HomeMy WebLinkAboutPR 22815: IDA WITH MOTIVA CHEMICALS LLC, (2018-2027), FORMELY FLINT HILLS RESOURCES PORT ARTHUR, LLC P. R. No. 22815
10/12/2022 gt
RESOLUTION NO.
A RESOLUTION GRANTING CONSENT TO THE ASSIGNMENT OF THE
INDUSTRIAL DISTRICT AGREEMENT WITH MOTIVA CHEMICALS
LLC, (2018-2027) (FORMERLY FLINT HILLS RESOURCES PORT
ARTHUR, LLC)
WHEREAS, pursuant to Resolution No. 20-038, the City Council approved the
request of Flint Hills Resources Port Arthur, LLC for a Consent to the Assignment of the
Industrial District Agreement to Motiva Chemicals LLC; and
WHEREAS, on October 11, 2022, the City received a letter from Stephen A. Kuntz,
Norton Rose Fulbright US LLP, Attorney for Motiva Chemicals LLC, given written notice to
the City of its request to assign the Industrial District Agreement to its parent, Motiva
Enterprises LLC, by reason of the proposed merger of Motiva Chemicals LLC with and into
Motiva Enterprises LLC with Motiva Enterprises LLC being the surviving entity, attached
hereto as Exhibit"A"; and
WHEREAS, in accordance with Section 14 of the assigned Industrial District
Agreement, Motiva Chemicals LLC has asked that the City Council provide written consent
to this assignment by a duly adopted Resolution. Motiva Enterprises LLC will operate the
Facility as a reasonably prudent operator, act as a good corporate citizen, and will assume
and abide by the terms of the Agreement.
NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF PORT ARTHUR, TEXAS:
s.pr22815
Section 1. That the facts and opinions in the preamble are true and correct.
Section 2. That the request of Motiva Chemicals LLC for a Consent to the
Assignment of the Industrial District Agreement to Motiva Enterprises LLC, as delineated in
the letter attached hereto as Exhibit"A", is herein approved.
Section 3. That a copy of the caption of this Resolution be spread upon the
Minutes of the City Council.
READ, ADOPTED AND APPROVED on this day of , A.D.,
2022, at a Meeting of the City Council of the City of Port Arthur, Texas, by the following
vote: AYES:
Mayor: ,
Councilmembers: ,
NOES: .
Thurman Bill Bartle, Mayor
ATTEST:
Sherri Bellard, City Secretary
s.pr22815
APPROVED AS TO FORM:
Valecia R. Tizen City Attorney
APPROVED FOR ADMINISTRATION:
Ronald Burton, City Manager
s.pr22815
EXHIBIT "A"
s.pr22815
NORTON ROSE FULBRIGHT
Norton Rose Fulbright US LLP
October 11, 2022 1301 McKinney, Suite 5100
Houston,Texas 77010-3095
United States
Stephen A. Kuntz
Partner
Direct line+1 713 651 5241
stephen.kuntz@nortonrosefulbright.com
Tel+1 713 651 5151
Fax +1 713 651 5246
VIA CERTIFIED MAIL, RETURN RECEIPT nortonrosefulbright.com
REQUESTED,No.9414 7266 9904 2147 2372 07
AND VIA E-MAIL To: SHANELL.PERKINSc[ PORTARTHURTX.GOV
Mr. Ronald Burton
City Manager
City of Port Arthur,Texas
444 4th Street
Port Arthur,Texas 77640
Re: Industrial District Agreement between City of Port Arthur, Texas (the "City"), and Flint
Hills Resources Port Arthur, LLC, a Delaware limited liability company now known as
Motiva Chemicals LLC ("Motiva Chemicals LLC"), effective January 1, 2018 (the
"Industrial District Agreement")
Request to assign the Industrial District Agreement to its parent, Motiva Enterprises LLC,
a Delaware limited liability company("Motiva Enterprises LLC"), by reason of merger
Dear Mr. Burton:
On behalf of our client, Motiva Chemicals LLC, and pursuant to Section 14 of the Industrial
District Agreement, Motiva Chemicals LLC hereby:
• respectfully provides written notice to the City of its request to assign the Industrial
District Agreement to its parent, Motiva Enterprises LLC, by reason of the proposed
merger of Motiva Chemicals LLC with and into Motiva Enterprises LLC with Motiva
Enterprises LLC being the surviving entity (the"Assignment"); and
• respectfully requests that the City Council duly adopt a Resolution providing the
written consent of the City Council to the Assignment at its meeting scheduled for
Tuesday, October 25, 2022.
— -U-ndei-Delaware-law;-and--as-a-result reement-----------
would transfer and be assigned to Motiva Enterprises LLC by operation of law at the effective time of
the merger, and Motiva Enterprises LLC would assume and become liable for all liabilities and
obligations under the Industrial District Agreement by operation of law at the effective time of the
merger, including, but not limited to, all liabilities and obligations to make payments of"In Lieu of
Norton Rose Fulbright US LLP is a limited liability partnership registered under the laws of Texas. I 32924296.2
Norton Rose Fulbright US LLP, Norton Rose Fulbright LLP, Norton Rose Fulbright Australia, Norton Rose Fulbright Canada LLP and Norton Rose
Fulbright South Africa Inc are separate legal entities and all of them are members of Norton Rose Fulbright Verein,a Swiss verein.Norton Rose Fulbright
Verein helps coordinate the activities of the members but does not itself provide legal services to clients.Details of each entity,with certain regulatory
information,are available at nortonrosefulbright.com.
A
Mr. Ronald Burton NORTON ROSE FULl3RIGHT
City Manager
City of Port Arthur, Texas
October 11, 2022
Page 2
Payments" (as such term is defined in Section 3 of the Industrial District Agreement) to the City. See
Delaware Limited Liability Company Act §18-209(g).
The merger of Motiva Chemicals LLC with and into Motiva Enterprises LLC is part of an
internal restructuring effort to simplify the Motiva corporate structure.
We note that Motiva Enterprises LLC has previously entered into an Amended and Restated
Industrial District Agreement with the City effective October 1, 2005, as amended, which is currently
in effect.
Motiva Chemicals LLC and Motiva Enterprises LLC are anxious to effect the merger at the
end of this month, October 2022. Accordingly, we respectfully request that the City Council
include these requests on the Agenda for its meeting scheduled for Tuesday,October 25,2022.
Please do not hesitate to contact the undersigned should you have any questions regarding this
letter.
Thank you for your consideration and assistance.
Very truly yours,
Stephen A. Kuntz
cc: Ms. Valccia R. Tizeno
City Attorney
City of Port Arthur
444 4th Street
Port Arthur,Texas 77640
VIA CERTIFIED MAIL,RETURN RECEIPT
REQUESTED,No.9414 7266 9904 2147 2372 14
AND VIA E-MAIL To: VAL.TIZENO Q(7PORTARTHURTX.GOV
Mr. Huy Tran
City of Port Arthur
VIA E-MAIL To: HUY.TRAN([iPORTARTHURTX.GOV
Ms. Cycee Khan
Vice President of Tax
Motiva Enterprises LLC
VIA E-MAIL To: CYCEE.KHAN(MOTIVA.COM
Mr. James Hollman
Direct Tax Manager
Motiva Enterprises LLC
VIA E-MAIL To: JAMES.HOLLMAN(&,MOTIVA.COM
132924296.2