TransMontaigne Partners L.P. Announces Agreement to Acquire Two West Coast Refined Product & Crude Oil Terminals from Plains ...
November 08 2017 - 4:33PM
Business Wire
TransMontaigne Partners L.P. (NYSE:TLP, the “Partnership”)
announced today that one of its wholly owned subsidiaries has
entered into an agreement to acquire the Martinez Terminal and
Richmond Terminal (collectively, the “West Coast Facilities”) from
an affiliate of Plains All American Pipeline, L.P., for a total
purchase price of $275 million. The acquisition expands the
Partnership’s storage and terminaling footprint into the San
Francisco Bay Area refining complex. The acquisition is expected to
be financed through the proceeds of a common unit offering and cash
available from other sources. The closing of the acquisition is
expected to occur on or about January 1, 2018, subject to customary
closing conditions.
“We believe that this transaction strengthens our position as
one of the leading refined products terminaling and transportation
service providers in the country,” said Fred Boutin, Chief
Executive Officer of TransMontaigne Partners. “The West Coast
Facilities are strategically located within the San Francisco Bay
Area refining complex, one of the largest refining complexes in
North America. These terminals and their fee-based cash flows are
well-aligned with our existing business model, and are backed by
agreements with customers that include many of the largest,
most-recognizable refining, refining logistics and merchant trading
companies in the world. This acquisition, combined with the organic
growth we have executed this year, supports and extends our
commitment to deliver stable and growing distributions over the
long-term.”
The West Coast Facilities include two waterborne refined product
and crude oil terminals with a total of 64 storage tanks with
approximately 5.4 million barrels of storage capacity. The
facilities have extensive connectivity to domestic and
international refined product and crude oil markets through
significant marine, pipeline, truck and rail capabilities. The
facilities are supported by multi-year, fee-based agreements with
contract terms of up to 5 years. The purchase price reflects a less
than ten times multiple of the Partnership’s estimate of the 2018
EBITDA attributable to the West Coast Facilities based on current
customer contracts and historical and anticipated activity levels,
revenues and operating costs. The Partnership cautions that it
cannot provide any assurance that the West Coast Facilities will
achieve this anticipated level of EBITDA.
Advisors
BofA Merrill Lynch served as TransMontaigne Partners’ exclusive
financial advisor on 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, 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. News and additional
information about TransMontaigne Partners L.P. is available on our
website: www.transmontaignepartners.com.
No Offer or Solicitation
This communication is for informational purposes only and shall
not constitute an offer to sell or the solicitation of an offer to
buy any securities pursuant to the proposed transactions or
otherwise, nor shall there be any sale of securities in any
jurisdiction in which the offer, solicitation or sale would be
unlawful prior to the registration or qualification under the
securities laws of any such jurisdiction.
Forward-Looking Statements
This press release includes statements that may constitute
forward-looking statements for federal securities laws. Although
the Partnership believes that the expectations related to the West
Coast Facilities reflected in such forward-looking statements are
based on reasonable assumptions, actual results could differ
materially from those projected in the forward-looking statements
as a result of certain risk factors, including, (i) the successful
integration and performance of the acquired assets, (ii) the
ability to obtain required permits and other approvals on a timely
basis; (iii) adverse changes in general economic or market
conditions, and (iv) competitive factors such as pricing pressures
and the entry of new competitors. Additional 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, 2016, filed with the Securities and Exchange
Commission on March 14, 2017. The forward-looking statements speak
only as of the date made, and, other than as may be required by
securities 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.
Non-GAAP Financial Measure
EBITDA
EBITDA is not a computation based upon generally accepted
accounting principles and is not necessarily comparable to
similarly titled measures of other companies. As used above, EBITDA
means earnings before interest, taxes, depreciation and
amortization. EBITDA is presented here because it is a widely
accepted financial indicator and used to compare performance of the
acquired assets. The Partnership believes that EBITDA provides
investors an enhanced perspective of the expected operating
performance of the West Coast Facilities. It is not practical to
provide a reconciliation of forecasted EBITDA for the year 2018 to
the most directly comparable GAAP measure, net earnings, because
certain items cannot be reasonably estimated or predicted at this
time. Any of those items could be significant to the West Coast
Facilities’ financial results.
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version on businesswire.com: http://www.businesswire.com/news/home/20171108006599/en/
TransMontaigne Partners L.P.Frederick W. Boutin,
303-626-8200Chief Executive OfficerorRobert T. Fuller,
303-626-8200Chief Financial Officer
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