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Exhibit (c)(12)

Project Trans Am Discussion Materials August 2018

 

Disclaimer The following pages contain material that was provided to ArcLight Capital Partners, LLC (“ArcLight”) in connection with a potential acquisition of TransMontaigne Partners LP (the “Company”) by Barclays Capital Inc. (“Barclays”). The accompanying material and any Barclays presentation related to the material was compiled or prepared on a confidential basis solely for consideration by ArcLight and no part of it may be reproduced, distributed or transmitted without the prior written consent of Barclays. The information contained in this material was obtained from the Company, ArcLight and/or publicly available sources, and Barclays has relied upon such information without independent verification thereof and does not assume any liability for any such information. These materials are being provided in connection with an actual engagement and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Barclays. Any estimates, historical financial information, projections and other information contained herein have been prepared by management of the Company and/or ArcLight or were obtained from publicly available sources or are based upon such estimates and projections. With respect to such estimates and projections, Barclays has assumed that they have been reasonably prepared on a basis reflecting the best currently available estimates, projections and judgment of the management of the Company and/or ArcLight. The projections contained herein may or may not be achieved and differences between projected results and those actually achieved may be material. No representation or warranty, expressed or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a promise or representation, whether as to the past or the future. The analysis contained herein is based on current market conditions which are subject to change and Barclays assumes no obligation to update or otherwise revise these materials. Nothing in these materials shall be deemed to constitute investment, legal, tax, financial, accounting or other advice. Because these materials were prepared for use in the context of a presentation to ArcLight, these materials are incomplete without reference to, and should be assessed solely in conjunction with, the oral briefing provided by Barclays. These materials are not intended to provide the sole basis for evaluation of the proposed transaction and do not purport to contain all information that may be required and should not be considered a recommendation with respect to the proposed transaction. Barclays has not made or obtained any evaluations or appraisals of the assets or liabilities of ArcLight or any other party to any transaction or any of their respective affiliates and has no obligation to evaluate the solvency of ArcLight or any other party to any transaction under any state or federal laws relating to bankruptcy, insolvency or similar matters. The analyses contained herein do not purport to be appraisals nor do they necessarily reflect the prices at which businesses or securities actually may be sold or purchased. Barclays’ role in any due diligence review is limited solely to performing such a review as it shall deem necessary to support its own advice and analysis and shall not be on behalf of ArcLight. Barclays, its subsidiaries and affiliates engage in a wide range of businesses from investment and commercial banking, lending, asset management and other financial and non-financial services. In the ordinary course of its business, Barclays and its affiliates may actively trade and effect transactions in the equity, debt and/or other securities (and any derivatives thereof) and financial instruments (including loans and other obligations) of ArcLight and the counterparty (or their respective affiliates) for its own account and for the accounts of its customers and, accordingly, may at any time hold long or short positions and investments in such securities and financial instruments. These materials do not constitute nor do they form part of an offer to sell or purchase, or the solicitation of an offer to sell or purchase, any securities or any of the businesses or assets described herein or an offer of financing or an offer or recommendation to enter into any transaction described herein. Barclays Capital Inc. is the United States investment bank of Barclays Bank PLC. Barclays Bank PLC is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and the Prudential Regulation Authority (Financial Services Register No. 122702). Registered in England. Registered No. 1026167. Registered office: 1 Churchill Place, London E14 5HP. Copyright Barclays Bank PLC, 2018 (all rights reserved). 1

 

Trans Am Price Performance AMZ: 1.7% AMZ: 1.6% AMZ: 1.0% TLP: (1.3%) TLP: (2.5%) AMZ: (3.3%) TLP: (4.9%) TLP: (5.6%) TLP Price Performance Since the 7/9/18 Undisturbed Price TLP Unit Price TLP % Price Change From Previous Close AMZ % Price Change From Previous Close TLP Premium to 7/9/18 AMZ Cum. Change Since 7/9/18 Tier I Comps Cum. Change Since 7/9/18 (1) Initial Offer (7/10/18) Premium to 7/10/18 Offer Date 7/9/2018 $36.11 - - - - - - - 7/11/2018 $38.20 (0.8%) (0.8%) 5.8% (0.8%) (0.4%) $38.00 0.5% 7/13/2018 $39.03 (0.5%) 0.3% 8.1% 0.5% 1.0% $38.00 2.7% 7/17/2018 $38.88 0.6% (0.6%) 7.7% (0.5%) (0.7%) $38.00 2.3% 7/19/2018 $39.95 0.9% 2.5% 10.6% 3.5% 0.1% $38.00 5.1% 7/23/2018 $40.00 0.6% 0.5% 10.8% 2.9% 0.6% $38.00 5.3% 7/25/2018 $40.30 0.1% 1.6% 11.6% 5.0% 2.2% $38.00 6.1% 7/27/2018 $39.73 (0.9%) (2.1%) 10.0% 3.9% 1.6% $38.00 4.6% 7/31/2018 $39.03 (0.8%) 0.5% 8.1% 5.4% 3.6% $38.00 2.7% 8/2/2018 $39.85 (0.1%) 2.3% 10.4% 8.2% 3.5% $38.00 4.9% Source: FactSet. Note: Graphs reflect 5, 10, 20 and 30 trading days. 1. Tier I comparable companies include MMP, BPL, PBFX, GLP, SRLP, MMLP, BKEP and USDP. 2 8/3/2018 $39.35 (1.3%) (0.2%) 9.0% 8.0% 3.9% $38.00 3.6% 8/1/2018 $39.88 2.2% 0.4% 10.4% 5.8% 3.9% $38.00 4.9% 7/30/2018 $39.34 (1.0%) 0.9% 8.9% 4.8% 2.9% $38.00 3.5% 7/26/2018 $40.10 (0.5%) 1.1% 11.0% 6.2% 3.2% $38.00 5.5% 7/24/2018 $40.25 0.6% 0.4% 11.5% 3.4% 0.8% $38.00 5.9% 7/20/2018 $39.77 (0.5%) (1.1%) 10.1% 2.4% 0.3% $38.00 4.7% 7/18/2018 $39.61 1.9% 1.5% 9.7% 1.0% (1.1%) $38.00 4.2% 7/16/2018 $38.65 (1.0%) (0.3%) 7.0% 0.1% 0.0% $38.00 1.7% 7/12/2018 $39.23 2.7% 1.0% 8.6% 0.2% 0.5% $38.00 3.2% 7/10/2018 $38.49 6.6% 0.0% 6.6% 0.0% 0.2% $38.00 1.3% Price Performance Tracker TLP vs. AMZ (5-Day) TLP vs. AMZ (10-Day) TLP vs. AMZ (20-Day) TLP vs. AMZ (30-Day)

