 Arc Logistics Partners LP Joliet Terminal Acquisition February 2015 Exhibit 99.2 |
 Cautionary Note Forward-Looking Statements 2 Certain statements and information in this presentation constitute "forward-looking statements." Certain expressions including "believe," "expect,“ “intends,” or other similar expressions are intended to identify Arc Logistics Partners LP’s (the “Partnership,” or “Arc Logistics”) current expectations, opinions, views or beliefs concerning future developments and their potential effect on the Partnership. While management believes that these forward-looking statements are reasonable when made, there can be no assurance that future developments affecting the Partnership will be those that it anticipates. The forward-looking statements involve significant risks and uncertainties (some of which are beyond the Partnership's control) and assumptions that could cause actual results to differ materially from the Partnership's historical experience and its present expectations or projections. Important factors that could cause actual results to differ materially from forward looking statements include but are not limited to: (i) adverse economic, capital markets and political conditions; (ii) changes in the market place for the Partnership's services; (iii) changes in supply and demand of crude oil and petroleum products; (iv) actions and performance of the Partnership's customers, vendors or competitors; (v) changes in the cost of or availability of capital; (vi) unanticipated capital expenditures in connection with the construction, repair or replacement of the Partnership's assets; (vii) operating hazards, unforeseen weather events or matters beyond the Partnership's control; (viii) effects of existing and future laws or governmental regulations; and (ix) litigation. Additional information concerning these and other factors that could cause the Partnership's actual results to differ from projected results can be found in the Partnership's public periodic filings with the Securities and Exchange Commission, including the Partnership's Annual Report on Form 10-K for the year ended December 31, 2013 and any updates thereto in the Partnership’s subsequent quarterly reports on Form 10-Q and current reports on Forms 8-K. In addition, there are significant risks and uncertainties relating to the Partnership’s pending acquisition of Joliet Bulk, Barge & Rail LLC (“JBBR”) and, if the Partnership acquires JBBR, its ownership of JBBR, including (a) the acquisition may not be consummated, (b) the representations, warranties and indemnifications by CenterPoint Properties Trust (“CenterPoint” or the “Seller”) are limited in the purchase and sale agreement, and the Partnership’s diligence into the business has been limited and, as a result, the assumptions on which its estimates of future results of the business have been based may prove to be incorrect in a number of material ways, which could result in the Partnership not realizing the expected benefits of the acquisition and/or being exposed to material liabilities, (c) using debt to finance, in part, the acquisition will substantially increase the Partnership’s indebtedness, (d) the ability of the Partnership to successfully integrate JBBR’s operations and realize anticipated benefits of the acquisition, (e) the potential impact of the announcement or consummation of the pending acquisition on relationships, including with employees, suppliers, customers and competitors, (f) the Partnership's obligation to close the acquisition is not conditioned on the completion of its debt or equity financing, and if the Partnership fails to satisfy its obligation to consummate the acquisition after all conditions precedent to such obligation have been satisfied, it is reasonably possible that such event would have a material adverse effect on the Partnership's ability to pay cash distributions to its unitholders (at least in the short-term), (g) following the consummation of the acquisition, JBBR will depend on one customer for substantially all of its revenue, there is no guarantee that JBBR will be able to attract and retain additional customers or develop additional sources of revenue, and the loss of this customer could materially adversely affect the Partnership’s results of operations and cash flow, (h) upon closing of the acquisition, the JBBR rail unloading terminal will be a newly constructed facility, and following commencement of operations, the facility may not operate efficiently or reliably, which could adversely affect the Partnership’s results of operations and cash flows, (i) the loading and unloading (including by rail) of crude oil and other petroleum products is subject to many risks and operational hazards, and the transportation