Taylor & Martin Grp., Inc.Common Stock (NYSE:TMG)
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From Jun 2019 to Jun 2024
TransMontaigne Inc. (NYSE: TMG) today announced that it
has completed its merger with a subsidiary of Morgan Stanley Capital
Group Inc. Under the terms of the merger agreement, each outstanding
share of TransMontaigne's common stock has been converted into the
right to receive $11.35 in cash, without interest. As a result of the
acquisition, TransMontaigne will cease to be publicly traded and,
accordingly, will no longer be listed on the New York Stock Exchange.
U.S. Bank National Association will act as the paying agent in the
merger transaction and will mail to the TransMontaigne stockholders a
letter of transmittal and instructions for receiving payment of the
merger consideration on or before September 11, 2006. Holders of
certificated common stock should expect to receive the merger
consideration soon after submitting a properly completed letter of
transmittal to U.S. Bank National Association. All questions relating
to the receipt of the merger consideration should be directed to U.S.
Bank National Association at 800-934-6802. TransMontaigne stockholders
whose shares are held by a broker, bank or other nominee should
contact such broker, bank or other nominee regarding receipt of the
merger consideration.
TransMontaigne also announced that the expiration date for the
tender offer was extended from 8:00 a.m., New York City time, on
September 1, 2006, to 10:00 a.m., New York City time, on September 1,
2006. In addition, TransMontaigne announced that, pursuant to the
terms of the previously announced cash tender offer and consent
solicitation for its 9-1/8% Senior Subordinated Notes due 2010 (the
"Notes"), TransMontaigne has accepted for payment $199,990,000
aggregate principal amount of the Notes. The Company also announced
that the Third Supplemental Indenture to the Indenture governing the
Notes, executed on August 4, 2006, is now operative.
On September 1, 2006, TransMontaigne also closed on a new 5-year,
$400 million Senior Secured Working Capital Credit Facility (the
"Credit Facility") with a syndicate of financial institutions, which
replaces TransMontaigne's former $400 million Working Capital Credit
Facility. TransMontaigne also closed on a new $165 million Term Loan
Agreement (the "Term Loan Agreement") with Morgan Stanley Capital
Group Inc. The proceeds of the initial borrowing under the Credit
Facility, together with the $165 million of proceeds of the borrowing
under the Term Loan Agreement will be used to pay, in part, the merger
consideration, to purchase the Notes and to pay related costs and
expenses.
About TransMontaigne Inc.
TransMontaigne Inc. (the "Company") is a refined petroleum
products marketing and distribution company based in Denver, Colorado,
with operations in the United States, primarily in the Gulf Coast,
Midwest and East Coast regions. The Company's principal activities
consist of (i) terminal, pipeline, and tug and barge operations; (ii)
marketing and distribution; (iii) supply chain management services;
and (iv) managing the activities of TransMontaigne Partners L.P.
(NYSE: TLP). The Company's customers include refiners, wholesalers,
distributors, marketers, and industrial and commercial end-users of
refined petroleum products. Corporate news and additional information
about TransMontaigne Inc. is available on the Company's web site:
www.transmontaigne.com.
Forward-Looking Statements
This press release includes statements that may constitute
forward-looking statements made pursuant to the safe harbor provision
of the Private Securities Litigation Reform Act of 1995. This
information may involve risks and uncertainties that could cause
actual results to differ materially from the forward-looking
statements. Although the Company believes that the expectations
reflected in such forward-looking statements are based on reasonable
assumptions, such statements are subject to risks and uncertainties
that could cause actual results to differ materially from those
projected. These forward-looking statements include statements
regarding the proposed transactions. These statements are based on the
current expectations of management of TransMontaigne. There are a
number of risks and uncertainties that could cause actual results to
differ materially from the forward-looking statements included in this
document. Additional factors that may affect the future results of
TransMontaigne are set forth in our Annual Report on Form 10-K for the
year ended June 30, 2005, and Quarterly Report on Form 10-Q for the
quarter ended March 31, 2006, as filed with the SEC, which are
available at www.transmontaigne.com. TransMontaigne undertakes no
obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise.