UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) ~~of The~~

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): December 1821, 2017

ARC LOGISTICS PARTNERS LP

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction ~~of incorporation)~~

001-36168		36-4767846
(Commission File Number)		(IRS Employer Identification No.)

of incorporation)

001-36168		36-4767846
(Commission File Number)		(IRS Employer Identification No.)
725 Fifth Avenue, 19th Floor New York, New York		10022
(Address of principal executive offices)		(Zip Code)

(212) 993-1290

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 51.0702. ~~Submission~~Termination of ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security Holders~~Agreement.

On December 1821, 2017, upon completion of the Merger (as defined below), Arc Logistics Partners LP, a Delaware limited partnership (“MLP”), ~~convened~~caused ~~its~~Arc ~~special~~Terminals ~~meeting~~Holdings LLC, a Delaware limited liability company and subsidiary of ~~unitholders~~ ~~(the~~MLP (“~~Special~~Arc ~~Meeting~~Terminals Holdings”), to ~~vote~~terminate onthe existing $300.0 million amended and restated credit agreement among Arc Terminals Holdings, as borrower, MLP, certain other affiliates of MLP and the ~~proposal~~lenders ~~identified~~party inthereto (the ~~definitive~~“Credit Agreement”). With ~~proxy~~proceeds ~~statement~~from ~~dated~~(i) debt ~~October~~financing from Barclays Bank PLC, Credit Suisse AG and Credit Suisse Securities (USA) LLC and (ii) 30equity financing from investment funds managed by Warburg Pincus LLC and certain other co-investors, ~~2017~~all indebtedness, liabilities and obligations (other than contingent reimbursement and indemnification obligations for which ~~was~~a ~~first~~claim ~~mailed~~had tonot ~~holders~~been made as of ~~common~~the ~~units~~termination ~~representing~~date) ~~limited~~were ~~partner~~paid in ~~interests~~full, and all commitments of the lenders to extend credit under the Credit Agreement were terminated in ~~MLP (“Common~~full. ~~Units”)~~No onprepayment or ~~about~~early ~~October 30,~~termination ~~2017~~penalties or premiums were incurred as a result of the termination of the Credit Agreement.

AsItem ~~of the close of business on October 20, 2017, the record date for the Special Meeting, there were 19,545,944 Common Units outstanding and entitled to vote at the Special Meeting~~2.01. ACompletion ~~quorum~~ of ~~15,954,649~~Acquisition ~~Common Units was represented in person~~ or byDisposition ~~proxy at the Special Meeting. A summary~~ of ~~the voting results for the following proposal, which is described in detail in the definitive proxy statement, is set forth below:~~ Assets.

1On December 21, 2017, MLP completed its previously announced merger with Zenith Energy U. ~~Proposal~~S. toLogistics, ~~approve~~LLC, a Delaware limited liability company (“Merger Sub”) and a subsidiary of Zenith Energy U.S. Logistics Holdings, LLC, a Delaware limited liability company (“Holdings”) and a subsidiary of Zenith Energy U.S., L.P., a Delaware limited partnership (“Parent”). The Merger was completed in accordance with the Purchase Agreement and Plan of Merger, dated as of August 29, 2017 (the “Merger Agreement”), by and among MLP, Arc Logistics GP LLC, ~~Lightfoot~~a ~~Capital~~Delaware ~~Partners~~limited liability company and the general partner of MLP (“MLP GP” ~~LLC~~and, together with MLP, the “MLP Entities”), Lightfoot Capital Partners, LP, ~~Zenith~~a ~~Energy~~Delaware ~~U.S.,~~limited ~~L.P.~~partnership (“LCP LP”), ~~Zenith~~Lightfoot ~~Energy~~Capital ~~U.S.~~Partners GP, LLC, ~~Zenith~~a ~~Energy~~Delaware ~~U.S.~~limited ~~Logistics~~liability ~~Holdings~~company and the general partner of LCP LP (“LCP GP” and, ~~LLC~~together with LCP LP, ~~and~~the “Lightfoot Entities”), Parent, Zenith Energy U.S. ~~Logistics~~GP, LLC, a Delaware limited liability company and the ~~merger contemplated~~general ~~thereby~~partner of Parent (“Parent GP”), Holdings and Merger Sub (together with Parent, Parent GP and Holdings, the “~~Merger~~Parent ~~Proposal~~Entities”). ~~The~~Pursuant to the Merger ~~Proposal~~Agreement, ~~received~~Merger Sub merged with and into MLP (the ~~affirmative~~“Merger”), ~~vote~~with MLP surviving the Merger as a subsidiary of ~~approximately~~Parent, ~~99.38~~and LCP GP transferred to Holdings 100% of the ~~Common~~issued ~~Units~~and ~~represented~~outstanding atmembership ~~the~~interests ~~Special~~in ~~Meeting~~MLP inGP, ~~person~~including orall byrights ~~proxy~~and obligations relating thereto and all economic and capital interest therein (the “GP Equity Transfer”).

