VTTI Energy Partners (VTTI) Announces 5.25M Share Common Units Offering

August 8, 2016 4:30 PM EDT

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VTTI Energy Partners LP (NYSE: VTTI) announced the commencement of an underwritten public offering of 5,250,000 common units representing limited partner interests in the Partnership. The Partnership expects to grant the underwriters a 30-day option to purchase up to an additional 787,500 common units from the Partnership. The underwriters intend to offer the common units from time to time in one or more transactions on the New York Stock Exchange, in the over-the-counter market, through negotiated transactions or otherwise at market prices or at negotiated prices.

The Partnership intends to use a portion of the net proceeds of the offering and its general partner's contribution to maintain its 2% general partner interest to fund the purchase price of its previously announced acquisition (the "Acquisition") from VTTI MLP Partners B.V. of an additional 8.4% economic interest in VTTI MLP B.V., which owns, directly or indirectly, the interests in the entities that own the Partnership's terminal facilities, for cash consideration of $96.2 million. The remainder of the net proceeds will be used for general partnership purposes. The offering is not conditioned on the closing of the Acquisition. If the Acquisition does not close, the Partnership expects to use the net proceeds from the offering and the related capital contribution by its general partner for general partnership purposes.

VTTI B.V., our indirect parent, and its affiliates have indicated an interest in purchasing up to $25 million of the common units offered in the public offering. These common units would be purchased from the underwriters at the price per common unit paid by the public in the initial distribution. The underwriters would not deduct any discounts or commissions from the price paid by VTTI B.V. and its affiliates and, as a result, the Partnership would receive the entire amount paid by VTTI B.V. and its affiliates for such units. There can be no assurance that VTTI B.V. or its affiliates will participate in this offering, and if it or its affiliates do participate, there can be no assurance as to the number of common units that they will purchase.

J.P. Morgan and BofA Merrill Lynch are acting as joint book-running managers for the offering.

The offering of the common units is being made pursuant to an effective shelf registration statement on Form F-3, which has been filed with the Securities and Exchange Commission (the "SEC") and became effective on August 8, 2016. The offering will be made only by means of a preliminary prospectus supplement, final prospectus supplement and the accompanying base prospectus, copies of which may be obtained on the SEC's website at www.sec.gov. Alternatively, the joint book-running managers will arrange to send you the preliminary prospectus supplement and related base prospectus if you request them by contacting:

J.P. Morgan

c/o Broadridge Financial Solutions

1155 Long Island Avenue

Edgewood, NY 11717


Email: prospectus-eq_fi@jpmchase.com

BofA Merrill Lynch


200 North College Street, 3rd floor

Charlotte NC 28255-0001

Attn: Prospectus Department

Email: dg.prospectus_requests@baml.com

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