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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

 

September 21, 2023

Date of Report (Date of earliest event reported)

 

TRANSMONTAIGNE PARTNERS LLC

 

(Exact name of registrant as specified in its charter)

 

Delaware 001-32505 34-2037221
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

  

1670 Broadway, Suite 3100
Denver, Colorado
  80202
(Address of principal executive offices)   (Zip Code)

  

Registrant’s telephone number, including area code (303) 626-8200

 

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
         

As of September 21, 2023, the registrant has no common units outstanding.

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

  

 

 

 

Section 5 — Corporate Governance and Management

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

TransMontaigne Partners LLC (“TLP”) announced today that on September 14, 2023, Frederick W. Boutin notified TLP Acquisition Holdings, LLC (“TLP Acquisition”), the indirect 100% owner of TLP, of his intention to retire from his position as Chief Executive Officer of TLP, and its other subsidiaries, effective as of October 1, 2023. Effective upon his retirement as Chief Executive Officer of TLP, Mr. Boutin will become the Executive Chairman of the Board of Directors of TLP Acquisition. Mr. Boutin has been the Chief Executive Officer of TLP since 2014.

 

On September 18, 2023, TLP Acquisition appointed Randal T. Maffett (63) as Chief Executive Officer of TLP effective October 1, 2023. Mr. Maffett served as Chief Commercial Officer of Kinder Morgan Terminals from 2014 to 2019, as Senior Vice President, Corporate Development of CVR Energy, Inc. from 2011 to 2014 and in other roles in the energy industry dating back to 1979. Mr. Maffett holds a B.S. in Petroleum Engineering from Louisiana State University.

 

Item 7.01.Regulation FD Disclosure.

 

A copy of the press release announcing Mr. Boutin’s retirement and Mr. Maffett’s appointment is attached as Exhibit 99.1 hereto. The information contained in this Item 7.01 and Exhibit 99.1 to this report shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that Section, unless the Company specifically incorporates the information by reference in a document filed under the Securities Act of 1933 or the Securities Exchange Act of 1934.

 

Section 9 — Financial Statements and Exhibits

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

99.1Press Release, dated September 21, 2023, announcing retirement of Frederick W. Boutin as CEO and appointment of Randal T. Maffett as CEO of TransMontaigne Partners LLC.
   
104Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101).

  

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

    AVERY DENNISON CORPORATION
   
Date: September 21, 2023 By: /s/ Matthew
    Name: Matthew B. White
    Title: Executive Vice President, Secretary and General Counsel

 

 

 

 

Exhibit 99.1

 

  TransMontaigne Partners LLC  

 

Contact:

 

Frederick W. Boutin, CEO 

Robert W. Fuller, CFO 

Matthew White, General Counsel 

303-626-8200

 

TransMontaigne Appoints Randal Maffett as Chief Executive Officer

 

Fred Boutin to Transition to Executive Chairman of the Board

 

DENVER - September 21, 2023 TransMontaigne Partners LLC (“TransMontaigne” or the “Company”), a leading provider of terminaling, storage, transportation and related services to the energy industry, today announced that Randal “Randy” Maffett has been appointed Chief Executive Officer of the Company, effective October 1, 2023. Fred Boutin, who has served as CEO of TransMontaigne since 2014, will become Executive Chairman of the Board of Managers (the “Board”) of TLP Acquisition Holdings, LLC.

 

“TransMontaigne’s strategic asset footprint will enable the Company to continue to grow with its customers, including to support energy transition related projects. Mr. Maffett’s longstanding track record, and alignment with our long-term objectives, makes him an ideal choice to lead this transformation,” said Angelo Acconcia, a Board member and a partner at ArcLight Capital Partners, LLC, which invested in the business in 2016. “We are grateful for Fred’s significant contributions to TransMontaigne over the years. Under his leadership, the Company has experienced significant growth while maintaining exemplary health and safety credentials and providing superb reliability to customers.”

 

Prior to joining TransMontaigne, Mr. Maffett served as Chief Commercial Officer of Kinder Morgan Terminals from 2014 to 2019, Senior Vice President, Corporate Development of CVR Energy, Inc. from 2011 to 2014, and in other roles in the energy industry dating back to 1979.

 

“I am honored by the opportunity to serve as TransMontaigne’s next CEO. The Company’s 54 state-of-the-art terminals are ideally situated to meet our customers’ evolving demand requirements. As the use of renewable fuels becomes more common, our terminals are primed to take on the logistical needs of bulk liquid suppliers across the United States,” said Mr. Maffett. “I look forward to working with the leadership team to continue to create superior value for all our stakeholders and employees.”

 

Mr. Boutin guided TransMontaigne through a period of progressive transformation, including the privatization of TransMontaigne Partners LP in 2019, the acquisition of two large terminals in Northern California in 2019 and the acquisition of a significant terminaling and pipeline presence in the Pacific Northwest in 2021.

 

“It has been a privilege to lead TransMontaigne for the last nine years,” said Mr. Boutin. “I could not be more pleased that Randy will be the next CEO. He has a proven track record in our industry and is the right leader to ensure TransMontaigne’s continued success.”

 

# # #

 

About TransMontaigne

 

TransMontaigne Partners LLC is an integrated terminaling, storage, transportation and related services company based in Denver, Colorado with operations in the United States along the Gulf Coast, in the Midwest, in Houston and Brownsville, Texas, along the Mississippi and Ohio rivers, in the Southeast, in the Pacific Northwest and along the West Coast.  TransMontaigne provides integrated terminaling, storage, transportation and related services for customers engaged in the distribution and marketing of bulk liquids.  TransMontaigne is controlled by its member, TLP Finance Holdings, LLC, which is an indirect wholly owned subsidiary of ArcLight Energy Partners Fund VI, L.P.  News and additional information about TransMontaigne Partners LLC is available at www.transmontaignepartners.com.

  

 

 

 About ArcLight

 

ArcLight Capital Partners, LLC is an experienced, middle-market, value add infrastructure investment firm. Founded in 2001, ArcLight helped establish infrastructure as an asset class by pioneering an asset-based private equity approach to investing in infrastructure and has since built an experienced and successful investment platform. Based in Boston, ArcLight's investment team employs a value-added, operationally intensive investment approach that benefits from its dedicated in-house technical, operational, and commercial specialists and partners, as well as the firm's approximately 1,900-person asset management operational partner. More information about ArcLight can be found at www.arclight.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, including, without limitation our projections on renewables demand. 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. Therefore, you should not rely on any of these forward-looking statements. Important factors that could cause actual results to differ materially from the company’s expectations and may adversely affect its business and results of operations are disclosed in “Item 1A. Risk Factors” in the company’s Annual Report on Form 10-K for the year ended December 31, 2022, filed with the Securities and Exchange Commission on March 10,2023. Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

 

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