Votes For		Votes Against		Votes Abstained
15,855,083		87,809		11,757

Upon the Merger and GP Equity Transfer becoming effective (the “Effective Time”), (a) each Common Unit issued and outstanding immediately prior to the Effective Time (other than those Common Units owned by the Lightfoot Entities (the “Sponsor Units”)) was converted into the right to receive an amount in cash equal to $16.50 per Common Unit (the “Public Merger Consideration”), no longer outstanding, automatically cancelled and ceased to exist, (b) each Sponsor Unit issued and outstanding immediately prior to the Effective Time was converted into the right to receive an amount in cash equal to $14.50 per Common Unit (the “Sponsor Merger Consideration” and, together with the Public Merger Consideration, the “Merger Consideration”), no longer outstanding, automatically cancelled and ceased to exist, in each case, upon the terms and subject to the conditions set forth in the Merger Agreement and (c) Holdings paid to LCP GP $94,500,000 in cash in exchange for 100% of the membership interests in MLP GP acquired by Holdings in connection with the GP Equity Transfer.

NoAlso ~~other~~as ~~business~~of ~~properly~~the ~~came~~Effective ~~before~~Time, each outstanding phantom unit granted pursuant to the ~~Special~~Arc Logistics ~~Meeting~~Long-Term Incentive Plan (“Phantom Units”) that vested as of immediately prior to the Effective Time was cancelled and converted into the right to receive from Parent an amount of cash equal to the Public Merger Consideration (the “Phantom Unit Consideration”), no longer outstanding and ceased to exist. On the date each Phantom Unit that did not vest as of immediately prior to the Effective Time vests and is settled in accordance with the applicable terms and conditions of such unvested Phantom Unit (as amended), such unvested Phantom Unit will be paid the Phantom Unit Consideration.

~~Item~~The ~~8.01.~~Merger ~~Other~~and ~~Events~~the GP Equity Transfer were funded through (i) debt financing from Barclays Bank PLC, Credit Suisse AG and Credit Suisse Securities (USA) LLC and (ii) equity financing from investment funds managed by Warburg Pincus LLC and certain other co-investors.

~~On December~~No ~~18,~~dissenters’ ~~2017,~~or ~~MLP~~appraisal ~~issued~~rights awere ~~press~~available, ~~release~~or ~~announcing~~will ~~the~~be ~~results~~available, ofwith ~~the~~respect ~~unitholder~~to ~~vote at~~ the ~~Special~~transactions ~~Meeting.~~contemplated Aby ~~copy of~~ the ~~press release is attached as Exhibit 99.1 to this Current Report on Form 8-K~~Merger ~~and~~Agreement ~~is incorporated herein by reference.~~

~~Item~~2 ~~9.01. Financial Statements and Exhibits.~~

~~(d)~~The ~~Exhibits~~foregoing description of the Merger Agreement and the Merger does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Merger Agreement, which was filed as Exhibit 2.1 to MLP’s Current Report on Form 8-K filed on August 29, 2017.

ExhibitNumber		Description
99.1		Press Release, dated December 18, 2017, issued by Arc Logistics Partners LP

Item 3.01.

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

To the extent required, the information contained in Item 2.01 in this Current Report on Form 8-K is incorporated by reference into this Item 3.01.