 

Trans Am Implied Premiums Source: FactSet. Note: VWAPs as of the 7/9/18 undisturbed price date. 3 Period TLP Undisturbed Unit Price (7/9/2018) TLP Current Unit Price (8/3/2018) 5-Trading Day VWAP Value Initial Offer (7/10/18) Premium / (Discount) to Unit Price $39.00$40.00$41.00$42.00$43.00$44.00$45.00$46.00 8.0%10.8%13.5%16.3%19.1%21.8%24.6%27.4% (0.9%)1.7%4.2% 6.7% 9.3%11.8%14.4%16.9% Premium / (Discount) to VWAPs $38.00 $36.11 $39.35 $36.61 5.2% (3.4%) 3.8% 6.5%9.3%12.0%14.7%17.5%20.2%22.9%25.6% 10-Trading Day VWAP$36.81 3.2% 5.9%8.7%11.4%14.1%16.8%19.5%22.2%25.0% 20-Trading Day VWAP$37.52 1.3% 3.9%6.6%9.3%11.9%14.6%17.3%19.9%22.6% 30-Trading Day VWAP$37.75 0.7% 3.3%6.0%8.6%11.3%13.9%16.6%19.2%21.9% 2-Month VWAP$37.70 0.8% 3.5%6.1%8.8%11.4%14.1%16.7%19.4%22.0% 3-Month VWAP$37.86 0.4% 3.0%5.6%8.3%10.9%13.6%16.2%18.8%21.5% 6-Month VWAP$38.04 (0.1%) 2.5%5.2%7.8%10.4%13.0%15.7%18.3%20.9% 1-Year VWAP$40.22 (5.5%) (3.0%)(0.6%)1.9%4.4%6.9%9.4%11.9%14.4% Implied Premium / (Discount) to TLP’s Unit Price

 

