TRANSMONTAIGNE PARTNERS L.P. (NYSE:TLP) Files An 8-K Entry into a Material Definitive AgreementItem 1.01 Entry into a Material Definitive Agreement.
On December14, 2017, TransMontaigne Operating Company L.P., a Delaware limited partnership (“TOC”), a wholly owned subsidiary of TransMontaigne Partners L.P. (the “Partnership”), entered into that certain First Amendment to Third Amended and Restated Senior Secured Credit Facility (the “First Amendment”), which amends the Third Amended and Restated Senior Secured Credit Facility, dated as of March13, 2017, by and among TOC, the financial institutions from time to time party thereto as lenders, Wells Fargo Bank, National Association, as administrative agent, and the other parties thereto (as amended, the “Credit Agreement”). The First Amendment to the Credit Agreement increases the commitments under the Credit Agreement from $600,000,000 (expandable to $850,000,000) to $850,000,000 (expandable to $1,100,000,000).
The foregoing description of the First Amendment does not purport to be complete and is qualified in its entirety by reference to the First Amendment, which is filed as Exhibit10.1 to this Current Report on Form8-K and is incorporated herein by reference.
Item 1.01Completion of Acquisition or Disposition of Assets.
On December15, 2017, the Partnership and TOC completed the previously announced acquisition of the Martinez Terminal and Richmond Terminal (the “West Coast Terminals”) from Plains Products Terminals LLC (“Plains”), a wholly owned subsidiary of Plains All American Pipeline, L.P., to that certain Asset Purchase Agreement, dated as of November2, 2017, by and between TOC and Plains (the “Acquisition”). The Partnership funded the purchase price for the Acquisition with borrowings under its revolving credit facility.
In connection with closing the Acquisition, TOC and Plains have entered into a transition services agreement, whereby Plains will provide certain accounting, information systems and human resources services to TOC and the Partnership, as needed, for up to six months following the closing of the Acquisition. In addition, to the transition services agreement, Plains will operate the West Coast Terminals until the Partnership receives all permits, licenses, authorizations and approvals necessary to operate the West Coast Terminals. Once the Plains operating period terminates, which will occur between January15, 2018 and February28, 2018 to the terms of the transition services agreement, the Partnership will commence operations of the West Coast Terminals.
Item 1.01Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 is incorporated by reference into this Item 1.01.
Item 1.01 Regulation FD Disclosure.
On December18, 2017, the Partnership issued a press release announcing the closing of the Acquisition. A copy of the press release is furnished as Exhibit99.1 to this Current Report on Form8-K and is incorporated herein by reference.
The information set forth in this Item 1.01 and the attached Exhibit99.1 shall not be deemed “filed” for purposes of Section18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 1.01Exhibits.
(d) Exhibits.