of crude by rail may be subject to increased regulation, (j) following the closing of the acquisition, the Partnership’s 60% ownership interest in JBBR will be held, indirectly, through a joint venture company (referred to herein as the “JBBR Joint Venture Company”) that will own 100% of JBBR, and the consent of GE Energy Financial Services, Inc. or an affiliate thereof (which will own the remaining 40% of JBBR Joint Venture Company) will be required with respect to certain business decisions relative to the operation, ownership and governance of JBBR Joint Venture Company as well as its subsidiaries, including JBBR. These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of the forward-looking statements contained herein. Other unknown or unpredictable factors could also have material adverse effects on the Partnership’s future results. Readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date thereof. The Partnership undertakes no obligation to publicly update or revise any forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise. The Partnership does not, as a matter of course, disclose projections as to future operations, earnings or other results. However, the Partnership has included herein certain prospective financial information, including estimated EBITDA. This information was not prepared with a view toward disclosure, but, in the view of the Partnership’s management, was prepared on a reasonable basis, reflects the best currently available estimates and judgments and presents, to the best of the Partnership’s knowledge and belief, the expected course of action and expected future financial performance of the assets. However, this information is not fact and should not be relied upon as being indicative of future results, and readers of this presentation are cautioned not to place undue reliance on the prospective financial information. |
 Arc Logistics is a fee-based, independent logistics service provider formed by Lightfoot Capital Partners, LP (“Lightfoot Capital”) to acquire, operate and grow energy logistics assets Arc Logistics Overview 3 (1) Reflects ownership interest held directly or indirectly by GE Energy Financial Services, Inc. The terminal will be acquired only after it becomes commercially operable, which is expected to occur in Q2 2015 As part of this initiative, the Partnership is expanding its asset footprint in the Midwest with the pending acquisition of a crude oil unloading terminal in Joliet, IL located at a key intersection of commodity flows and major refineries The Partnership is focused on developing existing and/or acquiring new assets to service current and future customers The Partnership utilizes its assets, which are strategically located in the East Coast, Gulf Coast, West Coast and Midwest regions of the United States, to provide its customers with multiple supply and delivery modes and a diverse slate of petroleum products The Partnership is principally engaged in the terminalling, storage, throughput and transloading of crude oil and petroleum products Pro Forma Partnership Structure Gulf LNG Holdings Group, LLC Arc Logistics LLC 100% LLC Interest LNG Facility Arc Terminals Holdings LLC Credit Facility Borrower Existing Operating Assets 100% LLC Interest 10.3% LLC Interest Affiliates of Kinder Morgan Energy and other owners 9.7% LLC Interest 80% LLC Interest Lightfoot Capital (our Sponsor) Common / Subordinated Units 0% GP Interest 30.0% LP Interest Common and Subordinated Units 44.6% LP Interest PIPE Unit Holders 25.4% LP Interest JBBR Joint Venture 60.0% Interest Joliet Bulk, Barge & Rail LLC 40.0% Interest (1) |
 Acquisition Overview |
 Overview of the Acquisition Agreement Transaction Summary 5 Arc Logistics has executed a definitive purchase agreement to acquire all of the membership interests of JBBR from CenterPoint JBBR owns a crude oil terminal in Joliet, IL (the “Joliet Terminal”) Arc Logistics will form a joint venture with GE Energy Financial Services, Inc., or an affiliate thereof (“GE EFS”), at the closing of the JBBR acquisition Arc Logistics and GE EFS will own, respectively, 60% and 40% of JBBR through the JBBR Joint Venture Company Purchase price: $216.0 million on a cash-free, debt-free basis ($129.6 million net to Arc Logistics) Per barrel earn-out on all barrels of throughput, capped at $27.0 million Closing: Targeted for mid-to-late April (but not later than May 18, 2015) Closing is conditioned upon the Joliet Terminal being commercially operable JBBR Joint Venture Joliet Bulk, Barge & Rail LLC 100.0% Simplified Structure Overview (1) JBBR Joint Venture Company Overview 60.0% (Managing Member) 40.0% Arc Logistics will form a 60/40 joint venture company with an affiliate of GE EFS to own and manage the Joliet Terminal Arc Logistics will manage the operations of the Joliet Terminal The Partnership will receive a management fee of $500,000 per year plus a per barrel fee for all throughput volumes in excess of the customer’s minimum contracted volumes The Partnership will be reimbursed for reasonable out of pocket costs associated with the management of the JBBR Joint Venture Company Arc Logistics will have the right to make a “first offer” to acquire the remaining interests of the JBBR Joint Venture Company from GE EFS, if GE EFS should decide to sell its interests (1) The chart below is meant to depict the indirect ownership by the Partnership and GE EFS. |
