Related Party Transactions | 3 Months Ended |
Mar. 31, 2015 |
Related Party Transactions [Abstract] | |
Related Party Transactions | |
Note 11—Related Party Transactions |
Agreements with Affiliates |
Payments to the General Partner and its Affiliates |
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The General Partner conducts, directs and manages all activities of the Partnership. The General Partner is reimbursed on a monthly basis, or such other basis as may be determined, for: (i) all direct and indirect expenses it incurs or payments it makes on behalf of the Partnership and its subsidiaries; and (ii) all other expenses allocable to the Partnership and its subsidiaries or otherwise incurred by the General Partner in connection with operating the Partnership and its subsidiaries’ businesses (including expenses allocated to the General Partner by its affiliates). |
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For the three months ended March 31, 2015 and 2014, the General Partner incurred expenses of $1.1 million and $0.9 million, respectively. Such expenses are reimbursable from the Partnership and are reflected in the “Selling, general and administrative – affiliate” line on the accompanying unaudited condensed consolidated statements of operations and comprehensive income. As of March 31, 2015 and December 31, 2014, the Partnership had a payable of approximately $2.7 million and $0.4 million, respectively, to the General Partner which is reflected as “Due to general partner” in the accompanying unaudited condensed consolidated balance sheets. |
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Registration Rights Agreement |
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In connection with the IPO, the Partnership entered into a registration rights agreement with the Sponsor. Pursuant to the registration rights agreement, the Partnership is required to file, upon request of the Sponsor, a registration statement to register the common units issued to the Sponsor and the common units issuable upon the conversion of the subordinated units held by the Sponsor. In addition, the registration rights agreement gives the Sponsor piggyback registration rights under certain circumstances. The registration rights agreement also includes provisions dealing with holdback agreements, indemnification and contribution and allocation of expenses. These registration rights are transferable to affiliates and, in certain circumstances, to third parties. |
Other Transactions with Related Persons |
GCAC Guarantee |
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GCAC guarantees up to $20 million of the Partnership’s Credit Facility. Under certain circumstances, the lenders may release GCAC from such guarantee. |
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Storage and Throughput Agreements with Center Oil |
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During 2007, the Partnership acquired seven terminals from Center Oil for $35.0 million in cash and 750,000 subordinated units in the Partnership. In connection with this purchase, the Partnership entered into a storage and throughput agreement with Center Oil whereby the Partnership provides storage and throughput services for various petroleum products to Center Oil at the terminals acquired by the Partnership in return for a fixed per barrel fee for each outbound barrel of Center Oil product shipped or committed to be shipped. The throughput fee is calculated and due monthly based on the terms and conditions as set forth in the storage and throughput agreement. In addition to the monthly throughput fee, Center Oil is required to pay the Partnership a fixed per barrel fee for any additives added into Center Oil’s product. |
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The term of the storage and throughput agreement extends through June 2017. The agreement will automatically renew for a period of three years at the expiration of the current term at an inflation adjusted rate (subject to a cap), as determined in accordance with the agreement, unless a party delivers a written notice of its election to terminate the storage and throughput agreement at least eighteen months prior to the expiration of the current term. |
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In February 2010, the Partnership acquired a 50% undivided interest in the Baltimore, MD terminal. In connection with the acquisition, the Partnership acquired an existing agreement with Center Oil whereby the Partnership provides ethanol storage and throughput services to Center Oil. The Partnership charges Center Oil a fixed fee for storage and a fee based upon ethanol throughput at the Baltimore, MD terminal. The storage and throughput fees are calculated monthly based on the terms and conditions of the storage and throughput agreement. This agreement was renewed under the one-year evergreen provision and has been extended to May 2016. |
