TransMontaigne Partners L.P. Confirms Receipt of Proposal from NGL Energy Partners LP to Acquire All the Outstanding Common Units of TransMontaigne Partners L.P.
DENVER--(BUSINESS WIRE)--TransMontaigne Partners L.P. (NYSE:TLP, the “Partnership”) today confirmed that NGL Energy Partners LP (“NGL”) announced that it submitted a non-binding, unsolicited proposal (the “Proposal”) to the conflicts committee of the board of directors of TransMontaigne GP L.L.C., the general partner of TransMontaigne Partners L.P. (the “Conflicts Committee”), pursuant to which each outstanding common unit of TLP would be exchanged for one common unit of NGL. Subject to negotiation and execution of a definitive agreement, NGL’s would offer one NGL common unit for each outstanding TLP common unit as part of a transaction that would be structured as a merger of TLP with a wholly-owned subsidiary of NGL.
In response to the Proposal, the Conflicts Committee has retained Jefferies LLC as its financial advisor and Dorsey & Whitney LLP as its legal advisor. In addition, the Partnership has retained Latham & Watkins LLP as legal counsel. The Conflicts Committee has received and is reviewing the Proposal on a preliminary basis but has not yet reached any conclusions or made any determination whether to issue a counteroffer to the Proposal, reject the Proposal or take any other action with respect to the Proposal. Prior to making any determination with respect to any potential transaction of the type proposed by NGL, the Conflicts Committee intends to carefully consider such proposal and evaluate the fairness, from a financial point of view, of the consideration offered to TLP’s unitholders. In addition, completion of any such transaction would be subject to the negotiation and execution of a definitive agreement, the approval of the TransMontaigne GP L.L.C. board of directors and the Conflicts Committee, any requisite unitholder approval under the limited partnership agreement and applicable law and applicable regulatory filings and approvals.
As previously announced, on July 1, 2014, NGL completed its acquisition from Morgan Stanley affiliates of (i) TransMontaigne Inc., the owner of TransMontaigne GP L.L.C., (ii) the limited partnership interest of TransMontaigne Partners L.P. held by TransMontaigne Inc., amounting to approximately 17% of the outstanding common units, (iii) the limited partnership interest of TransMontaigne Partners L.P. held by affiliates of Morgan Stanley, amounting to approximately 3% of the outstanding common units and (iv) certain entities associated with the TransMontaigne business as well as the related inventory and pipeline and other contract rights.
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, and in the Southeast. 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; heavy refined products include residual fuel oils and asphalt. We do not purchase or market products that we handle or transport. TransMontaigne Partners has no officers or employees and all of our management and operational activities are provided by officers and employees of TransMontaigne Services Inc. TransMontaigne Services Inc. is an indirect wholly owned subsidiary of TransMontaigne Inc. TransMontaigne Inc. is an indirect wholly owned subsidiary of NGL Energy Partners LP. We are controlled by our general partner, TransMontaigne GP L.L.C., which is an indirect wholly owned subsidiary of TransMontaigne Inc. News and additional information about TransMontaigne Partners L.P. is available on our website: www.transmontaignepartners.com.
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. Important factors that could cause actual results to differ materially from the Partnership’s expectations and may adversely affect its 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, 2013, filed with the Securities and Exchange Commission on March 11, 2014. Further, the Partnership is subject to the risks and uncertainties resulting from the sale of TransMontaigne Inc., which indirectly owns the general partner, and the resultant change in control of the Partnership. Risks and uncertainties relating to the proposed transaction include, without limitation, the risks that: TLP will not enter into any definitive agreement with NGL or the terms of any definitive agreement will be materially different from those described above; the parties will not obtain the requisite financing or regulatory approval for the proposed transaction; the proposed transaction will not be consummated for any other reason; management's attention will be diverted from ongoing business operations; and the anticipated benefits of the transaction will not be realized. We do not assume any obligation to publicly release any revisions to forward-looking statements to reflect events or changes in our expectations after the date of this release.
This communication does not constitute an offer to buy or solicitation of an offer to sell any securities. This communication relates to a proposal that NGL has made to TLP in which each outstanding common unit of TLP would be exchanged for one common unit of NGL. In furtherance of this proposal and subject to future developments, TLP or NGL may file one or more registration statements, proxy statements or other documents with the SEC. This communication is not a substitute for any proxy statement, registration statement, prospectus or other document that TLP or NGL may file with the SEC in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF TLP AND NGL ARE URGED TO READ THE PROXY STATEMENT(S), REGISTRATION STATEMENT, PROSPECTUS AND OTHER DOCUMENTS FILED WITH THE SEC CAREFULLY IN THEIR ENTIRETY IF AND WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION. If applicable, any definitive proxy statement(s) (if and when available) will be mailed to unitholders of TLP. Investors and security holders will be able to obtain free copies of these documents (if and when available) and other documents filed with the SEC by TLP or NGL through the website maintained by the SEC at http://www.sec.gov.