Business Services Industry
TransMontaigne Partners L.P. Announces Financial Results, Changes to the Board of Directors of its General Partner and Schedules Conference Call
Business Wire, March 10, 2008
DENVER -- TransMontaigne Partners L.P. (NYSE:TLP) today announced (1) recent developments, (2) its financial results for the three months and year ended December 31, 2007, (3) changes to the board of directors of its general partner, and (4) that it has scheduled a conference call on Monday, March 10, 2008 at 1:00 p.m. (ET).
Recent Developments
An overview of previously announced recent developments that occurred during the three months ended December 31, 2007 includes:
* On December 31, 2007, we acquired, from TransMontaigne Inc., 22 terminals along the Colonial and Plantation Pipelines, with aggregate active storage capacity of approximately 9.0 million barrels, for a cash payment of approximately $118.6 million (the "Southeast Terminals").
Related Results
* In connection with the acquisition of the Southeast Terminals, we entered into a terminaling services agreement with Morgan Stanley Capital Group. The terminaling services agreement commenced on January 1, 2008, and expires on December 31, 2014, subject to Morgan Stanley Capital Group's right to renew the agreement for an additional seven years. Under this agreement, Morgan Stanley Capital Group has agreed to throughput a volume of refined product that will result in minimum throughput payments to the Partnership of approximately $31.6 million for the contract year ending December 31, 2008, with stipulated annual increases in throughput fees each contract year thereafter. During the initial term any construction or refurbishment of tank capacity at the Collins/Purvis terminal will be undertaken only upon the mutual written agreement of Morgan Stanley Capital Group and TransMontaigne Partners. We also agreed to return to Morgan Stanley Capital Group 50% of the proceeds we receive in excess of $4.2 million from the sale of product gains arising from our terminaling services agreement with Morgan Stanley Capital Group at our Southeast Terminals.
* Concurrently with our acquisition of the Southeast Terminals, we amended and restated the omnibus agreement, among TransMontaigne Inc., TransMontaigne Partners L.P. and certain affiliates. The amendment increased the annual administrative fee payable to TransMontaigne Inc. from approximately $7.0 million to $10.0 million and increased the annual insurance reimbursement payable to TransMontaigne Inc. from approximately $1.7 million to $2.9 million. The increase in the administrative fee and insurance reimbursement reflect the allocation of the costs expected to be incurred by TransMontaigne Inc. for providing management, legal, accounting and tax services for, and insurance on, the Southeast Terminals on our behalf. In addition, the term of the omnibus agreement was extended through December 31, 2014. If Morgan Stanley Capital Group elects to renew the terminaling and services agreement for the Southeast terminals, we have the right to extend the term of the omnibus agreement for an additional seven years.
* On December 31, 2007, we acquired from Rio Vista Energy Partners L.P. its terminal facility in Matamoros, Mexico, the Diamondback pipelines running from Brownsville, Texas to Matamoros, Mexico, with associated rights of way and easements and 47 acres of land, together with a permit to distribute LPG to Mexico's state-owned petroleum company. The total cash payment made for these LPG assets was approximately $9.0 million.
Financial Results
[TABLE OMITTED]
Attachment A contains additional selected financial information and results of operations, Attachment B contains a pro forma combined statement of operations, and Attachment C contains a computation of our adjusted operating surplus.
Changes to the Board of Directors of Our General Partner
Changes have been made to the Board of Directors of TransMontaigne GP L.L.C., the general partner of the Partnership (the "General Partner"). The General Partner is responsible for managing the operations and activities of the Partnership since the Partnership does not have its own officers or employees.
Following the March 5, 2008 meeting of the Board of Directors, Donald H. Anderson, D. Dale Shaffer and Rex L. Utsler resigned as members of the Board of Directors of the General Partner (the "General Partner Board"), all to be effective March 17, 2008. In connection with their respective resignations, Messrs. Anderson, Shaffer and Utsler did not indicate that there were any disagreements between any of them and the Partnership or members of the General Partner Board regarding the Partnership's operations, policies or practices. These changes were requested by representatives of Morgan Stanley Capital Group who serve on the Board of Directors of TransMontaigne Inc., which is the indirect owner of the General Partner.
To fill the resulting vacancies, as well as the existing vacancy created by the earlier resignation of William S. Dickey on January 1, 2008, TransMontaigne GP L.L.C. announced the appointment of Stephen R. Munger, Olav N. Refvik, and Duke R. Ligon to serve as directors on the General Partner Board, effective March 17, 2008. There remains one vacancy on the General Partner Board to be filled by an independent director. Also effective March 17, 2008, Stephen R. Munger was elected to serve as Chairman of the General Partner Board and Duke R. Ligon was appointed to serve as a member of the Audit Committee, the Conflicts Committee and the Compensation Committee.
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