Company Website:
http://www.nglenergypartners.com
TULSA, Okla. -- (Business Wire)
NGL Energy Partners LP (NYSE:NGL) today announced that it has submitted
a non-binding proposal to the conflicts committee of the board of
directors of TransMontaigne GP L.L.C., the general partner of
TransMontaigne Partners L.P. (NYSE:TLP), in which each outstanding
common unit of TLP would be exchanged for one common unit of NGL. The
proposed transaction is subject to the negotiation and execution of a
definitive agreement, the approval of the TransMontaigne GP L.L.C. board
of directors and its conflicts committee and any requisite unitholder
approval under applicable law.
Following is the text of the letter that NGL sent to the conflicts
committee of the board of directors of TransMontaigne GP L.L.C. on July
10, 2014:
Conflicts Committee of the Board of Directors
TransMontaigne GP
L.L.C.
1670 Broadway, Suite 3100
Denver, CO 80202
Dear Sirs:
As you are aware, NGL is pleased to have completed the acquisition of
TransMontaigne Inc. We believe the logical next step is to combine NGL
and TLP in a transaction that expands our commercial opportunities,
simplifies the organizational structure and captures operational
synergies, all of which enhance the growth profile of both partnerships’
unitholders.
Accordingly, on behalf of NGL Energy Partners LP (“NGL”), I am pleased
to submit a proposal to acquire all of TransMontaigne Partners L.P.
(“TLP”) outstanding publicly-held units through a unit-for-unit
exchange. Subject to negotiation and execution of a definitive
agreement, NGL 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 (the “Transaction”).
We believe the proposed Transaction provides substantial value and
strategic merits to the unitholders of TLP with minimal execution risk,
including, among other things:
-
Enhanced distribution growth to TLP common unitholders in the near and
long-term.
-
Opportunity to participate in the margin based business captured by
the former owner of TLP’s general partner.
-
Access to substantial capital to fund growth projects and share in
NGL’s current projects.
-
Immediate benefit from NGL's scale and diversified business platform
that includes water solutions, crude oil, and natural gas liquids.
-
Increased liquidity and public float of the pro forma MLP.
-
Greater common unit coverage, which provides for more visible
distribution growth and safety of the current distribution.
Our representatives on the TransMontaigne GP L.L.C. Board will support
delegating the authority to evaluate this proposal to the TransMontaigne
Conflicts Committee in consultation with its own independent legal
counsel and financial advisor.
To that end, we stand ready to facilitate the Conflicts Committee’s due
diligence investigation of NGL after execution of a mutually agreeable
confidentiality agreement.
This proposal has been approved by NGL’s senior management and reviewed
with our Board of Directors. Any definitive agreements will be subject
to approval by our Board of Directors and conditioned upon customary
closing conditions for transactions of this type.
This letter is not intended to create any binding obligations for TLP or
for NGL and any potential transaction will be subject to the execution
of definitive documentation and requisite TLP unitholder approval. We do
not envision the Transaction being subject to NGL unitholder approval.
If you have any questions regarding this proposal, please do not
hesitate to contact me, Michael Krimbill, at 918.477.0541 or michael.krimbill@nglep.com.
NGL expects to engage UBS Investment Bank as financial advisor and
Winston & Strawn LLP as legal counsel in connection with the Transaction.
We would like to reiterate our enthusiasm for working together with the
TransMontaigne team following our recent acquisition of General Partner
and certain Limited Partner interests (the “Interests”). While we feel
strongly about the benefits of the Transaction to each of NGL's and
TLP's unitholder bases, we are committed to keeping the Interests should
we not be able to reach an agreement on the Transaction at this time.
We look forward to your favorable response to this letter and to working
with you to complete the Transaction promptly.
Sincerely,
H. Michael Krimbill
Chief Executive Officer and Director
NGL
Energy Partners LP
Background
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.
About NGL Energy Partners LP
NGL Energy Partners LP is a Delaware limited partnership. NGL owns and
operates a vertically integrated energy business with five primary
businesses: water solutions, crude oil logistics, NGL logistics, refined
products / renewables and retail propane. NGL completed its initial
public offering in May 2011. For further information, visit NGL’s
website at www.nglenergypartners.com.
About TransMontaigne Partners L.P.
