4/A//SEC Filing
TRANSMONTAIGNE PRODUCT SERVICES INC 4/A
Accession 0001104659-05-026818
CIK 0001319229other
Filed
Jun 2, 8:00 PM ET
Accepted
Jun 3, 7:01 PM ET
Size
19.7 KB
Accession
0001104659-05-026818
Insider Transaction Report
Form 4/AAmended
TRANSMONTAIGNE INC
10% OwnerOther
Transactions
- Other
Subordinated Units representing limited partner interests
2005-05-27+2,872,266→ 2,872,266 total(indirect: See footnotes)→ Common Units (2,872,266 underlying) - Other
Common Units representing limited partner interests
2005-05-27$21.40/sh+622,500$13,321,500→ 622,500 total(indirect: See footnotes) - Other
Common Units representing limited partner interests
2005-05-27−120,000→ 502,500 total(indirect: See footnote)
TransMontaigne Services Inc.
10% OwnerOther
Transactions
- Other
Common Units representing limited partner interests
2005-05-27$21.40/sh+622,500$13,321,500→ 622,500 total(indirect: See footnotes) - Other
Common Units representing limited partner interests
2005-05-27−120,000→ 502,500 total(indirect: See footnote) - Other
Subordinated Units representing limited partner interests
2005-05-27+2,872,266→ 2,872,266 total(indirect: See footnotes)→ Common Units (2,872,266 underlying)
Transactions
- Other
Subordinated Units representing limited partner interests
2005-05-27+2,872,266→ 2,872,266 total(indirect: See footnotes)→ Common Units (2,872,266 underlying) - Other
Common Units representing limited partner interests
2005-05-27$21.40/sh+622,500$13,321,500→ 622,500 total(indirect: See footnotes) - Other
Common Units representing limited partner interests
2005-05-27−120,000→ 502,500 total(indirect: See footnote)
Transactions
- Other
Common Units representing limited partner interests
2005-05-27$21.40/sh+622,500$13,321,500→ 622,500 total(indirect: See footnotes) - Other
Common Units representing limited partner interests
2005-05-27−120,000→ 502,500 total(indirect: See footnote) - Other
Subordinated Units representing limited partner interests
2005-05-27+2,872,266→ 2,872,266 total(indirect: See footnotes)→ Common Units (2,872,266 underlying)
TransMontaigne GP L.L.C.
10% OwnerOther
Transactions
- Other
Subordinated Units representing limited partner interests
2005-05-27+2,872,266→ 2,872,266 total(indirect: See footnotes)→ Common Units (2,872,266 underlying) - Other
Common Units representing limited partner interests
2005-05-27$21.40/sh+622,500$13,321,500→ 622,500 total(indirect: See footnotes) - Other
Common Units representing limited partner interests
2005-05-27−120,000→ 502,500 total(indirect: See footnote)
Footnotes (5)
- [F1]At the closing of the Issuer's initial public offering of common units ("Common Units") representing limited partner interests (the "Offering"), each of TransMontaigne Product Services Inc. ("TPSI"), TransMontaigne Services Inc. ("TSI"), Coastal Fuels Marketing, Inc. ("Coastal Fuels") and TransMontaigne GP L.L.C. ("GP LLC") contributed certain assets to the Issuer and in exchange therefor (i) TPSI received an aggregate of 2,245,933 subordinated units ("Subordinated Units") representing limited partner interests in the Issuer, (ii) Coastal Fuels received an aggregate of 502,500 Common Units and 626,333 Subordinated Units, (iii) TSI received 120,000 Common Units, and (iv) GP LLC (a) continued its 2% general partner interest (which was converted at the closing to the form of 148,873 general partner units) and (b) received certain incentive distribution rights ("IDRs"), which represent the right to receive an increasing percentage of quarterly distributions, in the Issuer.
- [F2]GP LLC is sole general partner of (and holds a 2% interest in) Issuer and by virtue of its rights under Issuer's First Amended and Restated Agreement of Limited Partnership it may be deemed to control the securities of Issuer. GP LLC disclaims beneficial ownership of any Common Units or Subordinated Units representing limited partner interests in the Issuer other than those attributable to its general partner interest in the Issuer. TMG owns 100% of each of TPSI and TSI. TPSI owns 100% of Coastal Fuels. TSI is the sole member of GP LLC.
- [F3]At the closing of the Offering, TPSI's 98% limited partner interest was reduced to 46.9% (taking into account the limited partner interests held by affiliates of TPSI) as a result of the dilutive effect of the Offering. As of the closing of the Offering (i) TMG and TPSI are indirect beneficial owners of the Subordinated Units held by Coastal Fuels, (ii) TMG is the indirect beneficial owner of the Subordinated Units held by TPSI, (iii) TMG is the indirect owner of Common Units held by TSI, and (iv) TMG and TSI are the indirect beneficial owners of the IDRs and general partner interests held by GP LLC.
- [F4]These Common Units represent restricted Units granted on May 25, 2005 and May 27, 2005 to certain officers and directors who perform services for the Issuer pursuant to the TransMontaigne Services Inc. Long-Term Incentive Plan.
- [F5]Each Subordinated Unit will convert into one Common Unit at the end of the subordination period, which will end once the Issuer meets certain financial tests, but not before June 30, 2008. These financial tests require the Issuer to have earned and paid the minimum quarterly distribution and arrearages (if any) on all of its outstanding units for any three consecutive four quarter periods.
Documents
Issuer
TransMontaigne Partners L.P.
CIK 0001319229
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001251417
Filing Metadata
- Form type
- 4/A
- Filed
- Jun 2, 8:00 PM ET
- Accepted
- Jun 3, 7:01 PM ET
- Size
- 19.7 KB