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Koch's Flint Hills Resources to acquire PetroLogistics
28
May '14
PetroLogistics LP announced that it and its general partner, PetroLogistics GP LLC, have entered into a definitive agreement to be acquired by Flint Hills Resources, LLC, a subsidiary of Koch Industries, Inc. Under the terms of the acquisition agreement ("Merger Agreement"), Flint Hills Resources will acquire all of PetroLogistics' outstanding common units for $14.00 per common unit in cash, except for those common units owned by Lindsay Goldberg LLC ("Lindsay Goldberg"), York Capital Management ("York Capital"), PetroLogistics' Executive Chairman and its President and Chief Executive Officer, which will be acquired for $12.00 per common unit in cash. 
 
In addition, PetroLogistics expects to continue to make distributions consistent with its historical distribution policy through the closing date of the transaction. If the closing date occurs before the announced record date for any quarterly distribution, the record date for such quarterly distribution will be the business day immediately before the transaction's closing date.  
 
PetroLogistics will also make a final, one-time, cash distribution in connection with, and conditioned upon, the closing of the transaction, which is calculated to approximate the distribution that would have been earned through the closing date, subject to an additional reserve of approximately $12.3 million to cover transaction related costs.  The record date for the final, one-time, cash distribution will be the business day immediately before the closing date of the transaction.  Flint Hills Resources will also acquire all of the membership interests in PetroLogistics GP for no additional consideration. 
 
The all-cash transaction is valued at approximately $2.1 billion, including the assumption of debt.  Based on the closing unit price on May 27, 2014, the $14.00 per unit purchase price represents a premium in excess of 8% to the publicly-traded units.  The closing of the transaction is expected to occur before year end and is subject to customary closing conditions and regulatory approvals.  Additionally, the consummation of the transaction is subject to a requirement that PetroLogistics' facility perform at a certain level of production for a period of four days before the closing, and to PetroLogistics' receipt of a legal opinion regarding certain tax matters.


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