Explanatory Note
This Amendment No. 3 to Schedule 13D (this
Amendment No.
3
) updates the information relating to the
current beneficial owners and amends Items 3, 4, and 5 of the Schedule 13D filed by Daniel R. Revers, TLP Equity Holdings, LLC (
TLP Equity
), and TLP Acquisition Holdings, LLC (formerly known as Gulf TLP Holdings, LLC)
(
TLP Acquisition
) and TLP Finance Holdings, LLC (
Parent
, and, together with Daniel R. Revers, TLP Equity and TLP Acquisition, the
Reporting Persons
) with the Securities and Exchange Commission
on April 11, 2016 (the
Original 13D
), as amended by Amendment No. 1 to Schedule 13D filed by the Reporting Persons on July 10, 2018, as further amended by Amendment No. 2 to Schedule 13D filed by the Reporting
Persons on November 26, 2018 (the
Statement
). All references in the Original 13D to Gulf TLP Holdings, LLC shall now be deemed references to TLP Acquisition Holdings, LLC (
TLP Holdings
). Capitalized terms
used herein without definition shall have the meaning set forth in the Statement.
On February 26, 2019, the registrant,
TransMontaigne Partners L.P., a Delaware limited partnership, converted into a Delaware limited liability company named TransMontaigne Partners LLC (the
TLP Conversion
). References herein to the Partnership
refer to TransMontaigne Partners L.P. prior to the TLP Conversion and TransMontaigne Partners LLC following the TLP Conversion. Immediately following the TLP Conversion, on February 26, 2019, the general partner of the registrant,
TransMontaigne GP L.L.C., merged with and into TransMontaigne Partners LLC with TransMontaigne Partners LLC surviving (the
GP Merger
).
Immediately prior to the GP Merger, TLP Equity and TLP Acquisition, directly or indirectly, contributed 100% of their Common Units to Parent
(the
Contribution
). As a result of the Contribution, TLP Equity and TLP Acquisition shall cease to be Reporting Persons immediately after the filing of this Amendment No. 3 and Parent has become a Reporting Person and a joint
filer.
References herein to the General Partner refer to TransMontaigne GP L.L.C. prior to the GP Merger and TransMontaigne
Partners LLC following the GP Merger.
Item 3.
|
Source and Amount of Funds or Other Consideration
|
The information previously provided in response to Item 3 is hereby amended and supplemented by adding the following paragraph:
The total consideration paid for the Common Units in connection with the Merger (as defined herein) was approximately $535 million.
Approximately $19.7 million of the consideration was funded through capital contributions from the Reporting Persons to Parent, pursuant to the Equity Commitment Letter, and the remaining consideration was funded through the Term Loan Facility.
Item 4.
|
Purpose of Transaction
|
The information previously provided in response to this Item 4 is hereby amended and supplemented by adding the following paragraphs:
On February 26, 2019 (the
Effective Time
), pursuant to the Merger Agreement, Merger Sub was merged with and into the
Partnership, with the Partnership surviving as a wholly owned subsidiary of Parent and the General Partner. At the Effective Time, each Common Unit outstanding immediately prior to the Effective Time (other than the Sponsor Units) was converted into
the right to receive $41.00 in cash. The Partnerships phantom units under the TLP Management Services LLC Savings and Retention Plan, effective February 26, 2016 (as amended from time to time and including any successor or replacement
plan or plans, the
Savings and Retention Plan
), established pursuant to the TLP Management Services LLC 2016 Long-Term Incentive Plan, effective February 26, 2016 (as amended from time to time and including any successor or
replacement plan or plans, the
LTIP
, and together with the Savings and Retention Plan, the
Equity Plans
), were converted into a right to receive a cash payment in an amount equal to the Merger Consideration with
respect to each such phantom unit, which amount (i) was treated as Covered Compensation under the Savings and Retention Plan, and will vest and be payable in accordance with the terms of the underlying award agreement or letter (or
the Savings and Retention Plan, if there was no separate award agreement or letter), and (ii) will be adjusted in accordance with the Savings and Retention Plan. Prior to the Effective Time, TLP Holdings, the Partnership and the General Partner
took all actions necessary, if any, to eliminate any obligation under the Equity Plans to grant or issue any rights with respect to Common Units or other equity interests in the Partnership. The Sponsor Units were not cancelled, were not converted
into the Merger Consideration and remain outstanding. As a result, the Reporting Persons became the beneficial owners of all of the Common Units of the Issuer.