partners LPs Current Report on Form 8-K filed on August 29, 2017 (SEC File No. 001-36168)).

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