TransMontaigne Partners L.P. Announces Record Date and Meeting Date for Special Meeting for Proposed Merger with an Affiliate of ArcLight Energy Partners
January 18, 2019
DENVER–(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.
Contacts
TransMontaigne Partners L.P.
Frederick W. Boutin, Chief
Executive Officer
Robert T. Fuller, Chief Financial Officer
(303)
626-8200