On July 9, 2018, TLP Acquisition Holdings, LLC, a subsidiary of ArcLight Energy Partners Fund, VI, L.P., delivered a non-binding offer to the conflicts committee of TransMontaigne Partners L.P.  to acquire all of the issued and outstanding publicly held Common Units of the Issuer that are not directly owned by TLP Acquisition in exchange for $38.00 in cash for each such Common Unit.

There can be no assurance that any discussions that may occur between TLP Acquisition and the Issuer with respect to the offer contained in the Offer Letter will result in the entry into a definitive agreement concerning a transaction or, if such a definitive agreement is reached, will result in the consummation of a transaction provided for in such definitive agreement. Entry into a definitive agreement concerning a transaction and the consummation of any such transaction is subject to a number of contingencies that are beyond the control of TLP Acquisition, including the satisfactory completion of due diligence, the approval of the conflicts committee of the board of directors of TransMontaigne GP L.L.C., the general partner of the Issuer, the approval by holders of a majority of the outstanding Common Units of the Issuer, and the satisfaction of any conditions to the consummation of a transaction set forth in any such definitive agreement.