Trans Am Historical Premiums Paid Analysis Announce Date Total Transaction Value ($mm) Premiums Paid To Closing Price: Acquiror Target Consideration Mix 1-Day 5-Day 30-Day Max 27.9% 27.7% 52.4% Max 31.6% 35.8% 52.4% Source: Company / Partnership filings, press releases and FactSet. Note: Transactions below dashed line per Evercore / WPT Presentation (6/1/2017), as filed in WPT filing dated 6/2/2017. Highlighted transactions reflect MLP buy-ins. Premiums based on undisturbed closing price to be consistent with Evercore methodology. 1-Day and 5-Day prices based on business days; 30-Day prices based on calendar days. 4 All MLP Mergers Median 12.0% 10.8% 10.6% Mean 11.6% 11.2% 12.6% Min (8.6%) (17.7%) (10.0%) MLP Buy-Ins Median 11.2% 10.6% 11.4% Mean 10.4% 10.2% 12.4% Min (8.6%) (17.7%) (10.0%) 8/1/2018 Energy Transfer Equity, L.P. 6/19/2018 Cheniere Energy, Inc. 5/17/2018 Enbridge 5/17/2018 Enbridge 5/17/2018 Enbridge 5/17/2018 Enbridge 5/17/2018 Williams 3/26/2018 Tallgrass 2/8/2018 NuStar Energy LP 1/2/2018 Archrock 11/8/2017 Delek Energy Transfer Partners, L.P. $60,345 Unit-for-Unit 11.2% 11.6% 23.5% Cheniere Partners Holdings $1,243 Stock-for-Unit 12.9% 10.3% 10.7% Enbridge Energy Partners $2,174 Stock-for-Unit 0.0% 8.1% (5.6%) Spectra Energy Partners $2,728 Stock-for-Unit 0.0% (0.3%) (6.2%) Enbridge Energy Mgmt. $749 Stock-for-Unit 0.0% 5.7% (5.3%) Enbridge Income Fund $3,216 Stock-for-Unit 5.2% (17.7%) 1.7% Williams Partners $10,500 Stock-for-Unit 6.4% 10.5% 12.1% Tallgrass Energy Partners $4,000 Stock-for-Unit 0.6% (5.9%) (10.0%) NuStar GP Holdings $780 Unit-for-Unit 1.7% (4.8%) 6.4% Archrock Partners $1,381 Stock-for-Unit 23.4% 24.7% 25.9% Alon Partners $160 Stock-for-Unit 2.0% 4.3%19.1% 8/29/2017 Zenith 8/14/2017 Andeavor Logistics ARCX $657 Cash 15.2% 16.7% 6.8% Western Refining Logistics $1,754 Unit-for-Unit 6.4% 0.7% (2.6%) 6/2/2017 World Point Terminals, Inc. World Point Terminals, LP $157 Cash 5.8% 6.8% 3.2% 5/18/2017 Energy Transfer Partners, L.P. 3/3/2017 VTTI B.V. 2/1/2017 ONEOK, Inc. 1/26/2017 Enbridge Energy Co, Inc. PennTex Midstream Partners, LP $327 Cash 18.0% 22.0% 16.3% VTTI Energy Partners LP $822 Cash 6.0% 4.8% 12.7% ONEOK Partners, L.P. $17,116 Stock-for-Unit 25.8% 22.2% 23.1% Midcoast Energy Partners, L.P. $641 Cash (8.6%) (1.8%) 10.3% 10/24/2016 American Midstream Partners, LP JP Energy Partners LP $452 Unit-for-Unit 14.5% 13.7% 10.5% 9/26/2016 TransCanada Corporation 8/1/2016 Transocean Ltd. 5/31/2016 SemGroup Corporation 11/3/2015 Targa Resources Corp. 10/26/2015 Western Refining, Inc. Columbia Pipeline Partners LP $2,287 Cash 11.1% 15.0% 25.6% Transocean Partners LLC $1,605 Stock-for-Unit 15.0% 10.9% 1.0% Rose Rock Midstream, L.P. $1,647 Stock-for-Unit 0.0% 0.9% 52.4% Targa Resources Partners LP $7,216 Stock-for-Unit 18.4% 23.1% 14.9% Northern Tier Energy LP $2,746 Cash/Stock-for-Unit 14.0% 11.9% 12.7% 7/13/2015 MPLX LP MarkWest Energy Partners, L.P. $19,956 Unit-for-Unit 31.6% 35.8% 29.8% 5/13/2015 The Williams Companies, Inc. 5/6/2015 Crestwood Equity Partners LP Williams Partners L.P. $54,142 Stock-for-Unit 17.9% 17.1% 13.5% Crestwood Midstream Partners LP $6,251 Unit-for-Unit 17.2% 17.4% 27.6% 1/26/2015 Energy Transfer Partners, L.P. 10/27/2014 Access Midstream Partners LP 10/13/2014 Targa Resource Partners LP 10/1/2014 Enterprise Products Partners L.P. Regency Energy Partners LP $17,956 Unit-for-Unit 13.2% 16.4% 10.6% Williams Partners L.P. $37,007 Unit-for -Unit 6.5% 6.6% 8.4% Atlas Pipeline Partners, L.P. $5,909 Unit-for-Unit 15.0% 7.8% 3.0% Oiltanking Partners L.P. 6.051.0 Unit-for-Unit 5.6% 4.6% 6.8% 8/10/2014 Kinder Morgan, Inc. 8/10/2014 Kinder Morgan, Inc. Kinder Morgan Energy Partners, L.P. $58,551 Stock-for-Unit 12.0% 10.8% 10.7% El Paso Pipeline Partners, L.P. $10,022 Stock-for-Unit 15.4% 13.8% 7.3% 10/10/2013 Regency Energy Partners LP PVR Partners, L.P. $5,664 Unit-for-Unit 25.6% 25.2% 23.7% 8/27/2013 Plains All American Pipeline, L.P. 5/7/2013 Pioneer Natural Resources Company PAA Natural Gas Storage L.P. $2,272 Unit-for-Unit 8.5% 8.7% 7.2% Pioneer Southwest Energy Partners L.P. $1,086 Stock-for -Unit 23.0% 27.5% 9.6% 5/6/2013 lnergy Midstream L.P. 1/29/2013 Kinder Morgan Energy Partners, L.P. Crestwood Midstream Partners LP $2,402 Unit-for-Unit 4.6% 1.7% 8.1% Copano Energy, L.L.C. $4,724 Unit-for-Unit 21.8% 21.7% 36.7% 2/23/2011 Enterprise Products Partners L.P. Duncan Energy Partners L.P. $3,303 Unit-for-Unit 27.9% 27.7% 27.4% Selected Historical MLP Merger and Buy-in Premiums

 

Implied TLP Prices Versus a Range of Premiums TLP Price $42.00 $41.00 $40.78 $40.00 $39.00 $38.00 $37.00 $36.00 Mean: Median: Source: Company / Partnership filings, FactSet. Note: Premiums based on undisturbed closing price to be consistent with Evercore methodology. 1-Day and 5-Day prices based on business days; 30-Day prices based on calendar days. Prices reflect premiums to TLP undisturbed price of $36.11, as of 7/9/18. Mean and median premiums reflect selected precedent MLP buy-ins since 2011. 1. Per Evercore / WPT Presentation (6/1/2017), as filed in WPT filing dated 6/2/2017. 5 Last 5 MLP Deals $41.60 $41.09 $40.14 $40.16 $39.86 $38.43 $36.72 $36.34 ETE /LNG /WMB /TEGP /NS / ETP CNQ WPZ TEP NSH 11.2%12.9%6.4%0.6%1.7% Evercore WPT Analysis(1) Mean:Median: 13.8%15.2% Barclays Analysis 10.4%11.2% Implied TLP Prices Based on Precedent 1-Day Premiums

 

