USD 1.2 BN DEAL - VTTI Energy Partners LP Receives Buyout Offer from VTTI B.V.

PR Newswire

LONDON, March 2, 2017

LONDON, March 2, 2017 /PRNewswire/ -- VTTI Energy Partners LP (NYSE: VTTI) (the "Partnership") announced today that the Board of Directors of VTTI Energy Partners GP LLC (the "GP Board") has received a proposal from VTTI B.V. ("VTTI") pursuant to which VTTI would acquire through a wholly owned subsidiary all publicly held common units of the Partnership in exchange for $18.75 per common unit, representing a 3% premium over the 30 trading day volume weighted average price as of March 1, 2017.  If approved, the transaction would be effected through a merger of the Partnership with a wholly owned subsidiary of VTTI.  The Partnership expects that the Board of Directors of VTTI Energy Partners GP LLC (the "GP Board") will form a Conflicts Committee (the "Conflicts Committee") comprised of independent directors, which will evaluate and, if appropriate, approve the proposal and recommend that the full GP Board and the Partnership's unitholders approve the proposal.

In its offer letter to the GP Board, VTTI indicated the reasons for the proposed merger include the following:

• Despite two drop down transactions and six distribution increases since mid-2015, the Partnership's common units have performed below VTTI's expectations even amidst recent improvement in commodity prices and investor sentiment in the broader market.

• Given the trading levels of the Partnership's common units, the resulting increased cost of capital and the liquidity challenges associated with the Partnership's relatively small public float and other factors, VTTI does not intend to execute any further dropdowns to the Partnership of additional assets or equity interests in VTTI MLP B.V., the holding company for the Partnership's operating subsidiaries.

• In the absence of further dropdowns and in light of VTTI's view of the master limited partnership sector in general and the Partnership in particular, VTTI believes that the offer price represents an attractive valuation to the Partnership's public unitholders and a greater valuation than will be achieved by those unitholders in the near to medium term through their ownership of the Partnership's common units.

The proposed transaction is subject to the negotiation and approval of mutually satisfactory definitive documentation by the GP Board and the VTTI board of directors and the execution thereof by the parties thereto.  If a definitive agreement is reached, the transaction will also require approval by at least a majority of the holders of outstanding common units (other than those common units held by VTTI and its affiliates) and subordinated units in the Partnership.  The transaction would be subject to customary closing conditions. There can be no assurance that definitive documentation will be executed or that any transaction will materialize.

About VTTI Energy Partners LP

VTTI Energy Partners LP is a fee-based, growth-oriented limited partnership, formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling and related energy infrastructure assets on global scale. The Partnership's assets include interests in a broad-based portfolio of six terminals that are strategically located in energy hubs throughout the world with a combined total storage capacity of 35.7 million barrels.

About VTTI B.V.

VTTI B.V. is a fee-based, growth-oriented business formed to own, operate, develop and acquire refined petroleum product and crude oil terminaling and related energy infrastructure assets on global scale. VTTI B.V.'s assets include interests in a broad-based portfolio of terminals that are strategically located throughout the world with a combined total storage capacity of 54 million barrels including assets under construction.