TransMontaigne accepts tenders for nearly all 9 1/8% notes as merger closes

By Laura Lutz

Des Moines, Sept. 1 - TransMontaigne Inc. accepted tenders for 99.995% of its outstanding 9 1/8% senior subordinated notes due 2010 as it concluded its previously announced tender offer on Friday.

The tender offer was concluded in conjunction with TransMontaigne's acquisition by Morgan Stanley Capital Group Inc.

Tenders were submitted for $199.99 million of the $200 million notes that had been outstanding.

The company will pay $1,068.46 per $1,000 principal amount, plus accrued interest, for the notes. That amount includes a $30 consent payment.

Notes that were tendered after the consent deadline will not receive the consent payment.

The price is based on the 3.5% Treasury due May 31, 2007 and 50 basis points at 2 p.m. ET on Aug. 18.

As previously reported, the company had received tenders and consents for $198.505 million, or 99.25%, of the $200 million outstanding notes by Aug. 4.

Those consents allowed the company to amend the notes to eliminate the restrictive covenants and some events of default.

The tender offer was extended by two hours on Friday, to end at 10 a.m. ET on Sept. 1. The expiration, which was originally set for Aug. 17, was first extended on Aug. 7.

On June 22, the company said it would redeem or defease its 9 1/8% series B senior subordinated notes, or amend the securities to allow them to remain outstanding, as part of its acquisition by Morgan Stanley Capital.

On June 20, SemGroup, LP said it ended its tender offer for TransMontaigne's 9 1/8% notes after previously announcing it had dropped out of the bidding for TransMontaigne.

Global Bondholder Services is the information agent (866 795-2200 or call collect 212 430-3774). Morgan Stanley & Co. Inc. is the dealer manager and solicitation agent (800 624-1808 or call collect 212 761-5746).

Separately, under the terms of the merger agreement, each outstanding share of TransMontaigne's common stock was converted into the right to receive $11.35 in cash, without interest.

TransMontaigne is a Denver-based refined petroleum products terminaling and pipeline company.

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