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

Date of Report (Date of earliest event reported): August 4, 2017

TRANSMONTAIGNE PARTNERS L.P.

(Exact name of registrant as specified in its charter)

1670 Broadway, Suite 3100, Denver, CO 80202

(Address of principal executive offices)

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

Not Applicable

(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):

o            Written Communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in 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 o

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.  o

Item 1.01 Entry into a Material Definitive Agreement.

On August 4, 2017 TransMontaigne Partners L.P. (“TLP”) entered into a Right of First Offer Agreement (the “ROFO Agreement”) with Pike West Coast Holdings, LLC (“Pike”), a subsidiary of [ArcLight Energy Partners Fund VI, L.P.] (“ArcLight”).  Pike owns 100% of the outstanding membership interests (the “Membership Interests”) of SeaPort Midstream Holdings, LLC (“SMH”) and SMH owns an equity interest in SeaPort Midstream Partners, LLC (“SMP”).  TLP is controlled by its general partner, TransMontaigne GP L.L.C., which is a wholly-owned indirect subsidiary of ArcLight.

SMH previously signed definitive agreements with BP West Coast Products LLC (“BP”) as a result of which they will form SMP, a joint venture between SMH and BP across refined product logistics infrastructure assets in the US Pacific Northwest; including as of the date hereof, the acquisition of two refined product terminals in Seattle, Washington and Portland, Oregon.  The transaction is expected to close in late 2017, subject to customary approvals.  TLP Management Services, LLC an ArcLight subsidiary, will operate the terminals under a multi-year operating agreement.

Pursuant to the ROFO Agreement and in exchange for $100 and other good and valuable consideration, Pike granted TLP a right of first offer to acquire the Membership Interests, subject to the closing of the joint venture transaction between SMH and BP.   In the event that Pike intends to sell, assign, transfer or convey, by merger, consolidation or otherwise, all or any portion of the Membership Interests to any third party, then Pike shall give written notice thereof to TLP. For a period of 30 days after delivery of such notice to TLP, TLP shall have the right, but not the obligation, to submit a written offer to purchase the subject Membership Interests.  In the event that Pike elects to accept TLP’s purchase offer, then Pike shall be bound to transfer to TLP, and TLP shall be bound to purchase from Pike, the subject Membership Interests on the terms and conditions set forth in TLP’s offer notice, with such modifications as may be mutually agreed upon by TLP and Pike.  In the event that either (i) an offer is made and Pike rejects such offer or (ii) no offer is made by TLP within the 30-day period, then for a 120-day period after the date on which Pike rejects the TLP offer or the first date after the last day on which TLP was permitted to make an offer, as applicable, Pike may solicit an offer to purchase the subject Membership Interests from one or more third parties as Pike may determine in its discretion, subject to the terms and conditions in the ROFO Agreement.

The ROFO Agreement will automatically terminate without action by either party if the SMP joint venture transaction is terminated in accordance with its terms prior to closing.  TLP’s rights under the ROFO Agreement shall expire on the fourth anniversary of the closing of the SMP joint venture transaction.  In addition, Pike shall have the right, but not the obligation, to terminate the ROFO Agreement upon written notice to TLP at any time after TLP ceases to be controlled by ArcLight Capital Partners, LLC.

The description of the ROFO Agreement does not purport to be complete and is qualified in its entirety by reference to the ROFO Agreement filed as Exhibit 10.1 to this report, and incorporated herein by reference.

Item 9.01.  Financial Statements and Exhibits.

(d)                                 Exhibits.

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SIGNATURE

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

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