Trans Am Purchase Price Ratio Comparison Source: Company filings, press releases and FactSet. Projections provided by the Company or ArcLight. 1. 2. 3. 4. Initial offer price of $38.00 per unit and unit counts per the Schedule 13D filed on 7/10/18. Total unit count as of 4/30/2018. GP equity value in Barclays methodology based on ArcLight’s purchase price of TLP’s GP from NGL. Evercore methodology assumes GP units are equivalent in value to LP units. EBITDA and DCF yield adjusted for Omnibus Agreement represents the implied multiples assuming fully-consolidated TMS costs which are currently not included in TLP’s cash flows. 6 ($ in millions, except per unit data) Undisturbed Price (7/9/18) TLP Unit Price: $36.11 Units (2) % LP: Public LP Equity Value 13.1 80.5% $471.4 TLP Equity Holdings, LLC LP Equity Value 2.4 14.6% 85.5 Total LP Equity Purchase Price $556.9 TLP Acquisition LP Equity Value 0.8 4.9% 28.9 Total LP Equity Value 16.2 100.0% $585.8 Initial Offer (1) (7/10/18) $38.00 $40.00 $42.00 $44.00 $46.00 $496.1 $522.2 $548.3 $574.4 $600.6 89.9 94.7 99.4 104.1 108.9 $586.0 $616.9 $647.7 $678.6 $709.4 30.4 32.0 33.6 35.2 36.8 $616.4 $648.9 $681.3 $713.8 $746.2 Initial Offer (1) (7/10/18) $38.00 $40.00 $42.00 $44.00 $46.00 Units (2) 13.1 $496.1 $522.2 $548.3 $574.4 $600.6 2.4 89.9 94.7 99.4 104.1 108.9 $586.0 $616.9 $647.7 $678.6 $709.4 0.8 30.4 32.0 33.6 35.2 36.8 16.2 $616.4 $648.9 $681.3 $713.8 $746.2 GP Equity Value (3) $350.0 $350.0 $350.0 $350.0 $350.0 $350.0 0.3 $12.6 $13.2 $13.9 $14.5 $15.2 $590.2 $590.2 $590.2 $590.2 $590.2 (0.9) (0.9) (0.9) (0.9) (0.9) $589.3 $589.3 $589.3 $589.3 $589.3 Total TLP Equity Value $935.8 $629.0 $662.1 $695.2 $728.3 $761.4 MLP Total Debt $590.2 MLP Cash (0.9) TLP Net Debt $589.3 Enterprise Value as a Multiple of: TLP Data $590.2 $590.2 $590.2 $590.2 $590.2 (0.9) (0.9) (0.9) (0.9) (0.9) $589.3 $589.3 $589.3 $589.3 $589.3 TLP Data EBITDA: 2018E $137.6 11.1x 11.3x 11.5x 11.8x 12.0x 12.3x $137.6 8.9x 9.1x 9.3x 9.6x 9.8x 2019E 2020E 2021E 146.7 10.4x 151.3 10.1x 153.5 9.9x 10.6x 10.8x 11.0x 11.3x 11.5x 10.3x 10.5x 10.7x 10.9x 11.1x 10.1x 10.3x 10.6x 10.8x 11.0x 146.7 8.3x 8.5x 8.8x 9.0x 9.2x 151.3 8.1x 8.3x 8.5x 8.7x 8.9x 153.5 7.9x 8.2x 8.4x 8.6x 8.8x EBITDA (Adj. for Omnibus Agreement) (4) 2018E $123.7 12.3x 12.6x 12.8x 13.1x 13.4x 13.6x $123.7 9.8x 10.1x 10.4x 10.7x 10.9x 2019E 2020E 2021E MLP Statistics: Distribution Yield: LQA 2018E 2019E 135.3 11.3x 141.3 10.8x 144.9 10.5x $3.18 8.81% 3.20 8.86% 3.36 9.30% 11.5x 11.7x 12.0x 12.2x 12.5x 11.0x 11.2x 11.5x 11.7x 11.9x 10.7x 11.0x 11.2x 11.4x 11.6x 8.37% 7.95% 7.57% 7.23% 6.91% 8.42% 8.00% 7.62% 7.27% 6.96% 8.84% 8.40% 8.00% 7.64% 7.30% 135.3 9.0x 9.2x 9.5x 9.7x 10.0x 141.3 8.6x 8.9x 9.1x 9.3x 9.6x 144.9 8.4x 8.6x 8.9x 9.1x 9.3x $3.18 8.37% 7.95% 7.57% 7.23% 6.91% 3.20 8.42% 8.00% 7.62% 7.27% 6.96% 3.36 8.84% 8.40% 8.00% 7.64% 7.30% DCF Yield: 2018E $3.81 10.56% 10.04% 9.54% 9.08% 8.67% 8.29% $3.81 10.04% 9.54% 9.08% 8.67% 8.29% 2019E 3.82 10.58% 10.06% 9.55% 9.10% 8.69% 8.31% 3.82 10.06% 9.55% 9.10% 8.69% 8.31% DCF Yield (Adj. for Omnibus Agreement) (4) 2018E $3.39 9.38% 8.91% 8.47% 8.06% 7.70% 7.36% $3.39 8.91% 8.47% 8.06% 7.70% 7.36% 2019E 3.47 9.61% 9.14% 8.68% 8.27% 7.89% 7.55% 3.47 9.14% 8.68% 8.27% 7.89% 7.55% $1,218.3 $1,251.4 $1,284.5 $1,317.6 $1,350.7 $1,555.7 $1,588.1 $1,620.6 $1,653.0 $1,685.5 Total TLP Enterprise Value $1,525.0 $966.4 $998.9 $1,031.3 $1,063.8 $1,096.2 Barclays Methodology Evercore Methodology Purchase Price Ratio Analysis

 