TransMontaigne Partners L.P. is a terminaling and transportation company
based in Denver, Colorado, with operations along the Gulf Coast, in the
Midwest, in Brownsville, Texas, along the Mississippi and Ohio Rivers
and in the Southeastern United States. TransMontaigne Partners
L.P. provides integrated terminaling, storage, transportation and
related services for companies 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
asphalts. TransMontaigne Partners L.P. does not purchase or market
products that it handles or transports.
Cautionary Statement Concerning Forward–Looking Statements
This press release includes “forward-looking statements.” All statements
other than statements of historical facts included or incorporated
herein may constitute forward-looking statements. Actual results could
vary significantly from those expressed or implied in such statements
and are subject to a number of risks and uncertainties. While NGL
believes its expectations as reflected in the forward-looking statements
are reasonable, NGL can give no assurance that such expectations will
prove to be correct. The forward-looking statements involve risks and
uncertainties that affect operations, financial performance, and other
factors as discussed in filings with the Securities and Exchange
Commission (“SEC”). Other factors that could impact any forward-looking
statements are those risks described in NGL’s annual report on Form
10-K, quarterly reports on Form 10-Q, and other filings with the SEC.
You are urged to carefully review and consider the cautionary statements
and other disclosures made in those filings, specifically those under
the heading “Risk Factors.” Risks and uncertainties relating to the
proposed transaction include, without limitation, the risks that:
TransMontaigne Partners L.P. will not enter into any definitive
agreement with NGL Energy Partners LP or the terms of any definitive
agreement will be materially different from those described above; the
parties will not obtain the requisite financing or regulatory approval
for the proposed transaction; the proposed transaction will not be
consummated for any other reason; management’s attention will be
diverted from ongoing business operations; and the anticipated benefits
of the transaction will not be realized. NGL undertakes no obligation to
publicly update or revise any forward-looking statements except as
required by law.
Additional Information About the Proposed Transaction and Where to
Find It
This communication relates to a business combination transaction with
TransMontaigne Partners L.P. proposed by NGL Energy Partners LP, which
may become the subject of a registration statement filed with the SEC.
This communication is not a substitute for the joint proxy
statement/prospectus that NGL Energy Partners LP and TransMontaigne
Partners L.P. would file with the SEC if any agreement is reached or any
other documents that NGL Energy Partners LP or TransMontaigne Partners
L.P. may send to unitholders in connection with the proposed
transaction. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE JOINT
PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS IF, AND
WHEN, THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT
INFORMATION ABOUT THE PROPOSED TRANSACTION. All such documents, if
filed, would be available free of charge at the SEC’s website (http://www.sec.gov).
In addition, investors and security holders may obtain free copies of
such documents filed by NGL Energy Partners with the SEC by directing a
request to: NGL Energy Partners, 6120 S. Yale Avenue, Suite 805, Tulsa,
Oklahoma 74136, Attention: Investor Relations. This communication shall
not constitute an offer to buy or solicitation of an offer to sell any
securities, nor shall there be any sale of securities, in any
jurisdiction in which such offer, solicitation or sale would be unlawful
prior to registration or qualification under the securities laws of any
such jurisdiction.
Participants
NGL Energy Partners LP and the directors and executive officers of NGL
Energy Holdings LLC, its general partner, may be deemed, under the rules
of the SEC, to be participants in any solicitation of unitholders of NGL
Energy Partners LP or TransMontaigne Partners L.P. in connection with
the proposed transaction. Investors and security holders may obtain
information regarding the names, affiliations and interests of the
directors and executive officers of NGL Energy Holdings LLC in NGL
Energy Partners LP’s annual report on Form 10–K for the year ended March
31, 2014, which was filed with the SEC on May 30, 2014, which can be
obtained free of charge at the SEC’s website (http://www.sec.gov)
and from Investor Relations at NGL Energy Partners LP at the address set
forth above. Additional information regarding the interests of these
participants will also be included in any proxy statement/prospectus and
other relevant documents to be filed with the SEC in connection with the
proposed transaction when they become available.
Contacts:
NGL Energy Partners LP
Atanas H. Atanasov, 918-481-1119
Chief
Financial Officer and Treasurer
atanas.atanasov@nglep.com
Source: NGL Energy Partners LP
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