TransMontaigne Partners L.P. (TLP) confirmed that NGL Energy Partners LP (NGL) announced that it submitted a non-binding, unsolicited proposal to the conflicts committee of the board of directors of TransMontaigne GP L.L.C., the general partner of TransMontaigne Partners L.P. , pursuant to which each outstanding common unit of TLP would be exchanged for one common unit of NGL. Subject to negotiation and execution of a definitive agreement, NGL’s would offer one NGL common unit for each outstanding TLP common unit as part of a transaction that would be structured as a merger of TLP with a wholly-owned subsidiary of NGL. In response to the Proposal, the Conflicts Committee has retained Jefferies LLC as its financial advisor and Dorsey & Whitney LLP as its legal advisor. In addition, the Partnership has retained Latham & Watkins LLP as legal counsel. The Conflicts Committee has received and is reviewing the Proposal on a preliminary basis but has not yet reached any conclusions or made any determination whether to issue a counteroffer to the Proposal, reject the Proposal or take any other action with respect to the Proposal. Prior to making any determination with respect to any potential transaction of the type proposed by NGL, the Conflicts Committee intends to carefully consider such proposal and evaluate the fairness, from a financial point of view, of the consideration offered to TLP’s unitholders. In addition, completion of any such transaction would be subject to the negotiation and execution of a definitive agreement, the approval of the TransMontaigne GP L.L.C. board of directors and the Conflicts Committee, any requisite unitholder approval under the limited partnership agreement and applicable law and applicable regulatory filings and approvals. As previously announced, on July 1, 2014, NGL completed its acquisition from Morgan Stanley affiliates of (i) TransMontaigne Inc., the owner of TransMontaigne GP L.L.C., (ii) the limited partnership interest of TransMontaigne Partners L.P. held by TransMontaigne Inc., amounting to approximately 17% of the outstanding common units, (iii) the limited partnership interest of TransMontaigne Partners L.P. held by affiliates of Morgan Stanley, amounting to approximately 3% of the outstanding common units and (iv) certain entities associated with the TransMontaigne business as well as the related inventory and pipeline and other contract rights.
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