TransMontaigne Inc. Announces Completion of Merger with Morgan Stanley Capital Group Inc. and Acceptance of Tendered 9-1/8% Sen
September 01 2006 - 12:26PM
Business Wire
TransMontaigne Inc. (NYSE: TMG) today announced that it has
completed its merger with a subsidiary of Morgan Stanley Capital
Group Inc. Under the terms of the merger agreement, each
outstanding share of TransMontaigne's common stock has been
converted into the right to receive $11.35 in cash, without
interest. As a result of the acquisition, TransMontaigne will cease
to be publicly traded and, accordingly, will no longer be listed on
the New York Stock Exchange. U.S. Bank National Association will
act as the paying agent in the merger transaction and will mail to
the TransMontaigne stockholders a letter of transmittal and
instructions for receiving payment of the merger consideration on
or before September 11, 2006. Holders of certificated common stock
should expect to receive the merger consideration soon after
submitting a properly completed letter of transmittal to U.S. Bank
National Association. All questions relating to the receipt of the
merger consideration should be directed to U.S. Bank National
Association at 800-934-6802. TransMontaigne stockholders whose
shares are held by a broker, bank or other nominee should contact
such broker, bank or other nominee regarding receipt of the merger
consideration. TransMontaigne also announced that the expiration
date for the tender offer was extended from 8:00 a.m., New York
City time, on September 1, 2006, to 10:00 a.m., New York City time,
on September 1, 2006. In addition, TransMontaigne announced that,
pursuant to the terms of the previously announced cash tender offer
and consent solicitation for its 9-1/8% Senior Subordinated Notes
due 2010 (the "Notes"), TransMontaigne has accepted for payment
$199,990,000 aggregate principal amount of the Notes. The Company
also announced that the Third Supplemental Indenture to the
Indenture governing the Notes, executed on August 4, 2006, is now
operative. On September 1, 2006, TransMontaigne also closed on a
new 5-year, $400 million Senior Secured Working Capital Credit
Facility (the "Credit Facility") with a syndicate of financial
institutions, which replaces TransMontaigne's former $400 million
Working Capital Credit Facility. TransMontaigne also closed on a
new $165 million Term Loan Agreement (the "Term Loan Agreement")
with Morgan Stanley Capital Group Inc. The proceeds of the initial
borrowing under the Credit Facility, together with the $165 million
of proceeds of the borrowing under the Term Loan Agreement will be
used to pay, in part, the merger consideration, to purchase the
Notes and to pay related costs and expenses. About TransMontaigne
Inc. TransMontaigne Inc. (the "Company") is a refined petroleum
products marketing and distribution company based in Denver,
Colorado, with operations in the United States, primarily in the
Gulf Coast, Midwest and East Coast regions. The Company's principal
activities consist of (i) terminal, pipeline, and tug and barge
operations; (ii) marketing and distribution; (iii) supply chain
management services; and (iv) managing the activities of
TransMontaigne Partners L.P. (NYSE: TLP). The Company's customers
include refiners, wholesalers, distributors, marketers, and
industrial and commercial end-users of refined petroleum products.
Corporate news and additional information about TransMontaigne Inc.
is available on the Company's web site: www.transmontaigne.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. This information may involve risks and uncertainties
that could cause actual results to differ materially from the
forward-looking statements. Although the Company 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. These forward-looking statements include
statements regarding the proposed transactions. These statements
are based on the current expectations of management of
TransMontaigne. There are a number of risks and uncertainties that
could cause actual results to differ materially from the
forward-looking statements included in this document. Additional
factors that may affect the future results of TransMontaigne are
set forth in our Annual Report on Form 10-K for the year ended June
30, 2005, and Quarterly Report on Form 10-Q for the quarter ended
March 31, 2006, as filed with the SEC, which are available at
www.transmontaigne.com. TransMontaigne undertakes no obligation to
publicly update or revise any forward-looking statements, whether
as a result of new information, future events or otherwise.
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