 Key Highlights The Joliet Terminal Summary 6 The Joliet Terminal, at closing, will be a multi-modal crude oil unloading terminal in Joliet, IL Rail unloading infrastructure Capable of unloading approximately 85,000 barrels per day Heat and steam infrastructure Storage and pipeline connectivity Approximately 300,000 barrels of storage Pipeline connection to an existing common-carrier crude oil pipeline Waterfront and expansion acreage available In excess of 80 acres of available land for expansion opportunities Operational dry bulk dock Additional waterfront available for petroleum product infrastructure Two agreements with a major oil company, each with a three-year term at the minimum volume commitments Terminal services agreement Throughput and deficiency agreement The two long-term agreements support estimated annual EBITDA (1) of $23.0 to $25.0 million The transaction is expected to be immediately accretive to the Partnership's distributable cash flow per unit Facility Overview (1) Estimated annual EBITDA attributable to the JBBR Joint Venture Company. Projection assumes minimum contracted revenue, minimum volumes and forecasted operating expenses for the estimated annual period following the targeted acquisition closing date. Please see reconciliation pages in the appendix for further detail. Facility Site |
 JBBR Transaction Highlights Immediately Accretive Management expects to recommend to the Board of Directors a $0.03 increase in the quarterly distribution per limited partner unit (representing an approximate 7% increase from the Q4 2014 distribution) following the first full quarter of operations after the acquisition Financial Rationale Contracted counterparty is a major oil company Extension of Existing Heavy Crude Oil Strategy Multi-modal crude oil terminal is located in one of the largest North American coking markets, providing support for the Partnership’s crude oil strategy The Joliet Terminal pairs rising heavy Canadian crude oil production with heavy crude oil refining demand in a logistics constrained market Economics of Canadian crude oil sands projects do not support shutting in production Producer and refiner economics make moving heavy crude oil (including bitumen) by rail competitive with pipeline transportation, supporting the long-term business rationale for the Joliet Terminal Geographic Diversification Expands the Partnership’s operating footprint into the Midwest energy logistics corridor Located within thirty miles of three heavy crude oil focused refineries and in close proximity to high demand refined products markets Location allows customer to pair Canadian production with existing coking capacity Provides low-cost, mainline rail transport for Canadian crude oil Platform for Growth Develop neat bitumen, heavy products and refined products handling capabilities (including additional heating capabilities) Construct liquid petroleum capabilities at existing barge dock Construct new tankage for storage and blending opportunities 7 The Joliet Terminal was built with the intent to increase capacity and expand service offerings for new and existing customers Ability to construct additional loop track, unloading rack, new pipeline connections and expand storage capacity to meet customer demand Purchase price implies a transaction EBITDA multiple of 8.6x – 9.4x Following closing, the acquisition is expected to be immediately accretive to the Partnership’s distributable cash flow per unit based on estimated EBITDA 100% fee-based cash flows for a period of three years at the minimum volume commitments with a contracted counterparty Identified development initiatives that will provide a platform for potential future EBITDA growth and diversification of the cash flow profile The transaction is aligned with the Partnership's core business strategy, providing independent logistics services to new and existing customers while generating stable fee-based cash flow to support distributions |