Trans Am Purchase Price Ratio Comparison (Cont’d) Source: Company filings, press releases and FactSet. Projections provided by the Company or ArcLight. 1. 2. 3. 4. 5. LP Attributable Methodology calculated as Net Debt and EBITDA attributable to the LPs by multiplying each figure by (1 – GP % of DCF) in each respective year. Net Debt adjusted by ‘18E GP DCF take. Initial offer price of $38.00 per unit and unit counts per the Schedule 13D filed on 7/10/18. Total unit count as of 4/30/2018. GP equity value for Cash Flow Parity method calculates the number of LP units that would need to be issued in order for the GP to achieve cash flow parity in the form of LP distributions. Based on LQA distributions. EBITDA and DCF yield adjusted for Omnibus Agreement represents the implied multiples assuming fully-consolidated TMS costs which are currently not included in TLP’s cash flows. 7 ($ in millions, except per unit data)Undisturbed Price (7/9/18) TLP Unit Price:$36.11 Units (2) % LP: Public LP Equity Value13.180.5%$471.4 TLP Equity Holdings, LLC LP Equity Value2.414.6%85.5 Total LP Equity Purchase Price$556.9 TLP Acquisition LP Equity Value0.84.9%28.9 Total LP Equity Value16.2100.0%$585.8 Initial Offer (2) (7/10/18) $38.00$40.00$42.00$44.00$46.00 Units (3) 13.1$496.1$522.2$548.3$574.4$600.6 2.489.994.799.4104.1108.9 $586.0$616.9$647.7$678.6$709.4 0.830.432.033.635.236.8 16.2$616.4$648.9$681.3$713.8$746.2 Initial Offer (2) (7/10/18) $38.00$40.00$42.00$44.00$46.00 Units (3) 13.1$496.1$522.2$548.3$574.4$600.6 2.489.994.799.4104.1108.9 $586.0$616.9$647.7$678.6$709.4 0.830.432.033.635.236.8 16.2$616.4$648.9$681.3$713.8$746.2 GP Equity Value (4) $350.0 5.1$192.2$202.3$212.5$222.6$232.7 MLP Total Debt$590.2 MLP Cash(0.9) TLP Net Debt$589.3 Enterprise Value as a Multiple of:TLP Data $590.2$590.2$590.2$590.2$590.2 (0.9)(0.9)(0.9)(0.9)(0.9) $589.3$589.3$589.3$589.3$589.3 TLP Data $616.4$648.9$681.3$713.8$746.2 $413.8$413.8$413.8$413.8$413.8 (0.7)(0.7)(0.7)(0.7)(0.7) $413.2$413.2$413.2$413.2$413.2 TLP Data EBITDA:2018E $137.611.1x $137.610.2x10.5x10.8x11.1x11.4x $96.410.7x11.0x11.3x11.7x12.0x 2019E 2020E 2021E 146.710.4x 151.310.1x 153.59.9x 146.79.5x9.8x10.1x10.4x10.7x 151.39.2x9.5x9.8x10.1x10.4x 153.59.1x9.4x9.7x9.9x10.2x 102.810.0x10.3x10.6x11.0x11.3x 105.29.8x10.1x10.4x10.7x11.0x 106.19.7x10.0x10.3x10.6x10.9x EBITDA (Adj. for Omnibus Agreement) (5) 2018E $123.712.3x $123.711.3x11.6x12.0x12.3x12.7x $86.711.9x12.2x12.6x13.0x13.4x 2019E 2020E 2021E MLP Statistics: Distribution Yield:LQA 2018E 2019E 135.311.3x 141.310.8x 144.910.5x $3.188.81% 3.208.86% 3.369.30% 135.310.3x10.6x11.0x11.3x11.6x 141.39.9x10.2x10.5x10.8x11.1x 144.99.6x9.9x10.2x10.5x10.8x $3.188.37%7.95%7.57%7.23%6.91% 3.208.42%8.00%7.62%7.27%6.96% 3.368.84%8.40%8.00%7.64%7.30% 94.810.9x11.2x11.5x11.9x12.2x 98.310.5x10.8x11.1x11.5x11.8x 100.210.3x10.6x10.9x11.2x11.6x $3.188.37%7.95%7.57%7.23%6.91% 3.208.42%8.00%7.62%7.27%6.96% 3.368.84%8.40%8.00%7.64%7.30% DCF Yield:2018E $3.8110.56% $3.8110.04%9.54%9.08%8.67%8.29% $3.8110.04%9.54%9.08%8.67%8.29% 2019E 3.8210.58% 3.8210.06%9.55%9.10%8.69%8.31% 3.8210.06%9.55%9.10%8.69%8.31% DCF Yield (Adj. for Omnibus Agreement) (5) 2018E $3.399.38% $3.398.91%8.47%8.06%7.70%7.36% $3.398.91%8.47%8.06%7.70%7.36% 2019E 3.479.61% 3.479.14%8.68%8.27%7.89%7.55% 3.479.14%8.68%8.27%7.89%7.55% $1,029.6 $1,062.0 $1,094.5 $1,126.9 $1,159.4 $1,397.9 $1,440.5 $1,483.0 $1,525.6 $1,568.2 Total TLP Enterprise Value$1,525.0 $808.7$851.2$893.8$936.3$978.9 Total TLP Equity Value$935.8 Cash Flow Parity Methodology LP Attributable Methodology (1) Purchase Price Ratio Analysis

 

