NGL Energy Partners LP closed the sale of its indirect full ownership interest in TransMontaigne GP LLC to an affiliate of private-equity firm ArcLight Capital Partners, TransMontaigne Partners LP (TLP) said Feb. 2.
The sale was made for $350 million in cash.
As a result of the transaction, Gulf TLP Holdings LLC, an affiliate of ArcLight, acquired a full membership interest in, and control of, TransMontaigne GP LLC, and a change of control occurred in TLP.
ArcLight can purchase limited partnership units in TLP retained by NGL but has not yet purchased any, and TLP’s limited partnership units are still trading on the New York Stock Exchange.
In connection with the transaction, TLP’s senior secured credit facility was amended, consenting to the change of control at TLP and amending the covenant relating to a future change of control. This reflects ArcLight as the indirect owner of the general partner interest.
The amended and restated omnibus agreement was also amended by TLP, TransMontaigne GP, TransMontaigne Operating Co. LP, Gulf TLP Holdings LLC and TransMontaigne LLC.
This agreement states that TLP pays Gulf TLP Holdings LLC an administrative fee for various general and administrative services. The amendment included waiving the automatic termination that would occur when TransMontaigne LLC ceased to control TransMontaigne GP.
Atanas H. Atanasov, Benjamin Borgen, Brian Cannon and Donald M. Jensen, employees of NGL, resigned from the board of directors of TransMontaigne GP. Daniel R. Revers, Kevin M. Crosby and Lucius H. Taylor, employees of ArcLight, were appointed to fill the vacancies, effective Feb. 1.
TransMontaigne Partners LP is based in Denver.
ArcLight Capital Partners is based in Boston.
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