 Acquisition Rationale – Long-Term Demand for Heavy Crude Barrel Over the last three years, the Midwest crude oil market has faced major misalignment due to shifting crude oil production and refining demand dynamics 8 PADD II supply / demand is shifting toward a heavier barrel Rising Canadian heavy crude oil / bitumen production is displacing light domestic production and Brent-priced imports In Q3 2014, PADD II imported approximately 67.0% of total Canadian production Refinery capacity has transitioned to take advantage of the shifting crude slate Many PADD II refiners have completed coking upgrade / expansion projects PADD II heavy crude oil refining capacity has increased by more than 500 mbbls/d since 2010 Existing Midwest infrastructure is putting pressure on the refiners’ ability to obtain their optimal crude slate Pipeline infrastructure capable of supplying heavy Canadian crude oil into the Midwest market has been significantly apportioned New pipeline infrastructure will redirect Canadian heavy crude oil towards the Gulf Coast PADD II’s proximity to Canadian production and direct rail access support economics of heavy crude oil delivery by rail Source: Energy Information Administration, Energy Analysts International & National Energy Board. (1) Does not include PADD II crude oil exports by rail. PADD II Refinery Runs (Mmbbls/d) PADD II Crude Oil Supply (Mmbbls/d) (1) Source: Energy Analysts International. Source: Energy Information Administration & National Energy Board. 0.9 1.1 1.2 1.3 1.4 2.3 2.3 2.3 2.1 2.1 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% - 0.7 1.3 2.0 2.6 3.3 4.0 2010 2011 2012 2013 2014E Heavy Light / Medium % Heavy 3.3 3.2 3.6 3.8 4.0 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% - 0.7 1.3 2.0 2.6 3.3 4.0 2010 2011 2012 2013 YTD 3Q'2014 CAN Heavy / Bit. CAN Light / Med. / Synth. Other Foreign Imports Net Domestic Imports PADD II Production % Heavy Crude |
 Pending Financing Plan 9 The definitive acquisition agreement requires Arc Logistics to have committed financing in place Raised $75.0 million of common unit equity at an issue price of $17.00 per common unit Closing of the sale of common units to the investors will occur concurrently with the closing of the JBBR acquisition, but not later than May 18, 2015 The JBBR acquisition will not close unless, and until, the Joliet Terminal is commercially operable, which is expected to occur in mid-to-late April 2015 Amended and upsized the existing revolving credit facility from $175.0 million to $275.0 million SunTrust Bank, the administrative agent, is providing the Partnership with a fully committed facility to support the necessary amendments and incremental borrowing capacity Pending Sources & Uses ($mm) Capitalization as of 9/30/2014 ($mm) The Partnership’s financing plan is centered around maintaining what it believes to be a conservative balance sheet and liquidity position Sources Gross PIPE proceeds 75.0 $ Borrowings under A&R Credit Facility 59.8 Total Sources 134.8 $ Uses Purchase of 60% interest in JBBR JVCO 129.6 $ Offering fees 2.3 Transaction fees & expenses 2.9 Total Uses 134.8 $ Actual Pro Forma Cash and Cash Equivalents 4.6 $ 4.6 $ Amended and Restated Credit Facility 108.1 $ 167.9 $ Partners' Capital: Common units 123.1 195.8 Subordinated units 98.4 98.4 Accumulated other comprehensive income 0.8 0.8 Total Partners' Capital 222.3 $ 295.0 $ Total Capitalization 330.3 $ 462.8 $ |
 Illustrative Transaction Timeline 10 Sign JBBR Membership Interest Purchase Agreement Execute Debt & Equity Commitment Letters Sign Unit Purchase Agreement Execute Interim Investor Agreement with GE EFS Terminal deemed commercially operable Terminal ready for commissioning 14 – 21 days 0 – 7 days Fund and close transaction Commissioning trains received & unloaded February 19, 2015 Mid-to-Late April In order to minimize the Partnership's exposure to construction and commissioning risk, as well as risk under JBBR’s sole terminal services agreement, the Partnership will not be obligated to close the pending JBBR acquisition unless the Joliet Terminal is commercially operable. If the facility does not become commercially operable by May 18, 2015, the Partnership will have the right to terminate the JBBR acquisition agreement. |
 Growth-Oriented Partnership Organic Growth Opportunities Pipeline connected assets being repositioned for rail and marine opportunities Tank and facility upgrades / expansion opportunities driven by customer requests Acquisitions from Third Parties Evaluating acquisitions of third-party assets on a standalone basis History of executing accretive acquisitions New business lines (i.e. Jones Act shipping, dry bulk, pipelines) and / or geographic expansion including (Rocky Mountains / Mid-Continent) JBBR is not only an accretive acquisition, but also expands the Partnership’s Midwestern geographic presence Built in Contracted Growth CPI escalators in various terminalling agreements Throughput incentive structures to drive incremental volumes Acquisitions from/with Our Sponsor Sponsor actively evaluating additional midstream acquisitions for future dropdown opportunities Partners of our Sponsor include some of the largest energy investors in the United States The joint venture with GE EFS to acquire JBBR illustrates GE EFS’ support of the Partnership Growth from organic expansion of existing terminals, third-party acquisitions and development of customer base 11 |
