ArcLight’s $536 Million Acquisition of Outstanding Common Units of TransMontaigne Partners


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.

TransMontaigne Partners L.P. (NYSE:TLP) has entered into a definitive agreement and plan of merger with an indirect subsidiary of ArcLight Energy Partners Fund VI, L.P., TLP Finance Holdings, LLC.

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.

The Kirkland team was led by corporate partners Doug Bacon (Picture), Kim Hicks and Andy Calder and associates Adam Garmezy, Randy Santa Ana and Jennifer Singh; debt finance partner Roald Nashi and associates Justin Han and Osaro Aifuwa; capital markets partners Julian Seiguer and Mike Fisherman and associate Terry Bokosha; tax partner David Wheat and associates Tim Campany and Radina Angelova; executive compensation partner Scott Price and associate Jake Ebers; environmental transactions partner Alex Farmer and associate Devi Chandrasekaran; and antitrust partners Ellen Jakovic and Michael Thorpe.

Involved fees earner: Osaro Aifuwa – Kirkland & Ellis; Douglas Bacon – Kirkland & Ellis; Andrew Calder – Kirkland & Ellis; Timothy Campany – Kirkland & Ellis; Devi Chandrasekaran – Kirkland & Ellis; Jake Ebers – Kirkland & Ellis; Alexandra Farmer – Kirkland & Ellis; Michael Fisherman – Kirkland & Ellis; Adam Garmezy – Kirkland & Ellis; Justin Han – Kirkland & Ellis; Kim Hicks – Kirkland & Ellis; Ellen Jakovic – Kirkland & Ellis; Roald Nashi – Kirkland & Ellis; Scott Price – Kirkland & Ellis; Jennifer Rainey Singh – Kirkland & Ellis; Randy Santa Ana – Kirkland & Ellis; Julian Seiguer – Kirkland & Ellis; Michael Thorpe – Kirkland & Ellis; David Wheat – Kirkland & Ellis;

Law Firms: Kirkland & Ellis;

Clients: ArcLight Capital Partners, LLC;