TransMontaigne Partners L.P. Announces That NGL Energy Partners Has Closed on the Sale of Its Ownership Interests in TransMontaigne GP L.L.C. to an Affiliate of ArcLight Capital Partners
TransMontaigne Partners L.P. (NYSE:TLP) today announced that on February
1, 2016, NGL Energy Partners LP (“NGL”) consummated the sale of its
indirect 100% ownership interest in TransMontaigne GP L.L.C. (the
“Transaction”) to an affiliate of ArcLight Capital Partners (“ArcLight”)
for $350 million in cash. TransMontaigne GP L.L.C. is the general
partner (“General Partner”) of TransMontaigne Partners L.P. (“TLP” or
“the Partnership”). The General Partner holds the 2% general partner
interest and incentive distribution rights of TLP, a Delaware master
limited partnership.
As a result of the Transaction, Gulf TLP Holdings, LLC, an affiliate of
ArcLight, acquired a 100% membership interest in, and control of, the
General Partner, which controls TLP. Consequently, the Transaction
resulted in a change in control of TLP. Although ArcLight has a right of
first offer to purchase limited partnership units in TLP retained by
NGL, ArcLight has not yet purchased any of the limited partnership units
of TLP in connection with the Transaction, and the TLP limited
partnership units continue to trade on the New York Stock Exchange.
ArcLight is one of the leading private equity firms focused on North
American and Western European energy assets. Since its establishment in
2001, ArcLight has invested over $15.3 billion across multiple energy
cycles in more than 97 investments. Headquartered in Boston, MA with an
additional office in Luxembourg, the firm’s investment team brings
extensive energy expertise, industry relationships and specialized value
creation capabilities to its portfolio.
Amendments to Certain Agreements
In connection with the Transaction, the Partnership amended its existing
Senior Secured Credit Facility to, among other items, consent to the
change of control of TLP resulting from the transaction and to amend the
covenant relating to a future change of control to reflect ArcLight as
the indirect owner of the general partner interest in TLP.
In addition, the Partnership amended its Amended and Restated Omnibus
Agreement by and among TLP, the General Partner, TransMontaigne
Operating Company L.P., Gulf TLP Holdings, LLC and TransMontaigne LLC,
which is a wholly owned subsidiary of NGL, as assignor. Under the
omnibus agreement, the Partnership pays Gulf TLP Holdings, LLC (and
prior to the amendment, the Partnership paid TransMontaigne LLC) an
administrative fee for the provision of various general and
administrative services for the Partnership’s benefit. The
administrative fee includes expenses incurred by Buyer to perform
centralized corporate functions, such as legal, accounting, treasury,
insurance administration and claims processing, health, safety and
environmental, information technology, human resources, credit, payroll,
taxes and engineering and other corporate services. The amendment
modified the omnibus agreement to, among other items, consent to the
assignment of the omnibus agreement from TransMontaigne LLC to Gulf TLP
Holdings and waived the automatic termination that would occur at such
time as TransMontaigne LLC ceased to control the General Partner. The
omnibus agreement will continue in effect until the earlier to occur of
(i) ArcLight or its affiliates ceasing to control the General Partner or
(ii) the election of TLP or Gulf TLP Holdings, LLC, following at least
24 months’ prior written notice to the other parties.
Changes to the General Partner’s Board of Directors
In connection with the consummation of the Transaction, on February 1,
2016, Atanas H. Atanasov, Benjamin Borgen, Brian Cannon and Donald M.
Jensen, each employees of NGL, resigned from the board of directors of
the General Partner.
To fill the vacancies resulting from the resignation of the
NGL-affiliated directors, Daniel R. Revers, Kevin M. Crosby and Lucius
H. Taylor, each employees of ArcLight, were appointed to the board of
directors of the General Partner effective February 1, 2016.
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, and in the Southeast. 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; heavy refined
products include residual fuel oils and asphalt. We do not purchase or
market products that we handle or transport. We are controlled by our
general partner, TransMontaigne GP L.L.C., which is an indirect wholly
owned subsidiary of ArcLight Capital Partners. News and additional
information about TransMontaigne Partners L.P. is available on our
website: www.transmontaignepartners.com.
About ArcLight Capital Partners
ArcLight is one of the leading private equity firms focused on North
American and Western European energy assets. Since its establishment in
2001, ArcLight has invested over $15.3 billion across multiple energy
cycles in more than 97 investments. Headquartered in Boston, MA with an
additional office in Luxembourg, the firm’s investment team brings
extensive energy expertise, industry relationships and specialized value
creation capabilities to its portfolio. More information about ArcLight,
as well as a complete list of ArcLight’s portfolio companies, can be
found at http://arclightcapital.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 company 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. Important
factors that could cause actual results to differ materially from the
company’s expectations and may adversely affect its business and results
of operations are disclosed in “Item 1A. Risk Factors” in the company’s
Annual Report on Form 10-K for the year ended December 31, 2014, filed
with the Securities and Exchange Commission on March 12, 2015.
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