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In May 2011, the Partnership entered into an agreement to provide refined products storage and throughput services to Center Oil at the Baltimore, MD terminal. The Partnership charges Center Oil a fixed fee for storage and a fee for ethanol blending and any additives added to Center Oil’s product. The storage and throughput fees are calculated monthly based on the terms and conditions of the storage and throughput agreement. This agreement was not renewed and will expire in May 2015. |
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In May 2013, the Partnership entered into an agreement to provide gasoline storage and throughput services to Center Oil at the Brooklyn, NY terminal. The Partnership charges Center Oil a fixed per barrel fee for each inbound delivery of ethanol and every outbound barrel of product shipped or committed to be shipped and a fee for any ethanol blending and additives added to Center Oil’s product. The storage and throughput fees are calculated monthly based on the terms and conditions of the storage and throughput agreement. The agreement has a one-year term and comes up for renewal in May 2015. This agreement was renewed under the one-year evergreen provision and has been extended to May 2016. |
Storage and Throughput Agreements with GCAC |
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In February 2013, the Partnership entered into a storage and throughput agreement with GCAC (the “GCAC Agreement 1”) whereby the Partnership provides storage and throughput services for various petroleum products to GCAC in return for a fixed per barrel storage fee plus a fixed per barrel fee for related throughput and other ancillary services. In addition, the Partnership entered into a second storage and throughput agreement with GCAC (the “GCAC Agreement 2”) whereby the Partnership built an additional 150,000 barrels of storage tanks for GCAC to store and throughput various petroleum products in return for similar economic terms of GCAC Agreement 1. |
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The initial term of GCAC Agreements 1 and 2 is approximately five years. These agreements can be mutually extended by both parties as long as the extension is agreed to 180 days prior to the end of the initial termination date; otherwise the Partnership has the right to lease the storage capacity to any third party. |
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The total revenues associated with the storage and throughput agreements for Center Oil and GCAC and reflected in the “Revenues – Related parties” line on the accompanying unaudited condensed consolidated statements of operations and comprehensive income are as follows (in thousands): |
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| Three Months Ended | |
| March 31, | |
| 2015 | | | 2014 | |
Center Oil | $ | 1,728 | | | $ | 1,885 | |
GCAC | | 450 | | | | 453 | |
Total | $ | 2,178 | | | $ | 2,338 | |
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The total receivables associated with the storage and throughput agreements for Center Oil and GCAC and reflected in the “Due from related parties” line on the accompanying unaudited condensed consolidated balance sheets are as follows (in thousands): |
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| As of | |
| March 31, | | | December 31, | |
| 2015 | | | 2014 | |
Center Oil | $ | 636 | | | $ | 594 | |
GCAC | | 310 | | | | 306 | |
Total | $ | 946 | | | $ | 900 | |
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Operating Lease Agreement |
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In January 2014, the Partnership, through its wholly owned subsidiary, Arc Terminals Holdings, entered into a triple net operating lease agreement relating to the Portland Terminal together with a supplemental co-terminus triple net operating lease agreement for the use of certain pipeline infrastructure at such terminal (such lease agreements, collectively, the “Lease Agreement”), pursuant to which Arc Terminals Holdings leased the Portland Terminal from a wholly owned subsidiary of CorEnergy Infrastructure Trust, Inc. (“CorEnergy”). Arc Logistics guaranteed Arc Terminals Holdings’ obligations under the Lease Agreement. CorEnergy owns a 6.6% direct investment in Lightfoot Capital Partners LP and a 1.5% direct investment in Lightfoot Capital Partners GP LLC, the general partner of Lightfoot. The Lease Agreement has a 15-year initial term and may be extended for additional five-year terms at the sole discretion of Arc Terminals Holdings, subject to renegotiated rental payment terms. |
