Taylor & Martin Grp., Inc.Common Stock (NYSE:TMG)
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TransMontaigne Inc. (NYSE:TMG) today announced that it
has commenced a cash tender offer and consent solicitation for all of
the $200,000,000 aggregate principal amount of 9-1/8% Senior
Subordinated Notes due 2010 of the Company (the "Notes") (CUSIP No.
893934AB5 and ISIN US893934AB55). In connection with the offer,
TransMontaigne is soliciting consents to certain proposed amendments
to eliminate substantially all of the restrictive covenants and
certain events of default and other provisions in the indenture
governing the Notes. The offer will expire at 11:59 p.m. midnight, New
York City time, on August 18, 2006, unless extended or earlier
terminated (the "Expiration Date").
The total consideration to be paid for each $1,000 principal
amount of Notes validly tendered and accepted in the offer, including
the consent payment referred to below, will be based on a fixed spread
of 50 basis points over the yield of the 3-1/2% U.S. Treasury Notes
due May 31, 2007, as calculated by the dealer manager in accordance
with standard market practice as of 2:00 p.m., New York City time, on
the price determination date. Accrued and unpaid interest to, but not
including, the settlement date will be paid on all Notes tendered and
accepted. The price determination date is expected to be on or about
August 4, 2006.
In order to receive the total consideration, holders are required
to tender their Notes at or prior to 5:00 p.m., on August 4, 2006,
unless extended (the "Consent Date"). Holders who tender their notes
after the Consent Date and prior to the expiration of the offer will
receive the total consideration referred to above, less the consent
payment of $30.00 per $1,000 principal amount of Notes. Holders may
not tender their Notes without delivering consents or deliver consents
without tendering their Notes. Tendered Notes may not be withdrawn
after the Consent Date, except in limited circumstances.
The offer is being made in connection with the Company's
previously announced merger with a subsidiary of Morgan Stanley
Capital Group Inc. and is subject to the satisfaction of certain
conditions, including the receipt, prior to the Consent Date, of
consents of holders representing a majority in principal amount of the
outstanding Notes and the prior or contemporaneous consummation of the
merger. The terms of the offer are described in the Offer to Purchase
and Consent Solicitation Statement dated July 24, 2006, copies of
which may be obtained from Global Bondholder Services, the information
agent for the offer, at 866-795-2200 (U.S. toll free) and 212-430-3774
(collect).
TransMontaigne has engaged Morgan Stanley & Co. Incorporated to
act as the exclusive dealer manager and solicitation agent in
connection with the offer. Questions regarding the offer may be
directed to Morgan Stanley & Co. Incorporated, at 800-624-1808 (U.S.
toll-free) and 212-761-5746 (collect), attention Jeremy Warren.
This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consent with respect to any
securities. The offer is being made solely by the Offer to Purchase
and Consent Solicitation Statement dated July 24, 2006.
Additional Information and Where to Find It
On June 23, 2006, TransMontaigne filed a current report on Form
8-K with the Securities and Exchange Commission ("SEC"), which
contained the merger agreement and related documents. On July 7, 2006,
TransMontaigne filed revised proxy materials with the SEC and, subject
to compliance with applicable SEC regulations, will mail to its
stockholders definitive proxy materials regarding the merger
transaction. Such proxy materials will contain information about
TransMontaigne, the proposed merger and related matters. Stockholders
are urged to read the proxy statement carefully when it is available,
as it will contain important information that stockholders should
consider before making a decision about the proposed merger. In
addition to receiving the proxy statement from TransMontaigne by mail,
stockholders will be able to obtain the proxy statement, as well as
other filings containing information about TransMontaigne, without
charge, from the SEC's website (http://www.sec.gov) or, without
charge, from TransMontaigne at http://www.transmontaigne.com.
This announcement is neither a solicitation of proxy, an offer to
purchase, nor a solicitation of an offer to sell shares of
TransMontaigne. TransMontaigne and its executive officers and
directors may be deemed to be participants in the solicitation of
proxies from TransMontaigne's stockholders with respect to the
proposed merger. Information regarding any interests that
TransMontaigne's executive officers and directors may have in the
transaction will be set forth in the proxy statement.
About TransMontaigne Inc.
TransMontaigne Inc. 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. For example, (1) the offer may not close because (x) a
sufficient number of holders have not tendered their consent, or (y)
the merger is not consummated as (A) TransMontaigne may be unable to
obtain stockholder approval required for the merger transaction; (B)
conditions to the closing of the merger transaction may not be
satisfied or the merger agreement may be terminated prior to closing;
(C) the merger transaction may involve unexpected costs or unexpected
liabilities; (D) the businesses of TransMontaigne may suffer as a
result of uncertainty surrounding the merger transaction; and (2)
TransMontaigne may be adversely affected by other economic, business,
and/or competitive factors. 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.