Arc Logistics Partners LP (NYSE: ARCX) announced Feb. 20 it agreed to acquire all of the membership interests of Joliet Bulk, Barge & Rail LLC (JBBR) from CenterPoint Properties Trust for $216 million.

The New York company said the acquisition will be made through a joint venture (JV) arrangement with GE Energy Financial Services, a unit of General Electric Co. (NYSE: GE).

JBBR's principal assets consist of a crude oil unloading terminal and a four-mile crude oil pipeline, the Joliet Terminal, which are in the final stages of construction in Joliet, Ill. and are expected to be complete in mid to late April.

The acquisition consideration also includes an earn-out payable by the JBBR JV to CenterPoint based upon petroleum product throughput volumes at the Joliet Terminal (including minimum volumes paid under customer contracts irrespective of physical deliveries of product thereunder). JBBR JV's earn-out obligations to CenterPoint will terminate upon the payment of $27 million.

At the closing of the acquisition, Arc Logistics will manage ongoing operations of the Joliet Terminal and own a 60% interest in the JBBR JV company. GE Energy Financial Services will own the remaining 40%.

Arc Logistics will finance its $130 million portion of the purchase price with proceeds from the sale of common units in a private placement and from borrowings under its revolving credit facility. Institutional investors have committed to acquire, concurrently with the closing of the acquisition, about 4.4 million of Arc Logistics' units at $17 per unit, resulting in gross proceeds of $75 million.

Once complete, the Joliet Terminal will have the capability to unload about 85,000 barrels per day (bbl/d) of crude oil, and will have about 300,000 bbl of storage and a four-mile pipeline connection to a common carrier crude oil pipeline. The facility will have rail and marine access and capabilities as well as more than 80 acres of land available for future expansion.

At closing, the Joliet Terminal will be supported by a terminal services agreement as well as a throughput and deficiency agreement with a major oil company, each with a term of three years based on minimum throughput volume commitments.

The estimated annual EBITDA of JBBR is expected to be between $23-25 million, of which the partnership will receive 60% based upon its percentage ownership interest in the JBBR JV company.

The acquisition will not close until the Joliet Terminal becomes commercially operable.