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During the term of the Lease Agreement, Arc Terminals Holdings will make base monthly rental payments and variable rent payments based on the volume of liquid hydrocarbons that flowed through the Portland Terminal in the prior month. The base rent in the initial years of the Lease Agreement were $230,000 per month through July 2014 (prorated for the partial month of January 2014) and are $417,522 for each month thereafter until the end of year five. The base rent also increased each month starting with the month of August 2014 by a factor of 0.00958 of the specified construction costs incurred by LCP Oregon Holdings LLC (“LCP Oregon”) at the Portland Terminal, estimated at $10 million. Assuming such improvements are completed, the base rent will increase by approximately $95,800 per month. As of March 31, 2015, spending on terminal-related projects by CorEnergy since the commencement of the Lease Agreement totaled approximately $7.5 million and, as a result, the base rent has increased by approximately $72,000 per month. The base rent will be increased at the end of year five by the change in the consumer price index for the prior five years, and every year thereafter by the greater of two percent or the change in the consumer price index. The base rent is not influenced by the flow of hydrocarbons. Variable rent will result from the flow of hydrocarbons through the Portland Terminal in excess of a designated threshold of 12,500 barrels per day of oil equivalent. Variable rent is capped at 30% of base rent payments regardless of the level of hydrocarbon throughput. During the three months ended March 31, 2015 and 2014, the expense associated with the Lease Agreement was $1.6 million and $1.6 million, respectively. During the three months ended March 31, 2015 and 2014, there was no variable rent associated with the Lease Agreement. |
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So long as Arc Terminals Holdings is not in default under the Lease Agreement, it shall have the right to purchase the Portland Terminal at the end of the third year of the Lease Agreement and at the end of any month thereafter by delivery of 90 days’ notice (“Purchase Option”). The purchase price shall be the greater of (i) nine times the total of base rent and variable rent for the 12 months immediately preceding the notice and (ii) $65.7 million. If the purchase right is not exercised, the Lease Agreement shall remain in place and Arc Terminals Holdings shall continue to pay rent as provided above. Arc Terminals Holdings also has the option to terminate the Lease Agreement on the fifth and tenth anniversaries, by providing written notice 12 months in advance, for a termination fee of approximately $4 million and $6 million, respectively. |
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Pending JBBR Acquisition |
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JBBR Purchase Agreement |
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In February 2015, Arc AcquisitionCo, the Partnership’s indirect, wholly owned subsidiary that upon the closing of the JBBR Acquisition will be owned jointly by the Partnership and an affiliate of GE EFS, entered into the JBBR Purchase Agreement pursuant to which Arc AcquisitionCo agreed, subject to the terms and conditions thereof, to acquire from CenterPoint, for a base cash purchase price of $216 million (the “JBBR Purchase Price”), all of the membership interests in JBBR, which among other things owns the Joliet Terminal. Arc AcquisitionCo is also required to pay to CenterPoint earn-out payments for each barrel of petroleum product that is either delivered to or received from the Joliet Terminal (without duplication) or for which JBBR receives payment under minimum volume commitments regardless of actual throughput activity. Arc AcquisitionCo’s earn-out obligations to CenterPoint will terminate upon the payment, in the aggregate, of $27 million. In connection with the JBBR Acquisition, the Partnership entered into a joint venture arrangement with GE EFS. Upon the closing of the JBBR Acquisition, an affiliate of GE EFS will own 40% of Arc AcquisitionCo, with the remaining 60% owned by the Partnership. The Partnership will manage the ongoing operations of Arc AcquisitionCo and its subsidiaries, including JBBR. |
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Arc AcquisitionCo is also required to pay to CenterPoint earn-out payments for each barrel of petroleum product that is either delivered to or received from the Joliet Terminal (without duplication) or for which JBBR receives payment under minimum volume commitments regardless of actual throughput activity. Arc AcquisitionCo’s earn-out obligations to CenterPoint will terminate upon the payment, in the aggregate, of $27 million. |
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Equity Commitment Letter and Interim Investors Agreement |
