SemGroup, L.P.

April 03, 2006 18:40 ET

Tender Offer and Consent Solicitation Announced for TransMontaigne Inc.'s 9-1/8% Sr. Sub. Notes Due 2010

TULSA, Okla.--(CCNMatthews - Apr 3, 2006) -

SemGroup, L.P. ("SemGroup") announced today that, in connection with its previously announced merger (the "Merger") with TransMontaigne Inc. (the "Company"), TMG Acquisition Company, a wholly owned subsidiary of SemGroup, has commenced a cash tender offer and consent solicitation for any and 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).

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 on the price determination date of the 3-1/2% U.S. Treasury Notes due May 31, 2007. In order to receive the total consideration, holders are required to tender their Notes at or prior to 5:00 p.m., New York City time, on April 17, 2006, unless extended (the "Consent Date"). The price determination date will be April 18, 2006, unless extended.

In connection with the offer, SemGroup 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. 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.

The offer will expire at 11:59 p.m., New York City time, on May 4, 2006, unless extended or earlier terminated. Accrued and unpaid interest to but not including the settlement date, which will be promptly following the expiration date, will be paid on all Notes tendered and accepted. Tendered Notes may not be withdrawn after the Consent Date, except in limited circumstances.

The offer is subject to the satisfaction of certain conditions, including the consummation of the Merger and the receipt of consents of Holders representing a majority in principal amount of the outstanding Notes. The terms of the offer are described in the Offer to Purchase and Consent Solicitation Statement dated April 3, 2006, copies of which may be obtained from Global Bondholder Services, the information agent for the offer, at (866) 389-1500 (US toll free) and (212) 430-3774 (collect).

SemGroup has engaged Banc of America Securities LLC to act as the exclusive dealer manager and solicitation agent in connection with the offer. Questions regarding the offer may be directed to Banc of America Securities LLC, High Yield Special Products, at (888) 292-0070 (US toll-free) and (704) 388-4813 (collect).

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 April 3, 2006.

SemGroup, L.P. is a midstream service company providing the energy industry means to move products from the wellhead to the wholesale marketplace. It is ranked No. 9 on Forbes magazine's list of America's Largest Private Companies. For additional information, visit www.semgrouplp.com.

Contact Information

  • SemGroup, L.P.
    Michael Brochetti, 918-524-8357