Trans Am Peer Trading Comparables _ Source: Partnership filings, Wall Street research, and FactSet. Note: Median calculations exclude TLP. TLP projections per Wall Street research. 1. 2. 3. 4. 5. 6. GP equity value for MLPs without publicly traded GPs calculated using a 25.0x multiple of 2018E GP Distribution. TLP GP equity value based on ArcLight’s $350mm purchase price of TLP's GP from NGL. Calculated as: Two Year Distribution CAGR + [LQA Yield / (1 - % of Total Distribution to GP)]. GP equity value for Cash Flow Parity method calculates the number of LP units that would need to be issued in order for the GP to achieve cash flow parity in the form of LP distributions. Based on LQA distributions. BPL debt includes the proportional debt from VTTI. PBFX pro forma for ~$35.0mm equity offering, announced 7/17/18. BKEP preferred equity value reflects ~35.1 preferred units at a market price of $6.25. 8 Selected MLP Trading Comparables TransMontaigne Tier I ($ in millions, except per unit data) Historical Cash Flow GP Value Parity (3) Ticker Unit Price as of 8/3/18 $39.35 $39.35 % of 52-week high 85.8% 85.8% Fully Diluted Units Outstanding 16.2 16.2 LP Equity Value $638.3 $638.3 GP Equity Value (1) 350.0 199.1 Total Equity Value $988.3 $837.4 Debt 590.2 590.2 Preferred Equity - - Minority Interest - - Cash (0.9) (0.9) Unconsolidated HoldCo Net Debt - - Enterprise Value $1,577.6 $1,426.7 Enterprise Value / 2018E EBITDA 2019E EBITDA 10.2 x 9.2 x 2020E EBITDA 9.6 x 8.6 x MLP Statistics LQA Yield 8.08% 8.08% 2018E Distribution Yield 8.21% 8.21% 2019E Distribution Yield 8.82% 8.82% 2020E Distribution Yield 9.43% 9.43% 2018E DCF Yield 9.85% 9.85% 2019E DCF Yield 10.50% 10.50% 2020E DCF Yield 11.41% 11.41% 2018 - 2020 Distribution CAGR 7.2% 7.2% 2018 - 2021 Distribution CAGR 6.9% 6.9% Current Split 50.0% 50.0% % of Total Distribution to GP 23.8% 23.8% Total Return 15.3% 15.3% Total Return - Adjusted (2) 17.8% 17.8% 2018E DCF per LP / LQA Coverage 1.22 x 1.22 x Coverage 2018E LP Coverage 1.20 x 1.20 x 2019E LP Coverage 1.19 x 1.19 x 2020E LP Coverage 1.21 x 1.21 x Credit Statistics Total Debt / Capitalization 62.0% 62.0% Total Debt / 2018E EBITDA 4.24 x 4.24 x Net Debt / 2018E EBITDA 4.23 x 4.23 x Magellan Buckeye PBF Global Sprague Martin BlueKnight USD Median Median Midstream Partners (4) Logistics (5) Partners Resources Midstream Energy (6) Partners All Tier I $70.66 $36.36 $22.50 $19.45 $25.40 $13.30 $2.80 $10.40 93.2% 57.6% 99.3% 98.2% 87.6% 70.0% 46.3% 86.7% 83.9% 87.1% 228.2 153.2 45.3 34.0 22.7 39.1 40.3 26.1 $16,124.3 $5,568.8 $1,020.3 $661.2 $577.3 $519.4 $112.9 $271.8 - - 352.8 10.7 222.5 39.8 7.4 35.2 $16,124.3 $5,568.8 $1,373.0 $671.9 $799.8 $559.2 $120.3 $307.0 4,670.0 5,395.5 609.0 1,210.1 747.9 859.1 334.6 203.0 - - - - - - 219.5 - - 279.4 169.0 3.0 - - - - (2.5) (6.6) (54.2) (11.7) (5.6) (0.6) (2.1) (11.3) - - - - - - - - $20,791.8 $11,237.2 $2,096.9 $1,873.3 $1,542.1 $1,417.8 $672.3 $498.7 15.0 x 10.5 x 13.4 x 7.1 x 12.0 x 9.7 x 9.3 x 8.4 x 12.0 x 10.1 x 14.1 x 9.9 x 12.0 x 8.6 x 11.0 x 9.2 x 9.0 x 9.2 x 10.9 x 9.5 x 12.7 x 9.3 x 10.4 x 8.5 x 11.0 x 9.1 x 8.1 x 11.6 x 10.4 x 9.8 x 5.42% 13.89% 8.80% 9.77% 10.51% 15.04% 11.43% 13.65% 8.95% 10.97% 5.47% 13.89% 8.84% 9.51% 10.63% 15.04% 16.07% 14.13% 9.02% 12.26% 5.80% 13.89% 9.20% 9.51% 11.57% 15.04% 14.64% 14.33% 9.20% 12.73% 6.15% 13.89% 9.56% 9.51% 11.57% 15.04% 14.64% 14.33% 9.51% 12.73% 6.72% 12.64% 9.04% 16.02% 11.91% 14.34% 16.82% 16.14% 10.69% 13.49% 6.94% 13.38% 9.60% 11.19% 12.06% 17.90% 16.47% 14.20% 11.19% 12.72% 7.91% 13.86% 10.57% 10.96% 12.06% 17.74% 18.28% 11.22% 10.96% 11.64% 6.0% - 3.9% - 4.3% - (4.5%) 0.7% 4.0% 0.3% 5.7% - 3.9% - 2.9% - (2.3%) 0.5% 3.9% 0.2% - - 50.0% 13.7% 50.0% 2.0% 1.6% 14.7% 2.0% 7.8% - - 13.2% 1.1% 11.9% 2.0% 1.6% 2.8% 1.6% 1.8% 11.4% 13.9% 12.7% 9.8% 14.9% 15.0% 6.9% 14.3% 12.9% 13.3% 11.4% 13.9% 14.1% 9.9% 16.3% 15.3% 7.1% 14.7% 13.9% 14.0% 1.24 x 0.91 x 1.03 x 1.64 x 1.13 x 0.95 x 1.47 x 1.18 x 1.18 x 1.16 x 1.23 x 0.91 x 1.02 x 1.68 x 1.12 x 0.95 x 1.05 x 1.14 x 1.12 x 1.08 x 1.20 x 0.96 x 1.04 x 1.18 x 1.04 x 1.19 x 1.12 x 0.99 x 1.10 x 1.08 x 1.29 x 1.00 x 1.11 x 1.15 x 1.04 x 1.18 x 1.25 x 0.78 x 1.12 x 1.13 x 68.4% 51.5% 76.7% 73.4% 79.8% 76.4% 109.7% 71.8% 71.5% 74.9% 3.38 x 5.06 x 3.89 x 4.60 x 5.80 x 5.88 x 4.65 x 3.41 x 4.32 x 4.62 x 3.37 x 5.05 x 3.54 x 4.55 x 5.76 x 5.88 x 4.62 x 3.22 x 4.26 x 4.59 x 11.3 x 10.2 x MMP BPL PBFX GLP SRLP MMLP BKEP USDP TLP TLP

 

