TransMontaigne Partners L.P. Announces Unitholder Approval & Effective Date of Purchase of its Outstanding Common Units by an...
February 26 2019 - 1:15PM
Business Wire
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.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190226005986/en/
TransMontaigne Partners L.P.(303) 626-8200Frederick W.
Boutin, Chief Executive OfficerRobert T. Fuller, Chief Financial
Officer
Transmontaigne Partners L.P. Transmontaigne Partners L.P. Common Units Representing Limited Partner Interests (NYSE:TLP)
Historical Stock Chart
From Jun 2024 to Jul 2024
Transmontaigne Partners L.P. Transmontaigne Partners L.P. Common Units Representing Limited Partner Interests (NYSE:TLP)
Historical Stock Chart
From Jul 2023 to Jul 2024