Zenith Energy Logistics Partners (ARCX) 8-K Arc Logistics Partners LP to Acquire a Terminal in Joliet, Illinois in a Joint Venture

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)