SemGroup, L.P. announced today the pricing terms of its
tender offer and consent solicitation in connection with its merger
with TransMontaigne Inc. As announced on April 3, 2006, SemGroup's
cash tender offer is for the $200 million aggregate principal amount
of 9-1/8% Senior Subordinated Notes due 2010 of TransMontaigne Inc.
(the "Notes").
Pricing Terms
The total consideration for each $1,000 principal amount of Notes validly tendered and not withdrawn prior to the consent payment deadline of April 17, 2006, is $1,078.60. This amount includes a consent payment of $30.00 per $1,000 principal amount of Notes. The total consideration was determined by reference to a fixed spread of 50 basis points over the yield of the 3-1/2% U.S. Treasury Notes due May 31, 2007. It was calculated on May 5, 2006, at 2:00 p.m. EDT and is based on a settlement date of May 19, 2006. The reference yield and offer yield are 5.041% and 5.541%, respectively.
-- Holders whose Notes were validly tendered and not withdrawn on or before the consent payment deadline and were accepted for purchase by the Company will receive accrued and unpaid interest on the Notes up to, but not including, the settlement date for the offer. The settlement date is expected to be promptly after expiration.
-- Holders whose Notes are validly tendered after the consent payment deadline -- but on or prior to the expiration date which is May 18, 2006, at 5:00 p.m. EDT -- will receive the tender offer consideration of $1,048.60 per $1,000 principal amount of Notes tendered. These Holders also will receive accrued and unpaid interest on the Notes up to, but not including, the settlement date for the Offer.
-- Holders whose Notes are tendered after the consent payment deadline will not receive the consent payment.
If the offer is extended by three or more business days, a new price determination date will be established. The new price will be determined at 2:00 p.m. EDT on the tenth business day immediately preceding the Expiration Date. The purchase price for each note tendered pursuant to the offer at, or prior to the Expiration Date, will be determined based on the offer yield as of the new price determination date.
Offer Conditions
The offer is subject to the satisfaction or waiver of certain conditions, including the consummation of the Merger. The terms of the offer are described in the Offer to Purchase and Consent Solicitation Statement dated April 3, 2006. Copies may be obtained from Global Bondholder Services, the information agent for the offer, at 866-389-1500 (U.S. toll free) and 212-430-3774 (collect).
SemGroup, L.P. 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 (U.S. 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.
Pricing Terms
The total consideration for each $1,000 principal amount of Notes validly tendered and not withdrawn prior to the consent payment deadline of April 17, 2006, is $1,078.60. This amount includes a consent payment of $30.00 per $1,000 principal amount of Notes. The total consideration was determined by reference to a fixed spread of 50 basis points over the yield of the 3-1/2% U.S. Treasury Notes due May 31, 2007. It was calculated on May 5, 2006, at 2:00 p.m. EDT and is based on a settlement date of May 19, 2006. The reference yield and offer yield are 5.041% and 5.541%, respectively.
-- Holders whose Notes were validly tendered and not withdrawn on or before the consent payment deadline and were accepted for purchase by the Company will receive accrued and unpaid interest on the Notes up to, but not including, the settlement date for the offer. The settlement date is expected to be promptly after expiration.
-- Holders whose Notes are validly tendered after the consent payment deadline -- but on or prior to the expiration date which is May 18, 2006, at 5:00 p.m. EDT -- will receive the tender offer consideration of $1,048.60 per $1,000 principal amount of Notes tendered. These Holders also will receive accrued and unpaid interest on the Notes up to, but not including, the settlement date for the Offer.
-- Holders whose Notes are tendered after the consent payment deadline will not receive the consent payment.
If the offer is extended by three or more business days, a new price determination date will be established. The new price will be determined at 2:00 p.m. EDT on the tenth business day immediately preceding the Expiration Date. The purchase price for each note tendered pursuant to the offer at, or prior to the Expiration Date, will be determined based on the offer yield as of the new price determination date.
Offer Conditions
The offer is subject to the satisfaction or waiver of certain conditions, including the consummation of the Merger. The terms of the offer are described in the Offer to Purchase and Consent Solicitation Statement dated April 3, 2006. Copies may be obtained from Global Bondholder Services, the information agent for the offer, at 866-389-1500 (U.S. toll free) and 212-430-3774 (collect).
SemGroup, L.P. 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 (U.S. 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.