LONDON, March 2, 2017 /PRNewswire/ -- VTTI Energy
Partners LP (NYSE: VTTI) (the "Partnership") announced today that
the Board of Directors of VTTI Energy Partners GP LLC (the "GP
Board") has received a proposal from VTTI B.V. ("VTTI") pursuant to
which VTTI would acquire through a wholly owned subsidiary all
publicly held common units of the Partnership in exchange for
$18.75 per common unit, representing
a 3% premium over the 30 trading day volume weighted average price
as of March 1, 2017. If
approved, the transaction would be effected through a merger of the
Partnership with a wholly owned subsidiary of VTTI. The
Partnership expects that the Board of Directors of VTTI Energy
Partners GP LLC (the "GP Board") will form a Conflicts Committee
(the "Conflicts Committee") comprised of independent directors,
which will evaluate and, if appropriate, approve the proposal and
recommend that the full GP Board and the Partnership's unitholders
approve the proposal.
In its offer letter to the GP Board, VTTI indicated the reasons
for the proposed merger include the following:
- Despite two drop down transactions and six distribution
increases since mid-2015, the Partnership's common units have
performed below VTTI's expectations even amidst recent improvement
in commodity prices and investor sentiment in the broader
market.
- Given the trading levels of the Partnership's common units, the
resulting increased cost of capital and the liquidity challenges
associated with the Partnership's relatively small public float and
other factors, VTTI does not intend to execute any further
dropdowns to the Partnership of additional assets or equity
interests in VTTI MLP B.V., the holding company for the
Partnership's operating subsidiaries.
- In the absence of further dropdowns and in light of VTTI's view
of the master limited partnership sector in general and the
Partnership in particular, VTTI believes that the offer price
represents an attractive valuation to the Partnership's public
unitholders and a greater valuation than will be achieved by those
unitholders in the near to medium term through their ownership of
the Partnership's common units.
The proposed transaction is subject to the negotiation and
approval of mutually satisfactory definitive documentation by the
GP Board and the VTTI board of directors and the execution thereof
by the parties thereto. If a definitive agreement is reached,
the transaction will also require approval by at least a majority
of the holders of outstanding common units (other than those common
units held by VTTI and its affiliates) and subordinated units in
the Partnership. The transaction would be subject to
customary closing conditions. There can be no assurance that
definitive documentation will be executed or that any transaction
will materialize.
About VTTI Energy Partners LP
VTTI Energy Partners LP is a fee-based, growth-oriented limited
partnership, formed to own, operate, develop and acquire refined
petroleum product and crude oil terminaling and related energy
infrastructure assets on global scale. The Partnership's assets
include interests in a broad-based portfolio of six terminals that
are strategically located in energy hubs throughout the world with
a combined total storage capacity of 35.7 million barrels.
About VTTI B.V.
VTTI B.V. is a fee-based, growth-oriented business formed to
own, operate, develop and acquire refined petroleum product and
crude oil terminaling and related energy infrastructure assets on
global scale. VTTI B.V.'s assets include interests in a broad-based
portfolio of terminals that are strategically located throughout
the world with a combined total storage capacity of 54 million
barrels including assets under construction.
Forward Looking Statements
This press release contains "forward-looking statements." All
statements, other than statements of historical facts, that address
activities, events or developments that the Partnership expects,
projects, believes or anticipates will or may occur in the future
are forward-looking statements. You are cautioned not to rely on
these forward-looking statements, which speak only as the date of
this press release. The Partnership undertakes no obligation and
does not intend to update these forward-looking statements to
reflect events or circumstances occurring after this press release.
These statements are based on current expectations of future
events, are not guarantees of future performance and are subject to
risks, uncertainties and other factors, some of which are beyond
the Partnership's control and are difficult to predict. These risks
and uncertainties include the risks that the proposed transaction
may not be consummated or the benefits contemplated therefrom may
not be realized. If underlying assumptions prove inaccurate
or unknown risks or uncertainties materialize, actual results could
vary materially from our expectations and projections. When
considering these forward-looking statements, you should keep in
mind the risk factors and other cautionary statements found in our
filings with the SEC, which include, but are not limited to, those
found in the Partnership's Annual Report filed on Form 20-F with
the SEC on April 29, 2016.
For additional information contact:
VTTI ENERGY PARTNERS LP:
Robert Abbott
Chief Financial Officer
Email: abb@vtti.com
Tel: +44 20 3772 0110
Additional Information and Where to Find It
This communication does not constitute a solicitation of any
vote or approval with respect to the proposed transaction. This
communication relates to a proposed business combination between
VTTI and the Partnership. In connection with the proposed
transaction, the Partnership expects to file with the Securities
and Exchange Commission (the "SEC") a proxy statement and other
documents with the SEC. WE URGE INVESTORS AND SECURITY HOLDERS TO
READ THE PROXY STATEMENT AND ANY OTHER RELEVANT DOCUMENTS THAT HAVE
BEEN FILED OR MAY BE FILED WITH THE SEC CAREFULLY AND IN THEIR
ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT
INFORMATION. Any definitive proxy statement(s) (if and when
available) will be mailed to unitholders of the Partnership.
Investors and security holders will be able to obtain these
materials (if and when they are available) free of charge at the
SEC's website, www.sec.gov. In addition, copies of any documents
filed with the SEC may be obtained free of charge from the
Partnership's internet website for investors at
http://www.vttienergypartners.com. Investors and security holders
may also read and copy any reports, statements and other
information filed by the Partnership with the SEC at the SEC public
reference room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 or visit the SEC's website for further information
on its public reference room.
Participation in the Solicitation of Votes
VTTI and the Partnership and their respective directors and
executive officers may be considered participants in the
solicitation of proxies in connection with the proposed
transaction. Information regarding the Partnership's directors and
executive officers is available in its Annual Report on Form 20-F
for the year ended December 31, 2015,
filed with the SEC on April 29, 2016.
Other information regarding the participants in the proxy
solicitation and a description of their direct and indirect
interests, by security holdings or otherwise, will be contained in
the proxy statement and other relevant materials to be filed with
the SEC when they become available.
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