TransMontaigne Partners L.P. Announces Record Date & Meeting Date for Special Meeting for Proposed Merger with an Affiliate o...
January 18 2019 - 4:05PM
Business Wire
TransMontaigne Partners L.P. (NYSE:TLP) (the Partnership,
we, us, our) today announced 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
Partnership’s 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.
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. Further, the Partnership’s and ArcLight’s 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 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.
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
This communication may be deemed to be solicitation material in
respect of the proposed merger. In connection with the proposed
merger, the Partnership filed a Current Report on Form 8-K with the
SEC on November 26, 2018, which contains, among other things, a
copy of the merger agreement, and the Partnership has filed with
the SEC and will furnish to the Partnership's unitholders a proxy
statement and other relevant documents, including a
Schedule 13E-3. This press release is not a substitute
for the merger agreement, proxy statement or the Schedule 13E-3 or
for any other document that the Partnership may file with the SEC
in connection with the proposed transactions. BEFORE MAKING ANY
VOTING DECISION, THE PARTNERSHIP'S UNITHOLDERS ARE URGED TO READ
THE MERGER AGREEMENT, THE PROXY STATEMENT AND THE SCHEDULE 13E-3
WHEN EACH BECOMES AVAILABLE AND ANY OTHER DOCUMENTS TO BE FILED
WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED
BY REFERENCE IN THE PROXY STATEMENT OR SCHEDULE 13E-3 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 (when available) and other
relevant documents filed with the SEC from the SEC's website
at http://www.sec.gov. In addition, the proxy statement, the
Schedule 13E-3, and the Partnership's 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 Partnership's website: www.transmontaignepartners.com,
as soon as reasonably practicable after they are electronically
filed with, or furnished to, the SEC.
Participants in the Solicitation
The Partnership and the directors and executive officers of our
general partner may be deemed to be participants in the
solicitation of proxies from the Partnership's unitholders in
respect of the proposed merger. Information about the directors and
executive officers of our general partner can be found in our
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 Partnership's
unitholders generally, by reading the proxy statement and other
relevant documents regarding the merger when such documents are
filed with the SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20190118005516/en/
TransMontaigne Partners L.P.Frederick W. Boutin, Chief
Executive OfficerRobert T. Fuller, Chief Financial Officer(303)
626-8200
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