Item 8.01 Other Events.
On January 18, 2019, TransMontaigne Partners L.P. (
TLP
or the
Partnership
) issued a press release announcing that it has established a record date of January 28, 2019 for a special meeting of its unitholders to be held on February 26, 2019. At the special meeting, which will be held at 1670 Broadway, 32nd Floor, Denver, CO 80202, the Partnerships unitholders will vote on the previously announced proposed merger of the Partnership and an indirect subsidiary of ArcLight Energy Partners Fund VI, L.P. (
ArcLight
). Partnership unitholders of record at the close of business on January 28, 2019 will be entitled to receive notice of the special meeting and to vote at the special meeting.
The full text of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
This filing 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 Partnerships and ArcLights 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 Partnerships expectations and may adversely affect the Partnerships business and results of operations are disclosed in Item 1A. Risk Factors in the Partnerships 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 Additional Information Regarding the Merger Filed with the SEC
This communication may be deemed to be solicitation material in respect of the proposed merger. BEFORE MAKING ANY VOTING DECISION, THE PARTNERSHIPS UNITHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT 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 and other relevant documents filed with the SEC from the SECs website at http://www.sec.gov. In addition, the proxy statement and the Partnerships 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 Partnerships website at www.transmontaignepartners.com as soon as reasonably practicable after they are electronically filed with, or furnished to, the SEC.
The Partnership and the directors and executive officers of the Partnerships general partner may be deemed to be participants in the solicitation of proxies from the Partnerships unitholders in respect of the proposed merger. Information about the directors and executive officers of the Partnerships general partner can be found in the Partnerships 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 Partnerships unitholders generally, by reading the proxy statement and other relevant documents regarding the merger when such documents are filed with the SEC.
2