Trans Am Peer Trading Comparables (Cont’d) _ Source: Partnership filings, Wall Street research, and FactSet. Note: Median calculations exclude TLP. TLP projections per Wall Street research. 1. 2. 3. GP equity value for MLPs without publicly traded GPs calculated using a 25.0x multiple of 2018E GP Distribution. Calculated as: Two Year Distribution CAGR + [LQA Yield / (1 - % of Total Distribution to GP)]. GP equity value for Cash Flow Parity method calculates the number of LP units that would need to be issued in order for the GP to achieve cash flow parity in the form of LP distributions. Based on LQA distributions. 9 Selected MLP Trading Comparables TransMontaigne Tier II ($ in millions, except per unit data) Historical Cash Flow GP Value Parity (3) Ticker Unit Price as of 8/3/18 $39.35 $39.35 % of 52-week high 85.8% 85.8% Fully Diluted Units Outstanding 16.2 16.2 LP Equity Value $638.3 $638.3 GP Equity Value (1) 350.0 199.1 Total Equity Value $988.3 $837.4 Debt 590.2 590.2 Preferred Equity - - Minority Interest - - Cash (0.9) (0.9) Unconsolidated HoldCo Net Debt - - Enterprise Value $1,577.6 $1,426.7 Enterprise Value / 2018E EBITDA 2019E EBITDA 10.2 x 9.2 x 2020E EBITDA 9.6 x 8.6 x MLP Statistics LQA Yield 8.08% 8.08% 2018E Distribution Yield 8.21% 8.21% 2019E Distribution Yield 8.82% 8.82% 2020E Distribution Yield 9.43% 9.43% 2018E DCF Yield 9.85% 9.85% 2019E DCF Yield 10.50% 10.50% 2020E DCF Yield 11.41% 11.41% 2018 - 2020 Distribution CAGR 7.2% 7.2% 2018 - 2021 Distribution CAGR 6.9% 6.9% Current Split 50.0% 50.0% % of Total Distribution to GP 23.8% 23.8% Total Return 15.3% 15.3% Total Return - Adjusted (2) 17.8% 17.8% 2018E DCF per LP / LQA Coverage 1.22 x 1.22 x Coverage 2018E LP Coverage 1.20 x 1.20 x 2019E LP Coverage 1.19 x 1.19 x 2020E LP Coverage 1.21 x 1.21 x Credit Statistics Total Debt / Capitalization 62.0% 62.0% Total Debt / 2018E EBITDA 4.24 x 4.24 x Net Debt / 2018E EBITDA 4.23 x 4.23 x Plains All Phillips 66 Andeavor Shell Genesis NuStar Valero Energy Holly Energy Delek Median Median MPLX American Partners Logistics LP Midstream Energy Partners Partners Sunoco LP Partners Logistics All Tier II $37.09 $25.52 $53.32 $46.04 $21.68 $23.71 $26.60 $37.49 $27.77 $30.73 $28.05 94.2% 96.7% 94.4% 83.4% 69.5% 76.8% 61.8% 77.0% 83.9% 85.3% 82.5% 83.9% 83.4% 794.0 725.6 122.9 217.2 223.8 122.6 106.7 69.3 82.5 105.4 24.4 $29,448.4 $18,516.9 $6,553.7 $9,999.3 $4,852.2 $2,906.4 $2,839.2 $2,596.2 $2,290.8 $3,240.2 $684.0 - - 5,856.1 - 3,339.8 - - 1,901.4 981.2 - 644.6 $29,448.4 $18,516.9 $12,409.8 $9,999.3 $8,192.0 $2,906.4 $2,839.2 $4,497.6 $3,272.0 $3,240.2 $1,328.5 12,357.0 9,889.0 3,000.0 4,201.0 2,094.0 3,779.0 3,737.1 1,274.4 2,318.0 1,400.0 744.7 1,000.0 2,666.1 747.0 594.0 - 712.7 1,346.5 - - - - 146.0 - - - 22.5 (7.8) - - - 90.0 - (6.0) (23.0) (151.0) (27.0) (174.9) (16.1) (582.2) (100.1) (98.0) (6.7) (4.8) - - - - - - - - - - - $42,945.4 $31,049.0 $16,005.8 $14,767.3 $10,133.6 $7,374.1 $7,340.6 $5,671.9 $5,492.0 $4,723.5 $2,068.5 12.6 x 13.6 x 14.8 x 11.7 x 18.2 x 11.2 x 10.3 x 14.4 x 10.6 x 13.5 x 12.5 x 12.0 x 12.6 x 11.6 x 12.0 x 13.8 x 10.3 x 13.0 x 10.6 x 10.7 x 14.1 x 9.8 x 12.6 x 10.9 x 10.9 x 11.6 x 11.0 x 10.9 x 11.4 x 9.7 x 12.7 x 10.4 x 9.8 x 13.5 x 9.5 x 11.9 x 9.8 x 10.4 x 10.9 x 6.77% 4.70% 5.64% 8.95% 6.73% 8.94% 9.02% 5.88% 11.89% 8.59% 10.98% 8.95% 8.59% 6.82% 4.70% 5.77% 8.97% 6.88% 9.03% 9.02% 5.99% 11.89% 8.62% 11.12% 9.02% 8.62% 7.25% 4.89% 6.34% 9.47% 7.77% 9.03% 9.02% 6.59% 11.89% 8.97% 12.16% 9.20% 8.97% 7.68% 5.26% 6.98% 9.88% 7.97% 9.03% 9.02% 7.05% 11.89% 9.33% 12.62% 9.51% 9.02% 8.82% 8.81% 7.11% 9.17% 7.01% 13.26% 10.69% 7.61% 11.99% 8.86% 12.23% 10.69% 8.86% 9.49% 9.49% 6.97% 9.67% 8.29% 12.08% 11.21% 7.63% 12.40% 9.38% 12.68% 11.19% 9.49% 9.86% 10.80% 8.72% 10.39% 8.43% 11.73% 13.72% 7.87% 12.65% 9.70% 13.03% 10.96% 10.39% 6.1% 5.7% 10.0% 5.0% 7.6% - - 8.5% - 4.0% 6.5% 4.0% 5.7% 6.0% 6.3% 9.0% 4.8% 5.4% - - 8.0% - 4.0% 4.8% 3.9% 4.8% - - 50.0% - 50.0% - - 50.0% 50.0% - 50.0% 2.0% - - - 37.9% - 27.9% - - 32.0% 20.5% - 24.8% 1.6% - 12.9% 10.4% 15.6% 13.9% 14.4% 8.9% 9.0% 14.4% 11.9% 12.6% 17.5% 12.9% 12.9% 12.9% 10.4% 19.1% 13.9% 17.0% 8.9% 9.0% 17.1% 15.0% 12.6% 21.1% 13.9% 13.9% 1.30 x 1.87 x 1.26 x 1.03 x 1.04 x 1.48 x 1.18 x 1.29 x 1.01 x 1.03 x 1.11 x 1.18 x 1.18 x 1.29 x 1.87 x 1.23 x 1.02 x 1.02 x 1.47 x 1.18 x 1.27 x 1.01 x 1.03 x 1.10 x 1.12 x 1.18 x 1.31 x 1.94 x 1.10 x 1.02 x 1.07 x 1.34 x 1.24 x 1.16 x 1.04 x 1.05 x 1.04 x 1.10 x 1.10 x 1.28 x 2.05 x 1.25 x 1.05 x 1.06 x 1.30 x 1.52 x 1.12 x 1.06 x 1.04 x 1.03 x 1.12 x 1.12 x 60.8% 46.4% 56.3% 55.0% 118.1% 58.9% 57.8% 83.3% 71.3% 71.5% 121.3% 71.5% 60.8% 3.64 x 4.32 x 2.77 x 3.33 x 3.75 x 5.74 x 5.22 x 3.24 x 4.45 x 3.99 x 4.50 x 4.32 x 3.99 x 3.64 x 4.31 x 2.63 x 3.31 x 3.44 x 5.72 x 4.41 x 2.99 x 4.26 x 3.97 x 4.47 x 4.26 x 3.97 x 11.3 x 10.2 x MPLX PAA PSXP ANDX SHLX GEL NS VLP SUN HEP DKL TLP TLP