 Contracted, Stable Cash Flow Profile The Partnership’s contract portfolio generates cash flows through minimum service fees, while providing for upside exposure to throughput and ancillary service fees Storage & Throughput Services Fees Typically contract with customers for the receipt, storage, throughput and transloading of crude oil and petroleum products for 1 – 10 year terms with evergreen provisions Many agreements contain take-or-pay provisions whereby Arc Logistics generates revenue regardless of its customers’ use of the facility Creates stable cash flow and mitigates exposure to supply and demand volatility and other market factors As of December 31, 2014, the weighted average remaining term for all of the Partnership’s service agreements was approximately three years Ancillary Fees Heating, blending and mixing associated with customers’ activity Varies based upon the activity levels of the Partnership’s customers Gulf LNG Distributions Distributions are supported by two 20- year (2) , terminal use agreements with firm reservation charges for all of the capacity of the LNG Facility with several integrated, multi-national oil and gas companies Historical Revenue Composition Contributions to Arc Logistics (1) from Gulf LNG 12 86.5% 86.9% 85.2% 90.8% 13.1% 14.8% 9.2% 0% 20% 40% 60% 80% 100% 2013 LTM 09/30/13 LTM 09/30/14 Ancillary 13.5% Storage & Throughput (1) Contribution of equity earnings and cash distributions for the nine months ended 9/30/2013 and 9/30/2014 represent the 10.3% LNG Interest’s pro forma contribution to Arc Logistics. (2) As of December 31, 2014, the remaining term was approximately 17 years. (3) Calculated assuming the Partnership consolidates 100% of the revenue associated with the JBBR Joint Venture Company; however, the Partnership will only receive 60% of the income and cash distributions. PF LTM 09/30/14 (3) $7.3 $7.4 $7.1 $7.3 $- $1.0 $2.0 $3.0 $4.0 $5.0 $6.0 $7.0 $8.0 YTD 3Q 2013 YTD 3Q 2014 Equity Earnings Cash Distributions |
 Operations Summary |
 Diversified Portfolio of Logistics Assets Flexible logistics assets serve as a critical link between supply and local demand 14 Terminals and Transloading Facilities Arc Terminals Headquarters Arc Logistics Headquarters LNG Facility Joliet Terminal The Partnership has increased its storage capacity by an annual ~19% growth rate since inception (1) The capacity represents our 50% share of the 884,000 barrels of available total storage capacity of the Baltimore, MD terminal and the 165,000 barrels of available total storage capacity of the Spartanburg, SC terminal. The terminals are co-owned with and operated by CITGO Petroleum Corporation. (2) The physical location of this terminal is in Mobile, AL. (3) The physical location of this terminal is in Chesapeake, VA. (4) The capacity represents the full capacity of the LNG Facility. We own a 10.3% interest in Gulf LNG Holdings, which owns the LNG Facility. (5) Pending JBBR acquisition: 300,000 barrels of storage and 85,000 barrels per day of throughput represent 100% of the Joliet Terminal. Information provided as of February 12, 2015 Location Capacity Products Terminals Baltimore, MD (1) 442 mbbls Gasoline; Distillates; Ethanol Blakeley, AL (2) 708 mbbls Crude Oil; Asphalt; Fuel Oil; Chemicals Brooklyn, NY 63 mbbls Gasoline; Ethanol Chickasaw, AL 609 mbbls Crude Oil; Distillates; Fuel Oil; Crude Tall Oil Chillicothe, IL 273 mbbls Gasoline; Distillates; Ethanol; Biodiesel Cleveland, OH – North 426 mbbls Gasoline; Distillates; Ethanol; Biodiesel Cleveland, OH – South 191 mbbls Gasoline; Distillates; Ethanol; Biodiesel Joliet, IL (5) 300 mbbls Crude Oil; Dry Bulk Madison, WI 150 mbbls Gasoline; Distillates; Ethanol; Biodiesel Mobile, AL – Main 1,093 mbbls Crude Oil; Asphalt; Fuel Oil Mobile, AL – Methanol 294 mbbls Methanol Norfolk, VA (3) 213 mbbls Gasoline; Distillates; Ethanol Portland, OR 1,466 mbbls Crude Oil; Asphalt; Aviation Gas; Distillates Selma, NC 171 mbbls Gasoline; Distillates; Ethanol; Biodiesel Spartanburg, SC (1) 83 mbbls Gasoline; Distillates; Ethanol Toledo, OH 244 mbbls Gasoline; Distillates; Aviation Gas; Ethanol; Biodiesel Total Terminals 6,725 mbbls Rail / Transloading Facilities Chickasaw, AL 9 mbpd Crude Oil; Distillates; Fuel Oil; Crude Tall Oil; Chemicals Joliet, IL (5) 85 mbpd Crude Oil Portland, OR 18 mbpd Crude Oil Saraland, AL 14 mbbls Crude Oil; Chemicals Total Rail / Transloading 126 mbpd LNG Facility Pascagoula, MS (4) 320,000 M Liquefied natural gas 3 |
