EX-99.2 9 d874392dex992.htm EX-99.2 EX-99.2
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)