World Point Terminals, LP Announces Expiration of World Point Terminals, Inc. Tender Offer
June 30 2017 - 6:00AM
Business Wire
World Point Terminals, LP (the “Partnership”), a Delaware
limited partnership (NYSE: WPT), announced today that the
previously announced cash tender offer (the “Offer”) by World Point
Terminals, Inc. (the “Offeror”) to purchase all outstanding common
units of the Partnership (the “Units”) not already beneficially
owned by the Offeror and its affiliates, at a price per Unit equal
to $17.30 (the “Offer Price”), net to the holder in cash, without
interest thereon and less any applicable tax withholding, expired
at 11:59 p.m., New York City time, on June 29, 2017 (the
“Expiration Time”). Approximately 6,127,974 Units, including Units
delivered through notices of guaranteed delivery, were validly
tendered (and not properly withdrawn) pursuant to the Offer and
were accepted for payment by the Offeror.
The number of Units validly tendered (and not properly
withdrawn) pursuant to the Offer satisfies the condition that there
have been validly tendered and not properly withdrawn prior to the
Expiration Time such number of Units that, together with the Units
then collectively beneficially owned by the Offeror and its
affiliates, represent at least one Unit more than 80% of the then
outstanding Units. The condition that the Formula Price (calculated
as of the date immediately following the date on which the Units
validly tendered (and not properly withdrawn) pursuant to the Offer
were accepted for payment by the Offeror) does not exceed the Offer
Price was also satisfied.
The Offer was made pursuant to the Transaction Agreement, dated
as of June 1, 2017 (the “Transaction Agreement”), by and among the
Offeror, WPT GP, LLC (the “General Partner”) and the Partnership,
setting forth, among other things, the terms and conditions of the
Offer. In accordance with the Transaction Agreement, following the
completion of the Offer, the Offeror has announced that, pursuant
to Section 15.1(a) of the First Amended and Restated Agreement of
Limited Partnership of the Partnership, as amended (the
“Partnership Agreement”), the Offeror intends to exercise the
right, which has been assigned to the Offeror by the General
Partner, to purchase any and all outstanding Units not tendered
pursuant to the Offer (other than any such Units held by the
Offeror or its affiliates) (the “Buyout”), at a price per Unit
equal to the Offer Price (the “Buyout Price”), net to the holder in
cash, without interest thereon, such that upon completion of the
Buyout, the Offeror and its affiliates will collectively
beneficially own 100% of the outstanding Units. Upon consummation
of the Buyout, there will be no public market for the Units, which
will cease to be quoted or traded on the New York Stock Exchange
and will be deregistered under the Securities Exchange Act of 1934,
as amended.
The Offeror will deliver to Computershare Trust Company, N.A.
(the “Transfer Agent”) a written notice of the Offeror’s election
to consummate the Buyout (the “Notice of Election to Purchase”), at
the Buyout Price, effective July 10, 2017. A copy of the Notice of
Election to Purchase will be mailed by the Transfer Agent to the
record holders of Units as of June 29, 2017, the record date for
the Buyout. Unitholders that have questions or need additional
copies of the Notice of Election to Purchase, the Offer to Purchase
or the Letter of Transmittal should contact the Information Agent
at its address and telephone number set forth below.
Georgeson
1290 Avenue of the Americas, 9th FloorNew York,
NY 10104
Banks, Brokers and ShareholdersCall Toll-Free
(800) 509-0917Email: WPTOffer@Georgeson.com
Notice to Unitholders
This press release is for informational purposes only and does
not constitute an offer to purchase or the solicitation of an offer
to sell any Units. At the time the Offer was commenced, the Offeror
filed with the Securities and Exchange Commission (the “SEC”) a
Tender Offer Statement on Schedule TO containing the Offer to
Purchase, the related Letter of Transmittal and other documents
relating to the Offer, the Partnership filed with the SEC a
Solicitation/Recommendation Statement on Schedule 14D-9 with
respect to the Offer, and the Offeror, the General Partner and the
Partnership filed with the SEC a Transaction Statement on Schedule
13E-3 in connection with the Offer. Unitholders are advised to read
the foregoing materials, as they may have been amended or
supplemented, and any other relevant documents that have been or
will be filed with the SEC in connection with the Offer, because
these documents will contain important information. Unitholders and
investors may obtain free copies of the foregoing materials, as
filed with the SEC, at the SEC’s website at www.sec.gov.
About World Point Terminals, LP
World Point Terminals, LP is a master limited partnership that
owns, operates, develops and acquires terminals and other assets
relating to the storage of light refined products, heavy refined
products and crude oil. The Partnership’s storage terminals are
strategically located in the East Coast, Gulf Coast and Midwest
regions of the United States. The Partnership is headquartered in
St. Louis, Missouri.
Forward-Looking Statements
Disclosures in this press release contain certain
forward-looking statements within the meaning of the federal
securities laws. Statements that do not relate strictly to
historical or current facts are forward-looking. These statements
contain words such as “possible,” “if,” “will” and “expect” and
involve risks and uncertainties including, among others that our
business plans may change as circumstances warrant. Accordingly,
investors should not place undue reliance on forward-looking
statements as a prediction of actual results. The Partnership does
not undertake any obligation to update or revise such
forward-looking statements to reflect events or circumstances that
occur, or which the Partnership becomes aware, after the date
hereof.
View source
version on businesswire.com: http://www.businesswire.com/news/home/20170630005144/en/
World Point Terminals, LPInvestor Relations,
314-854-8366www.worldpointlp.com
WORLD POINT TERMINALS, LP (NYSE:WPT)
Historical Stock Chart
From Sep 2024 to Oct 2024
WORLD POINT TERMINALS, LP (NYSE:WPT)
Historical Stock Chart
From Oct 2023 to Oct 2024