TransMontaigne Partners L.P. (NYSE:TLP) (the Partnership,
we, us, our) today announced that it has entered into a definitive
agreement and plan of merger (the Merger Agreement) with an
indirect subsidiary of ArcLight Energy Partners Fund VI, L.P.
(ArcLight), TLP Finance Holdings, LLC (the Purchaser). Pursuant to
the Merger Agreement, the Purchaser will acquire, for cash, in a
merger transaction, all of the outstanding common units of the
Partnership not already held by the Purchaser’s direct parent, TLP
Acquisition Holdings, LLC (“Holdings”) or its affiliates, including
ArcLight, at a price of $41.00 per common unit, for an aggregate
transaction value of approximately $536 million.
The merger consideration represents an increase of $3.00, or 7.9
percent, per common unit when compared to the offer of $38.00 per
common unit made by Holdings on July 9, 2018 and a 12.6 percent
premium to the $36.40 closing price per common unit on November 23,
2018.
In addition, until the closing of the merger, the Partnership’s
unitholders will continue to receive regular quarterly
distributions of $0.805 per unit with respect to any completed
quarter prior to the closing.
The conflicts committee of the Partnership’s general partner,
after consultation with its independent legal and financial
advisors, and following negotiations with ArcLight, resulting in an
increased price per common unit and certain other changes,
unanimously approved the Merger Agreement and determined it to be
in the best interests of the Partnership and its unitholders
unaffiliated with ArcLight. Subsequently, the board of directors of
the Partnership’s general partner approved the Merger Agreement and
recommended that the Partnership’s unitholders approve the
merger.
The merger is expected to close in the first quarter of 2019,
and is subject to satisfaction of certain conditions, including the
approval of the Merger Agreement and the transactions contemplated
thereby by a majority of the outstanding Partnership common units,
voting as a class. Holdings, TLP Equity Holdings, LLC and any
permitted transferee are committed to vote in favor of the merger,
pursuant to a support agreement entered into in connection with the
Merger Agreement. Upon closing of the merger, the Partnership will
be an indirect wholly-owned subsidiary of Holdings and its common
units will cease to be publicly traded; however, the Partnership
will continue to file certain reports with the SEC and its
currently outstanding 6.125% senior unsecured notes due 2026 will
remain outstanding following the closing of the merger.
Latham & Watkins LLP acted as legal counsel to the
Partnership. Evercore acted as financial advisor and Richards,
Layton & Finger acted as legal counsel to the Conflicts
Committee. Barclays acted as financial advisor and Kirkland &
Ellis LLP acted as legal counsel to ArcLight.
ABOUT TRANSMONTAIGNE PARTNERS L.P.
TransMontaigne Partners L.P. is a terminaling and transportation
company based in Denver, Colorado with operations in the United
States along the Gulf Coast, in the Midwest, in Houston and
Brownsville, Texas, along the Mississippi and Ohio Rivers, in the
Southeast and on the West Coast. We provide integrated terminaling,
storage, transportation and related services for customers engaged
in the distribution and marketing of light refined petroleum
products, heavy refined petroleum products, crude oil, chemicals,
fertilizers and other liquid products. Light refined products
include gasolines, diesel fuels, heating oil and jet fuels, and
heavy refined products include residual fuel oils and asphalt. We
do not purchase or market products that we handle or transport.
News and additional information about TransMontaigne Partners L.P.
is available on our website: www.transmontaignepartners.com.
FORWARD-LOOKING STATEMENTS
This press release includes statements that may constitute
forward looking statements made pursuant to the safe harbor
provision of the Private Securities Litigation Reform Act of 1995.
Although the Partnership believes that the expectations reflected
in such forward looking statements are based on reasonable
assumptions, such statements are subject to risks and uncertainties
that could cause actual results to differ materially from those
projected. Further, the Partnership’s and ArcLight’s ability to
consummate the proposed merger may be influenced by many factors
that are difficult to predict, involve uncertainties that may
materially affect actual results and that are often beyond the
control of the Partnership or ArcLight. These factors include, but
are not limited to, failure of closing conditions, and delays in
the consummation of the proposed transaction, as circumstances
warrant. Important factors that could cause actual results to
differ materially from the Partnership’s expectations and may
adversely affect the Partnership’s business and results of
operations are disclosed in "Item 1A. Risk Factors" in the
Partnership’s Annual Report on Form 10-K for the year ended
December 31, 2017, filed with the Securities and Exchange
Commission on March 15, 2018, as updated and supplemented by
subsequent filings with the SEC. The forward looking statements
speak only as of the date made, and, other than as may be required
by law, the Partnership undertakes no obligation to update or
revise any forward looking statements, whether as a result of new
information, future events or otherwise.
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
This communication may be deemed to be solicitation material in
respect of the proposed merger. In connection with the proposed
merger, the Partnership will file with the SEC a Current Report on
Form 8-K, which will contain, among other things, a copy of the
merger agreement, and the Partnership and Purchaser will file with
the SEC and furnish to the Partnership's unitholders a proxy
statement and other relevant documents, including a
Schedule 13E-3. This press release is not a substitute
for the merger agreement, proxy statement or the Schedule 13E-3 or
for any other document that the Partnership or Purchaser may file
with the SEC in connection with the proposed transactions.
BEFORE MAKING ANY VOTING DECISION, THE PARTNERSHIP'S UNITHOLDERS
ARE URGED TO READ THE MERGER AGREEMENT, THE PROXY STATEMENT AND THE
SCHEDULE 13E-3 WHEN EACH BECOMES AVAILABLE AND ANY OTHER DOCUMENTS
TO BE FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR
INCORPORATED BY REFERENCE IN THE PROXY STATEMENT OR SCHEDULE 13E-3
BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED
MERGER.
Investors and security holders will be able to obtain, free of
charge, a copy of the proxy statement (when available) and other
relevant documents filed with the SEC from the SEC's website
at http://www.sec.gov. In addition, the proxy statement, the
Schedule 13E-3, and the Partnership's annual report on Form 10-K,
quarterly reports on Form 10-Q, current reports on Form 8-K and
amendments to those reports filed or furnished pursuant to section
13(a) or 14(d) of the Exchange Act will be available free of charge
through the Partnership's website: www.transmontaignepartners.com,
as soon as reasonably practicable after they are electronically
filed with, or furnished to, the SEC.
Participants in the Solicitation
The Partnership and the directors and executive officers of our
general partner may be deemed to be participants in the
solicitation of proxies from the Partnership's unitholders in
respect of the proposed merger. Information about the directors and
executive officers of our general partner can be found in our
Annual Report on Form 10-K filed with the SEC for the fiscal year
ended December 31, 2017. Investors may obtain additional
information regarding the interests of such participants in the
merger, which may be different than those of the Partnership's
unitholders generally, by reading the proxy statement and other
relevant documents regarding the merger when such documents are
filed with the SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20181126005426/en/
TransMontaigne Partners L.P.(303) 626-8200Frederick W. Boutin,
Chief Executive OfficerRobert T. Fuller, Chief Financial
Officer
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