other than the Offeror or its affiliates (the “Unaffiliated Unitholders”) that are not tendered pursuant to the Offer (the “Buyout”) pursuant to Section 15.1(a) of the First Amended and Restated Agreement of Limited Partnership of World Point Terminals, LP, as amended (the “Partnership Agreement”), at a price per Unit equal to the Offer Price (the “Buyout Price”), upon the terms and subject to the conditions set forth in the Transaction Agreement. Following the consummation of the Buyout, the Offeror and its affiliates will collectively beneficially own 100% of the outstanding Units.
4.
The conflicts committee (the “Conflicts Committee”) of the board of directors of the General Partner (the “GP Board”), consisting of two independent directors, has unanimously adopted resolutions: (i) determining that the Transaction Agreement, the Offer, the Buyout and the other transactions contemplated by the Transaction Agreement are in the best interests of, and fair and reasonable to, the Partnership and its subsidiaries and the holders of Units other than the Offeror, the General Partner and their respective affiliates (the “Unaffiliated Unitholders”); (ii) approving and declaring advisable the Transaction Agreement, the Offer, the Buyout and the other transactions contemplated by the Transaction Agreement; and (iii) recommending that the GP Board (a) approve the Transaction Agreement, the Offer, the Buyout and the other transactions contemplated by the Transaction Agreement and (b) recommend that the Unaffiliated Unitholders accept the Offer and tender their Units pursuant to the Offer.
5.
The GP Board, based on the unanimous recommendation of the Conflicts Committee, has adopted resolutions: (i) declaring that the Transaction Agreement, the Offer, the Buyout and the other transactions contemplated by the Transaction Agreement are fair to and not adverse to the best interests of the Partnership and the Unaffiliated Unitholders; (ii) approving and declaring advisable the Transaction Agreement, the Offer, the Buyout and the other transactions contemplated by the Transaction Agreement; and (iii) recommending that the Unaffiliated Unitholders accept the Offer and tender their Units pursuant to the Offer.
6.
The Offer is not subject to any financing condition. The obligation of the Offeror to accept for payment and pay for Units validly tendered (and not properly withdrawn) pursuant to the Offer (the time of such acceptance, the “Acceptance Time”) is subject, among other things, to the condition that there have been validly tendered (and not properly withdrawn) prior to the expiration of the Offer such number of Units that, together with the Units then collectively beneficially owned by the Offeror and its affiliates, represent at least one Unit more than 80% of the then outstanding Units (the “Minimum Tender Condition”). The Offeror is not permitted to waive the Minimum Tender Condition without the consent of the GP Board (acting upon the recommendation of the Conflicts Committee). The Offer is also subject to the condition that the Formula Price (as defined below), calculated as of the date immediately following the date on which the Acceptance Time is scheduled to occur, does not exceed the Offer Price (the “Price Condition”). As defined in the Transaction Agreement, “Formula Price” means a price per Unit equal to the greater of (i) the average daily closing price of the Units on the New York Stock Exchange for the 20 consecutive trading days immediately preceding the date that is three business days prior to the date on which notice of the Buyout is mailed to the unitholders by the Offeror and (ii) the highest price paid by the General Partner or any of its affiliates for any Units purchased during the 90-day period preceding the date on which such notice is mailed to the unitholders. The Price Condition is waivable by the Offeror at its sole discretion. However, if the Price Condition is waived by the Offeror and the Offer is consummated, the Offeror will not be able to consummate the Buyout unless the Price Condition is subsequently satisfied. If the Offer is not consummated by July 20, 2017, or if notice of the Buyout is not given by the Offeror by July 21, 2017, each of the Offeror and the Partnership can terminate the Transaction Agreement. The Offer is also subject to the other conditions described in the Offer to Purchase under “The Offer—Section 12—Conditions of the Offer.”
7.
The initial scheduled expiration time of the Offer is 11:59 p.m., New York City time, on June 29, 2017, unless the Offer is extended by the Offeror. Previously tendered Units may be withdrawn at any time until the Offer has expired, and if not previously accepted for payment at any time, after August 1, 2017, pursuant to the regulations of the Securities and Exchange Commission.
