Monday, July 2, 2012

Blackwater Midstream (OTCBB: BWMS) to be Acquired by ArcLight Capital Partners

Blackwater Midstream (OTCBB: BWMS) to be Acquired by ArcLight Capital PartnersOrlando, FL 7/2/12 (streetBeat) -- Blackwater Midstream Corp. (OTCBB:BWMS) (“Blackwater” or the “Company”), a company that specializes in the development and management of third party petroleum, chemical and agricultural bulk liquid storage terminals, with operations in Louisiana, Maryland and Georgia, announced today that it has entered into a definitive agreement to be acquired by an affiliate of ArcLight Capital Partners, LLC (“ArcLight”), an energy-focused private equity investment firm, for approximately $44.1 million. Under the terms of the agreement, holders of Blackwater’s common stock will receive $0.64 per share in cash for each outstanding share of common stock they own. The holders of convertible notes will also be entitled to receive cash consideration based on the number of shares of common stock into which the notes are convertible. Taking into account the Company’s indebtedness, the implied transaction value is approximately $48.7 million. Upon consummation of the merger, Blackwater’s common stock will no longer be publicly owned or publicly traded.

Under the terms of the agreement, upon consummation of the transaction, Blackwater’s stockholders will receive $0.64 per share, a premium of 29.4% over the average closing share price of $0.49 during the last 30-days ending June 28, 2012 and a premium of 32.1% over the average closing share price of $0.48 over the three-month period ending June 28, 2012.

Blackwater’s board of directors unanimously approved the transaction and recommends that Blackwater’s stockholders adopt the agreement. Blackwater expects to hold a special meeting of its stockholders to consider and vote on the proposed merger and merger agreement as soon as practicable after the mailing of the proxy statement to its stockholders.

Michael Suder, Blackwater’s Chief Executive Officer, said, “We are excited to have reached this agreement which provides excellent value to our stockholders and positions Blackwater for long term success. I am pleased with the accomplishments of our employees and leadership over the past four years. Our full management team is committed to remaining with the company, which will allow us to continue serving our customers without interruption as we transition through this change of ownership.”

The transaction is expected to close in the fourth quarter of 2012, subject to the satisfaction of customary closing conditions, including the approval of Blackwater’s stockholders.

SunTrust Robinson Humphrey, Inc. is acting as exclusive financial advisor to the Blackwater board of directors in connection with the proposed merger. Milling Benson Woodward L.L.P. is serving as Blackwater’s legal advisor in connection with this transaction. Baker Botts L.L.P is serving as ArcLight’s legal advisor in connection with this transaction.

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