TransMontaigne Partners L.P. Announces Unitholder Approval and Effective Date of Purchase of its Outstanding Common Units by an Affiliate of ArcLight Energy Partners
TransMontaigne Partners L.P. (NYSE:TLP) (the Partnership, we, us, our)
announced that at the special meeting of the Partnership’s common
unitholders held earlier today, February 26, 2019, the Partnership’s
unitholders voted to approve the previously announced merger of the
Partnership and an indirect subsidiary of ArcLight Energy Partners Fund
VI, L.P. (“ArcLight”), pursuant to the Agreement and Plan of Merger
dated November 25, 2018 (the “Merger Agreement”), between the
Partnership, TLP Finance Holdings, LLC (the “Purchaser”) and certain
other related parties thereto, with the Partnership surviving as a
wholly owned subsidiary of an affiliate of ArcLight Energy Partners (the
“Merger Proposal”). Approximately 97.2% of the Partnership’s common
unitholders represented in person or by proxy at the special meeting
voted in favor of the Merger Proposal, which represented approximately
62.7% of the Partnership’s total outstanding common units as of January
28, 2019, the record date for the special meeting (the “Record Date”).
Pursuant to the Merger Agreement, the Purchaser acquired all of the
outstanding common units of the Partnership not already held by the
Purchaser’s direct parent, TLP Acquisition Holdings, LLC or its
affiliates, including ArcLight, at a price of $41.00 per common unit.
The Partnership also announced today that all conditions required to
complete the merger under the terms of the Merger Agreement have been
satisfied and all necessary filings have been made for the transaction
to take effect on February 26, 2019. The Partnership’s common units will
continue to trade on the NYSE on February 26, 2019 and will be suspended
from trading on the NYSE effective as of the opening of trading on
February 27, 2019. On February 27, 2019, the Partnership will direct the
NYSE to file a Form 25 on the Partnership’s behalf with the Securities
and Exchange Commission to commence the process of delisting the common
units of the Partnership from the NYSE and deregistering such common
units under the Securities Exchange Act of 1934. Promptly after the
effective time of the transaction, Computershare Trust Company, N.A.,
our paying agent, will mail or provide to each record holder of common
units transmittal materials and instructions for the surrender of common
units. Upon the return of the transmittal materials, including original
unit certificates evidencing common units, if applicable, the paying
agent will make payment to surrendering holders. If you hold your common
units through custodial entity, such as a brokerage firm, commercial
bank, trust company or other nominee, please contact them for
instructions on how to receive your merger consideration.
The Partnership currently expects K-1s for the partial year beginning
January 1, 2019 and ending as of the closing of the transaction to be
available sometime in the first quarter of 2020. Please consult the
publicly available proxy materials and your tax advisor with any
questions relating to actual tax consequences relating to the
transaction.
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. The forward-looking
statements contained herein include statements related to the effects of
the merger and the final allocation of the merger consideration. Such
forward-looking statements are subject to a number of risks and
uncertainties, many of which are beyond the Partnership’s and ArcLight’s
control. Therefore, actual outcomes and results could materially differ
from what is expressed, implied or forecast in such statements.
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.
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