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Transmontaigne Partners L.P. 8-K 2007

Documents found in this filing:

  1. 8-K/A
  2. Ex-23
  3. Ex-99.2
  4. Ex-99.3
  5. Ex-99.3

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) December 29, 2006

TRANSMONTAIGNE PARTNERS L.P.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-32505

 

34-2037221

(State or other jurisdiction of

 

(Commission File Number)

 

(I.R.S. Employer

incorporation or organization)

 

 

 

Identification Number)

 

1670 Broadway, Suite 3100, Denver, CO 80202

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: 303-626-8200

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 




EXPLANATORY NOTE

On January 5, 2007, we filed a Current Report on Form 8-K (the “Initial Form 8-K”) to report the completion on December 29, 2006 of our acquisition from TransMontaigne Inc. of various facilities located in Brownsville, Texas, along the Mississippi and Ohio rivers and at the Baton Rouge, Louisiana dock (collectively, the “Facilities”).  We acquired the Facilities pursuant to the terms of a Facilities Sale Agreement, dated December 29, 2006.  We indicated in the Initial Form 8-K that we would file the financial information required under Item 9.01 of Form 8-K as soon as practicable, but not later than March 20, 2007.  This Amendment No. 1 is filed to amend Item 9.01 of the Initial Form 8-K to include the required financial information.

Item 9.01.  Financial Statements, Pro Forma Financial Information and Exhibits.

(a)           Financial Statements of Businesses Acquired.

The following information is attached hereto as Exhibit 99.2 and incorporated herein by reference.

(i)               Report of Independent Registered Public Accounting Firm.

(ii)            Audited Combined Financial Statements of TransMontaigne Partners (Predecessor) as of August 31, 2006, December 31, 2005 and June 30, 2005 and for the eight months ended August 31, 2006, six months ended December 31, 2005 and twelve months ended June 30, 2005 and 2004.

(iii)         Notes to Audited Consolidated Financial Statements.

(b)           Pro Forma Financial Information.

The following information is attached hereto as Exhibit 99.3, and incorporated herein by reference.

(i)               Unaudited Pro Forma Combined Statement of Operations for the year ended December 31, 2006.

(ii)            Notes to the Unaudited Pro Forma Combined Statement of Operations.

(d)           Exhibits.

 

Exhibit No.

 

Description of Exhibit

 

 

 

2.1†

 

Facilities Sale Agreement, dated as of December 29, 2006, by and between TransMontaigne Product Services Inc. and TransMontaigne Partners L.P.

 

 

 

10.1†

 

Third Amendment to Omnibus Agreement, dated as of December 29, 2006, by and among TransMontaigne Inc, TransMontaigne GP L.L.C., TransMontaigne Partners L.P., TransMontaigne Partners L.P., TransMontaigne Operating GP L.L.C. and TransMontaigne Operating Company L.P.

 

 

 

10.2†

 

Amended and Restated Senior Secured Credit Facility, dated December 22, 2006, by and among TransMontaigne Operating Company L.P., a Delaware limited

 

1




 

 

partnership, Wachovia Capital Markets, LLC as sole lead arranger, manager and book-runner, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as syndication agents, BNP Paribas and Société Générale, as the documentation agents, Wachovia Bank, National Association, as administrative agent, and the other lenders a party thereto.

 

 

 

23*

 

Consent of KPMG LLP*

 

 

 

99.1†

 

TransMontaigne Partners L.P. press release dated December 29, 2006.

 

 

 

99.2*

 

Audited financial statements of TransMontaigne Partners (Predecessor) for the eight months ended August 31, 2006, the six months ended December 31, 2006 and the years ended June 30, 2005 and 2004.

 

 

 

99.3*

 

Unaudited pro forma combined statement of operations of TransMontaigne Partners L.P. for the year ended December 31, 2006.


                     Previously filed with the Initial Form 8-K filed with the SEC on January 5, 2007.

*                    Filed herewith.

2




SIGNATURE

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TRANSMONTAIGNE PARTNERS L.P.

 

 

 

 

 

 

 

By:

TransMontaigne GP L.L.C.,

 

 

its general partner

 

 

 

Date: March 16, 2007

By:

/s/ Randall J. Larson

 

 

Randall J. Larson

 

 

President and Chief Financial Officer

 

3




Exhibit Index

Exhibit No.

 

Description of Exhibit

 

 

 

2.1†

 

Facilities Sale Agreement, dated as of December 29, 2006, by and between TransMontaigne Product Services Inc. and TransMontaigne Partners L.P.

 

 

 

10.1†

 

Third Amendment to Omnibus Agreement, dated as of December 29, 2006, by and among TransMontaigne Inc, TransMontaigne GP L.L.C., TransMontaigne Partners L.P., TransMontaigne Partners L.P., TransMontaigne Operating GP L.L.C. and TransMontaigne Operating Company L.P.

 

 

 

10.2†

 

Amended and Restated Senior Secured Credit Facility, dated December 22, 2006, by and among TransMontaigne Operating Company L.P., a Delaware limited partnership, Wachovia Capital Markets, LLC as sole lead arranger, manager and book-runner, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as syndication agents, BNP Paribas and Société Générale, as the documentation agents, Wachovia Bank, National Association, as administrative agent, and the other lenders a party thereto.

 

 

 

23*

 

Consent of KPMG LLP*

 

 

 

99.1†

 

TransMontaigne Partners L.P. press release dated December 29, 2006.

 

 

 

99.2*

 

Audited financial statements of TransMontaigne Partners (Predecessor) for the eight months ended August 31, 2006, the six months ended December 31, 2006 and the years ended June 30, 2005 and 2004.

 

 

 

99.3*

 

Unaudited pro forma combined statement of operations of TransMontaigne Partners L.P. for the year ended December 31, 2006.


                     Previously filed with the Initial Form 8-K filed with the SEC on January 5, 2007.

*                    Filed herewith.

 



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