TransMontaigne Partners L.P. Announces Agreement for the Purchase of its Outstanding Common Units by an Affiliate of ArcLight Energy Partners

DENVER–(BUSINESS WIRE)–TransMontaigne Partners L.P. (NYSE:TLP) (the Partnership, we, us, our)
today announced that it has entered into a definitive agreement and plan
of merger (the Merger Agreement) with an indirect subsidiary of ArcLight
Energy Partners Fund VI, L.P. (ArcLight), TLP Finance Holdings, LLC (the
Purchaser). Pursuant to the Merger Agreement, the Purchaser will
acquire, for cash, in a merger transaction, all of the outstanding
common units of the Partnership not already held by the Purchaser’s
direct parent, TLP Acquisition Holdings, LLC (“Holdings”) or its
affiliates, including ArcLight, at a price of $41.00 per common unit,
for an aggregate transaction value of approximately $536 million.

The merger consideration represents an increase of $3.00, or 7.9
percent, per common unit when compared to the offer of $38.00 per common
unit made by Holdings on July 9, 2018 and a 12.6 percent premium to the
$36.40 closing price per common unit on November 23, 2018.

In addition, until the closing of the merger, the Partnership’s
unitholders will continue to receive regular quarterly distributions of
$0.805 per unit with respect to any completed quarter prior to the
closing.

The conflicts committee of the Partnership’s general partner, after
consultation with its independent legal and financial advisors, and
following negotiations with ArcLight, resulting in an increased price
per common unit and certain other changes, unanimously approved the
Merger Agreement and determined it to be in the best interests of the
Partnership and its unitholders unaffiliated with ArcLight.
Subsequently, the board of directors of the Partnership’s general
partner approved the Merger Agreement and recommended that the
Partnership’s unitholders approve the merger.

The merger is expected to close in the first quarter of 2019, and is
subject to satisfaction of certain conditions, including the approval of
the Merger Agreement and the transactions contemplated thereby by a
majority of the outstanding Partnership common units, voting as a class.
Holdings, TLP Equity Holdings, LLC and any permitted transferee are
committed to vote in favor of the merger, pursuant to a support
agreement entered into in connection with the Merger Agreement. Upon
closing of the merger, the Partnership will be an indirect wholly-owned
subsidiary of Holdings and its common units will cease to be publicly
traded; however, the Partnership will continue to file certain reports
with the SEC and its currently outstanding 6.125% senior unsecured notes
due 2026 will remain outstanding following the closing of the merger.

Latham & Watkins LLP acted as legal counsel to the Partnership. Evercore
acted as financial advisor and Richards, Layton & Finger acted as legal
counsel to the Conflicts Committee. Barclays acted as financial advisor
and Kirkland & Ellis LLP acted as legal counsel to ArcLight.

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 will file with the SEC a Current Report on Form 8-K, which
will contain, among other things, a copy of the merger agreement, and
the Partnership and Purchaser will file with the SEC and 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 or Purchaser 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.

Contacts

TransMontaigne Partners L.P.
(303) 626-8200
Frederick W.
Boutin, Chief Executive Officer
Robert T. Fuller, Chief Financial
Officer