In February 2015, Aircraft Services Corporation (the “GE Equity Provider”), an affiliate of GE EFS, entered into an equity commitment letter with Arc AcquisitionCo under which GE Equity Provider agreed to contribute to Arc AcquisitionCo forty percent (40%) of the JBBR Purchase Price to enable Arc AcquisitionCo to consummate the JBBR Acquisition. GE Equity Provider’s obligations to make such funding available to Arc AcquisitionCo at the JBBR Closing are subject to customary funding conditions, including the satisfaction (or waiver by Arc AcquisitionCo) of all conditions to Arc AcquisitionCo’s obligation to consummate the JBBR Acquisition pursuant to the JBBR Purchase Agreement, as more fully set forth in the equity commitment letter provided by GE Equity Provider. |
In February 2015, the Partnership and EFS-S LLC (an affiliate of GE EFS and, as such, “GE JV Partner”) entered into an interim investors agreement (the “Interim Investors Agreement”), which governs the actions of Arc AcquisitionCo and the relationship between the Partnership and GE JV Partner as it relates to Arc AcquisitionCo until the earlier of the JBBR Closing and the termination of the JBBR Purchase Agreement. The Partnership and GE JV Partner have agreed to enter into an amended and restated limited liability company agreement of Arc AcquisitionCo concurrently with the JBBR Closing on terms consistent with terms set forth in the Interim Investors Agreement. |
GE EFS owns, indirectly, interests in Lightfoot. Lightfoot has a significant interest in the Partnership through its ownership of a 40.3% limited partner interest in the Partnership (prior to giving effect to the issuance by the Partnership of common units in the PIPE Transaction described below), 100% of the limited liability company interests in the General Partner, and all of the Partnership’s incentive distribution rights. Daniel Castagnola, Managing Director of GE EFS, which is an affiliate of General Electric Capital Corporation, serves on the Board. |
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Financing of the Partnership Equity Commitment |
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PIPE Transaction |
In February 2015, the Partnership entered into a Unit Purchase Agreement (the “PIPE Purchase Agreement”) with the purchasers named therein (the “PIPE Purchasers”) to sell 4,411,765 common units at a price of $17.00 per unit in a private placement. The common unit purchase price payable by the PIPE Purchasers will be reduced by the Partnership’s first quarter 2015 distribution in respect of its common units if the closing of the PIPE Transaction occurs after the record date for such distribution. Assuming the closing occurs after the record date of the Partnership’s first quarter 2015 distribution, the Partnership will sell 4,520,795 common units at a price of $16.59 to the PIPE Purchasers. The Partnership will use the proceeds from the private placement (totaling $75 million before placement agent commissions and expenses) to fund a portion of the Partnership’s obligations under an equity commitment letter delivered by the Partnership to Arc AcquisitionCo with respect to the Partnership’s 60% (approximately $130 million) of the JBBR Purchase Price. If the PIPE Purchase Agreement is terminated pursuant to its terms, including on account of the termination of the JBBR Purchase Agreement or if the closing under the PIPE Purchase Agreement fails to occur by May 18, 2015, the Partnership is required to pay to each PIPE Purchaser a commitment fee of 1% of such PIPE Purchaser’s commitment amount. During the period commencing on the date of execution of the PIPE Purchase Agreement and ending 90 days following the date of the closing of the PIPE Transaction, the Partnership is restricted from issuing, without the consent of the PIPE Purchasers holding a majority of the purchased common units (or, prior to closing, the PIPE Purchasers entitled to acquire at closing a majority of such common units), equity securities of the Partnership except for, in general, common units of the Partnership issued at or above a stated issuance price in (or to fund) an acquisition that is determined by the Board to result in an increase in the Partnership’s distributable cash flow over the first full four quarters following such acquisition. The issuance of the common units pursuant to the PIPE Purchase Agreement is being made in reliance upon an exemption from the registration requirements of the Securities Act of 1933 pursuant to Section 4(a)(2) thereof. |
MTP Energy Master Fund Ltd. (“Magnetar PIPE Investor”), one of the PIPE Purchasers, has committed $9.5 million to the purchase of common units in the PIPE Transaction. Magnetar Financial LLC controls the investment manager of the Magnetar PIPE Investor, and an affiliate of Magnetar Financial LLC also owns interests in the Sponsor, which is the sole owner of the General Partner. Eric Scheyer, the Head of the Energy Group of Magnetar Financial LLC, also serves on the Board. |