 Well Positioned Assets Baltimore Brooklyn Blakeley Chickasaw Crucial marine access points, including both ship and barge berthing Connections to major U.S. pipeline infrastructure Buckeye Pipeline Colonial Pipeline Inland Pipeline Sun Pipeline Rail facilities at selected locations allow for loading/unloading opportunities Baltimore Chickasaw Cleveland Portland Cleveland Mobile Norfolk Portland The Partnership’s assets have multiple supply / receipt modes that provide flexibility to new and existing customers 15 Saraland (servicing Blakeley, Mobile and other 3rd party terminals) Toledo Joliet (1) Joliet (1) West Shore Pipeline Information provided as of February 12, 2015 (1) Pending JBBR acquisition. Supply & Delivery Moves by Terminal Supply & Delivery Modes by Terminal Baltimore Blakeley Brooklyn Chickasaw Chillicothe Cleveland Joliet (1) Madison Mobile Norfolk Portland Selma Spartanburg Toledo Pipeline Colonial None Buckeye None None Buckeye / Inland FERC Pipeline West Shore None Colonial None Colonial Colonial Sun / Buckeye Truck Rail Barge Ship |
 Arc Logistics Financial Overview |
 Financial Flexibility The Partnership is positioned to achieve growth objectives Capitalize on Financial Flexibility Committed $275.0 million amended and restated credit facility to fund a portion of Arc Logistics’ 60% interest in the JBBR acquisition Access to the capital markets Seek to maintain a balanced capital structure Maximize flexibility to fund growth Maintain Stable Cash Flows Focus on long-term fee-based growth opportunities Maintain stable customer profile with contracted revenues History of enhancing commercial opportunities by cross-selling services Continue to renew expiring contracts with similarly attractive or higher rates; amend contracts to include complementary business lines Focus on counterparty concentration and credit profile Deliver Consistent Distribution Growth Intend to maintain a conservative distribution coverage ratio Seek to maintain liquidity and financial flexibility to grow distributions Business model designed to produce consistent and stable cash flows 17 |
 Proven and Resilient Business Model The Partnership has achieved a track record of organic and acquisitive growth in spite of volatile commodity markets and economic headwinds Shell Capacity (mmbbls) (1) Reflects 100% of the Joliet Terminal storage capacity. (2) Adjusted EBITDA is a non-GAAP measure. Please see reconciliation pages in the appendix to this presentation. (3) Assumes the Partnership consolidates100% of the revenue associated with the JBBR Joint Venture Company; however, the Partnership will only receive 60% of the income and cash distributions. (4) Represents the Partnership’s 60% interest in the JBBR Joint Venture Company. Throughput (mbbls/d) Revenue ($mm) Adjusted EBITDA (2) ($mm) 18 (1) $21.0 $22.9 $47.8 $35.3 $41.6 $54.1 $87.1 $33.0 $- $20.0 $40.0 $60.0 $80.0 $100.0 2011 2012 2013 YTD 09/30/13 YTD 09/30/14 LTM 09/30/14 JBBR Ann. PF LTM 09/30/14 (3) $9.3 $10.9 $24.0 $16.8 $22.8 $29.9 $44.8 $14.9 $- $10.0 $20.0 $30.0 $40.0 $50.0 2011 2012 2013 YTD 09/30/13 YTD 09/30/14 LTM 09/30/14 JBBR Ann. PF LTM 09/30/14 (4) 3.1 3.5 5.0 6.7 1.0 2.0 3.0 4.0 5.0 6.0 7.0 2011 2012 2013 PF 09/30/14 30.7 40.9 70.7 71.8 10.0 20.0 30.0 40.0 50.0 60.0 70.0 80.0 2011 2012 2013 09/30/14 - - |
 Investment Highlights Diversified and well positioned asset portfolio to capitalize on organic and third party growth opportunities Joliet Terminal establishes a new growth platform for the Partnership in the Chicago refining corridor, with access to new and existing customers Supportive sponsor group with energy industry expertise and access to capital and investment opportunities GE EFS, part of the Partnership’s sponsor group, is supporting the JBBR acquisition via the JBBR Joint Venture Company (60% Arc Logistics / 40% GE EFS) Arc Logistics Partners LP is a fee-based, growth-oriented, independent logistics service provider Financial flexibility to achieve near and long-term opportunities JBBR acquisition is accretive to distributable cash flow per unit; Arc Logistics intends to increase the quarterly distribution per unit by $0.03 (~7% increase from the Q4 2014 distribution) with respect to the first full quarter of operations following the closing of the acquisition Stable and predictable cash flow profile JBBR acquisition is supported by 100% contracted fee-based take-or-pay cash flows 19 Customer driven, attractive and visible growth opportunities Joliet Terminal brings attractive growth opportunities with an existing customer and options to explore future opportunities with new customers Experienced management team with a proven track record of growing the business Management continues to successfully identify and execute on organic growth and third party acquisition opportunities |
