Morgan Stanley Completes Sale of TransMontaigne to NGL Energy Partners
07.03.2014 - NEWS

July 3, 2014 [OPIS] - TransMontaigne Partners LP said on Wednesday that Morgan Stanley has completed the sale of its indirect 100% ownership interest in TransMontaigne Inc. to NGL Energy Partners LP.


TransMontaigne Inc. is the indirect parent and sole member of TransMontaigne GP LLC, which is the sole general partner of TransMontaigne Partners LP.

The sale included Morgan Stanley’s limited partnership interests in TLP and the assignment from an affiliate of Morgan Stanley to NGL of certain terminaling services agreements with TLP.

As a result of the transaction, NGL indirectly acquired a 100% membership interest in, and control of, the general partner, which controls TLP.

Consequently, the transaction resulted in a change in control of TLP. The transaction does not involve the sale or purchase of any of the limited partnership units in TLP held by the public and the TLP limited partnership units continue to trade on the New York Stock Exchange.

NGL Energy Partners LP is a Delaware limited partnership that owns and operates a vertically integrated energy business with four primary businesses: water solutions, crude oil logistics, NGL liquids and retail propane.

In connection with the transaction, Morgan Stanley Capital Group Inc. assigned its interests in certain existing terminaling services agreements with the partnership to NGL.

In addition, the partnership amended its existing Senior Secured Credit Facility to, among other items, consent to the change of control of TLP resulting from the transaction and to amend the covenant relating to a future change of control to reflect NGL as the indirect owner of the general partner interest in TLP.

In connection with the consummation of the transaction, on July 1, 2014 Stephen R. Munger, Goran Trapp and Martin S. Mitchell, each employees of Morgan Stanley, resigned from the board of directors of the general partner.

To fill the vacancy resulting from the resignation of the Morgan Stanley directors, Atanas H. Atanasov, Benjamin Borgen, David C. Kehoe and Donald M. Jensen, each employees of NGL, were appointed to the board of directors of the general partner effective July 1, 2014.

TransMontaigne Partners LP is a terminaling and transportation company based in Denver, Colo., with operations in the United States along the Gulf Coast, in the Midwest, in Houston and Brownsville, Texas, along the Mississippi and Ohio rivers, and in the Southeast.

OPIS reported last week that diversification and low purchase price are keys to NGL Energy Partners’ (NEP) purchase of TransMontaigne, even though the surprising acquisition appears to have limited synergy between both companies on paper.

Morgan Stanley had TransMontaigne on the selling block for the past year, in line with Morgan Stanley’s plan to exit from the global physical oil market. NEP, which is a major retail propane player in more than 20 states in the U.S., took the market by surprise, emerging as the buyer of TransMontaigne. NEP is to pay a cash purchase price of $200 million, including working capital, plus an additional amount for inventory transferred at the closing.

There is no immediate synergy between NGL Energy Partners and TransMontaigne, but it (the acquisition) allows NGL to expand its geographical footprint to the Southeast, an analyst said.

“Also, the deal is viewed favorably because of NGL Energy Partners is expanding into refined oil products, crude and water treatment and lowering its exposure to the propane market,” he said, adding that NEP bought Gavilon last year for $890 million.

Gavilon represents NEP’s refined products market share, but there is little synergy between Gavilon and TransMontaigne. Gavilon operates mainly in Oklahoma, Texas and Louisiana, while TransMontaigne is focused on the Southeast region.

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