TransMontaigne Partners L.P. Announces Unitholder Approval and Effective Date of Purchase of its Outstanding Common Units by an Affiliate of ArcLight Energy Partners

Source Press Release
Company ArcLight Capital Partners, LLCTransMontaigne Partners L.P. 
Tags Corporate Deals, Deals, Refining & Marketing Activities, Pipelines/ tankers/ distribution, LNG & Gas Storage/Processing
Date February 26, 2019

TransMontaigne Partners L.P. (NYSE:TLP) (the Partnership, we, us, our) announced that at the special meeting of the Partnership’s commonunitholders 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.

Source: EvaluateEnergy® ©2019 EvaluateEnergy Ltd