 Questions |
 Appendix |
 Non-GAAP Financial Measures 22 The Partnership defines Adjusted EBITDA as net income before interest expense, income taxes and depreciation and amortization expense, as further adjusted for other non-cash charges and other charges that are not reflective of our ongoing operations. Adjusted EBITDA is a non-GAAP financial measure that management and external users of the Partnership's consolidated financial statements, such as industry analysts, investors, lenders and rating agencies, may use to assess (i) the performance of the Partnership's assets without regard to the impact of financing methods, capital structure or historical cost basis of the Partnership's assets; (ii) the viability of capital expenditure projects and the overall rates of return on alternative investment opportunities; (iii) the Partnership's ability to make distributions; (iv) the Partnership's ability to incur and service debt and fund capital expenditures; and (v) the Partnership's ability to incur additional expenses. The Partnership believes that the presentation of Adjusted EBITDA provides useful information to investors in assessing its financial condition and results of operations. The Partnership defines distributable cash flow as Adjusted EBITDA less (i) cash interest expense paid; (ii) cash income taxes paid; (iii) maintenance capital expenditures paid; and (iv) equity earnings from the Partnership’s interests in Gulf LNG Holdings Group, LLC (the “LNG Interest”); plus (v) cash distributions from the LNG Interest. Distributable cash flow is a non-GAAP financial measure that management and external users of the Partnership’s consolidated financial statements may use to evaluate whether the Partnership is generating sufficient cash flow to support distributions to its unitholders as well as measure the ability of the Partnership’s assets to generate cash sufficient to support its indebtedness and maintain its operations. The GAAP measure most directly comparable to Adjusted EBITDA and distributable cash flow is net income. Adjusted EBITDA and distributable cash flow should not be considered as an alternative to net income. Adjusted EBITDA and distributable cash flow have important limitations as analytical tools because they exclude some but not all items that affect net income. You should not consider Adjusted EBITDA or distributable cash flow in isolation or as a substitute for analysis of the Partnership's results as reported under GAAP. Additionally, because Adjusted EBITDA and distributable cash flow may be defined differently by other companies in the Partnership's industry, its definitions of Adjusted EBITDA and distributable cash flow may not be comparable to similarly titled measures of other companies, thereby diminishing their utility. Please see the reconciliation of net income to Adjusted EBITDA and distributable cash flow in the accompanying tables. |
 Standalone Reconciliation to Adjusted EBITDA 23 Year Ended December 31, YTD Ended 2011 2012 2013 09/30/13 09/30/14 Net Income 5,366 $ 5,423 $ 12,831 $ 12,470 $ 6,239 $ Income taxes 25 43 20 18 54 Interest expense 491 1,320 8,639 4,889 2,730 Gain on bargain purchase of business - - (11,777) (11,777) - Depreciation 2,749 3,317 5,836 4,154 5,319 Amortization 649 624 4,756 3,425 4,060 One-time transaction expenses - 135 3,673 3,666 451 Non-cash charges - - - - 3,943 Management Fees - - - - - Adjusted EBITDA 9,280 $ 10,862 $ 23,978 $ 16,845 $ 22,796 $ (1) (2) (3) (1) The one-time transaction expenses for 2012 and 2013 relate to the due diligence and acquisition expenses associated with the purchase of the Mobile, AL, Saraland, AL and Brooklyn, NY facilities; for 2014, such expenses related to the consummation of the Portland, OR terminal lease transaction. (2) The non-cash charges relate to deferred rent expense associated with the Portland, OR terminal lease transaction and non-cash compensation associated with the Partnership’s long-term incentive plan. (3) Adjusted EBITDA is defined as a non-GAAP measure. |