~~SIGNATURES~~In connection with the consummation of the Merger, the New York Stock Exchange (the “NYSE”) was notified that each Common Unit issued and outstanding immediately prior to the Effective Time was converted pursuant to the Merger Agreement into the right to receive Merger Consideration, subject to the terms and conditions of the Merger Agreement. MLP requested that the NYSE file a Form 25 with the Securities and Exchange Commission (the “SEC”) to delist the Common Units from the NYSE and to deregister the Common Units under Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Common Units will be suspended from trading on the NYSE prior to the opening of trading on December 22, 2017. MLP also intends to file with the SEC a Form 15 suspending the MLP’s reporting obligations under the Exchange Act.

~~Pursuant~~Item to3.03. ~~the~~Material ~~requirements~~Modification ofto the ~~Securities~~Rights ~~Exchange Act~~ of ~~1934,~~Security ~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized~~Holders.

~~Date:~~To ~~December~~the 18extent required, ~~2017~~the information contained in Item 2.01 in this Current Report on Form 8-K is incorporated by reference into this Item 3.03.

~~ARC~~Item ~~LOGISTICS PARTNERS LP By: Arc Logistics GP LLC, its general partner By: /s/ Vincent T~~5. ~~Cubbage Name: Vincent T~~01. ~~Cubbage~~Changes ~~Title:~~in ~~Chief~~Control ~~Executive~~of ~~Officer~~Registrant.

3To the extent required, the information contained in Item 2.01 in this Current Report on Form 8-K is incorporated by reference into this Item 5.01.

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In connection with the Merger, as of the Effective Time, Vincent T. Cubbage, Edward P. Russell, Eric J. Scheyer, Sidney L. Tassin, Gary G. White, Barry L. Zubrow and John Pugh resigned as members of the Board of Directors of MLP GP and as members of each committee of the Board of Directors on which they served immediately prior to the Effective Time. In connection with the Merger, as of the Effective Time, Vincent T. Cubbage, Michael H. Hart, John S. Blanchard, Bradley K. Oswald, Steven C. Schnitzer and Stephen J. Pilatzke resigned as officers of MLP GP.

At the Effective Time, MLP GP will be wholly owned and managed by Holdings. At the Effective Time, Jeffrey R. Armstrong was appointed Chief Executive Officer, Carlos Ruiz was appointed Chief Financial Officer and Dana Love was appointed Secretary, in each case of MLP GP.

Item 5.03.

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Immediately following the Effective Time, MLP GP filed a Certificate of Amendment to the Certificate of Limited Partnership of MLP, filed as Exhibit 3.1, to change the name of MLP to “Zenith Energy Logistics Partners LP”. Immediately following the Effective Time, Holdings filed a Certificate of Amendment to the Certificate of Formation of MLP GP, filed as Exhibit 3.2, to change the name of MLP GP to “Zenith Energy Logistics GP LLC”.

Immediately following the Effective Time, the limited liability company agreement of MLP GP as in effect immediately prior to the Merger was amended and restated in the form of the Second Amended and Restated Limited Liability Company Agreement of MLP GP, filed as Exhibit 3.3 to this Current Report on Form 8-K and is incorporated herein by reference. Immediately following the Effective Time, the agreement of limited partnership of MLP as in effect immediately prior to the Merger was amended and restated in the form of the Second Amended and Restated Agreement of Limited Partnership of MLP, filed as Exhibit 3.4 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits


Exhibit No.		Description

3.1		Certificate of Amendment to Certificate of Limited Partnership of Arc Logistics Partners LP

3.2		Certificate of Amendment to Certificate of Formation of Arc Logistics GP LLC

3.3		Second Amended and Restated Limited Liability Company Agreement of Zenith Energy Logistics GP LLC, dated as of December 21, 2017.

3.4		Second Amended and Restated Limited Partnership Agreement of Zenith Energy Logistics Partners LP, dated as of December 21, 2017.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 26, 2017


ARC LOGISTICS PARTNERS LP

By:	Arc Logistics GP LLC, its general partner

By:	/s/ Jeffrey R. Armstrong
	Name:	Jeffrey R. Armstrong
	Title:	Chief Executive Officer

Filing Compare · Zenith Energy Logistics Partners LP