 Reconciliation to Adjusted EBITDA and DCF (1) The one-time transaction expenses for 2013 relate to the due diligence and acquisition expenses associated with the purchase of the Mobile, AL, Saraland, AL and Brooklyn, NY facilities; for 2014, such expenses related to the consummation of the Portland, OR terminal lease transaction. (2) The non-cash charges relate to deferred rent expense associated with the Portland, OR terminal lease transaction and non-cash compensation associated with the Partnership long-term incentive plan. (3) Pursuant to the management services agreement to be entered into by GE EFS and Arc Logistics, Arc Logistics will be paid an annual fee of $500,000 plus a per barrel fee for throughput in excess of the minimum volume commitments. (4) Adjusted EBITDA and Distributable Cash Flow are defined as non-GAAP measures. (5) Mid-point of the projected Adjusted EBITDA range between $23 million to $25 million, or $24 million. (6) Estimated net income attributable to 100% of the JBBR Joint Venture Company. Projection assumes minimum contracted revenue, minimum volumes, and forecasted operating expenses for the twelve months following the targeted acquisition closing date. (7) Estimated depreciation based on a preliminary purchase price allocation developed by management. (8) Estimated amortization based on a preliminary purchase price allocation developed by management. (9) Estimated earn-out owed to Seller under the minimum volume commitments. (10) Adjusted to reflect only nine months of ownership. (11) Required adjustments to reflect the Partnership's 60% ownership in the JBBR Joint Venture Company which includes any costs associated with the debt financing. (12) Assumes $59.8 million of additional indebtedness at an interest rate of 3.5%. 24 JBBR JVCO Pro Forma FYE YTD Ended JBBR Est. JBBR Est. Arc Logistics YTD 12/31/13 09/30/13 09/30/14 Annualized 9 Months Adjustments 09/30/14 Net Income 12,831 $ 12,470 $ 6,239 $ 10,297 $ 7,723 $ (4,659) $ 9,303 $ Income taxes 20 18 54 - - - 54 Interest expense 8,639 4,889 2,730 - - 1,570 4,300 Gain on bargain purchase of business (11,777) (11,777) - - - - - Depreciation 5,836 4,154 5,319 3,321 2,491 (996) 6,813 Amortization 4,756 3,425 4,060 10,382 7,786 (3,114) 8,732 One-time transaction expenses 3,673 3,666 451 - - - 451 Non-cash charges - - 3,943 - - - 3,943 Management Fees - - - - - 375 375 Adjusted EBITDA 23,978 $ 16,845 $ 22,796 $ 24,000 $ 18,000 $ (6,825) $ 33,971 $ Cash interest expense (2,534) - - (1,570) (4,104) Cash income taxes (54) - - - (54) Maintenance capital expenditures (1,802) (500) (375) 150 (2,027) Equity earnings from the LNG Interest (7,406) - - - (7,406) Cash distributions received from the LNG Interest 7,298 - - - 7,298 Seller Earn-out - (1,369) (1,027) 411 (616) Distributable Cash Flow 18,298 $ 22,131 $ 16,598 $ (7,834) $ 27,062 $ (6) (7) (8) (10) (11) (9) (5) (9) (12) (1) (2) (3) (4) (4) |
 Reconciliation to LTM Adjusted EBITDA 25 (1) The one-time transaction expenses for 2013 relate to the due diligence and acquisition expenses associated with the purchase of the Mobile, AL, Saraland, AL and Brooklyn, NY facilities; for 2014, such expenses related to the consummation of the Portland, OR terminal lease transaction. (2) The non-cash charges relate to deferred rent expense associated with the Portland, OR terminal lease transaction and non-cash compensation associated with the Partnership long-term incentive plan. (3) Pursuant to the management services agreement to be entered into by GE EFS and Arc Logistics, Arc Logistics will be paid an annual fee of $500,000 plus a per barrel fee for throughput in excess of the minimum volume commitments. (4) Adjusted EBITDA is defined as a non-GAAP measure. (5) Mid-point of the projected EBITDA range between $23 million to $25 million, or $24 million. (6) Estimated net income attributable to 100% of the JBBR Joint Venture Company. Projection assumes minimum contracted revenue, minimum volumes, and forecasted operating expenses for the twelve months following the targeted acquisition closing date. (7) Estimated depreciation based on a preliminary purchase price allocation developed by management. (8) Estimated amortization based on a preliminary purchase price allocation developed by management. (9) Required adjustments to reflect the Partnership's 60% ownership in the JBBR Joint Venture Company which includes any costs associated with the debt financing. (10) Assumes $59.8 million of additional indebtedness at an interest rate of 3.5%. Pro Forma FYE YTD Ended LTM JBBR JVCO Arc Logistics LTM 12/31/13 09/30/13 09/30/14 09/30/14 Annualized Adjustments 09/30/14 Net Income 12,831 $ 12,470 $ 6,239 $ 6,600 $ 10,297 $ (6,212) $ 10,685 $ Income taxes 20 18 54 56 - - 56 Interest expense 8,639 4,889 2,730 6,480 - 2,093 8,573 Gain on bargain purchase of business (11,777) (11,777) - - - - - Depreciation 5,836 4,154 5,319 7,001 3,321 (1,328) 8,994 Amortization 4,756 3,425 4,060 5,391 10,382 (4,153) 11,620 One-time transaction expenses 3,673 3,666 451 458 - - 458 Non-cash charges - - 3,943 3,943 - - 3,943 Management Fees - - - - - 500 500 Adjusted EBITDA 23,978 $ 16,845 $ 22,796 $ 29,929 $ 24,000 $ (9,100) $ 44,829 $ (6) (7) (8) (9) (5) (10) (2) (3) (4) (1) |