 

Trans Am Tax Analysis Source: Based on interpretation of tax analysis provided by Evercore. Analysis attempts to replicate Evercore methodology at various prices. Note: This analysis assumes net income, tax depreciation and distributions through 12/31/17. Tax balance sheet as of 12/31/17 and all units are assumed to be sold on 12/31/17 for illustrative purposes. 1. 2. 3. 4. Represents the gain characterized as ordinary under IRC Section 751(a) if the transaction occurred on December 31, 2017. Ordinary tax rate assumes application of IRC Section 199A deduction and is calculated as 37.0% top income tax bracket x 80.0% application of IRC Section 199A deduction + 5.0% assumed state income tax. Assumes NIIT tax rate of 3.8%. If (i) there is a Capital Gain less than zero, the Ordinary Gain calculated as Ordinary Income Gain + Cumulative Loss or (ii) there is a Capital Gain greater than zero, the Ordinary Gain calculated as Ordinary Income Gain + Cumulative Loss x Ordinary Gain / (Ordinary Gain + Capital Gain) and the Capital Gain calculated as Capital Gain + Cumulative Gain x Capital Gain / (Ordinary Gain + Capital Gain). Net After Tax Premium / (Discount) calculated as (Offer Price – Net Tax Liability) – Unit Price or VWAP. 5. 10 Purchase Price per TLP Unit $36.11 Premium / (Discount) to: Data: TLP Undisturbed Unit Price (7/9/2018) $36.11 - 20-Trading Day VWAP 37.52 (1.41) 30-Trading Day VWAP 37.75 (1.64) Ordinary Income Gain (1)$35.39 Adjusted Tax Basis 3.17 $38.00 $39.00 $40.00 $41.00 $42.00 $43.00 $44.00 $45.00 $46.00 $1.89 $2.89 $3.89 $4.89 $5.89 $6.89 $7.89 $8.89 $9.89 0.48 1.48 2.48 3.48 4.48 5.48 6.48 7.48 8.48 0.25 1.25 2.25 3.25 4.25 5.25 6.25 7.25 8.25 $35.39 $35.39 $35.39 $35.39 $35.39 $35.39 $35.39 $35.39 $35.39 3.17 3.17 3.17 3.17 3.17 3.17 3.17 3.17 3.17 Capital Gain / (Loss) ($2.45) NIIT Additional Tax 36.22 Gross Ordinary Tax Liability (Federal & State) (2)$12.24 Gross NIIT Tax Liability (3)1.38 Gross Capital Tax Liability (Federal & State) 0.21 ($0.56) $0.44 $1.44 $2.44 $3.44 $4.44 $5.44 $6.44 $7.44 36.96 37.38 37.88 38.40 39.05 39.89 40.83 41.83 42.83 $12.24 $12.24 $12.24 $12.24 $12.24 $12.24 $12.24 $12.24 $12.24 1.40 1.42 1.44 1.46 1.48 1.52 1.55 1.59 1.63 0.39 0.50 0.62 0.75 0.92 1.13 1.36 1.61 1.86 Total Tax Liability $13.83 Net Ordinary Tax Liability (Federal & State) (4)$4.72 Net NIIT Tax Liability 0.53 Net Capital Tax Liability (Federal & State) (4)0.05 $14.04 $14.16 $14.31 $14.46 $14.64 $14.89 $15.16 $15.44 $15.73 $4.91 $5.01 $5.12 $5.24 $5.40 $5.62 $5.87 $6.13 $6.40 0.56 0.57 0.59 0.61 0.64 0.67 0.70 0.74 0.78 0.14 0.19 0.27 0.39 0.52 0.66 0.82 0.98 1.14 Net Tax Liability $5.31 $5.60 $5.77 $5.98 $6.25 $6.56 $6.94 $7.39 $7.85 $8.33 Incremental Net After-tax Liability - $0.29 $0.46 $0.68 $0.94 $1.25 $1.64 $2.08 $2.55 $3.02 Net After Tax Premium / (Discount) to: (5) TLP Undisturbed Unit Price (7/9/2018) ($5.31) 20-Trading Day VWAP (6.72) 30-Trading Day VWAP (6.95) ($3.71) ($2.88) ($2.09) ($1.36) ($0.67) ($0.05) $0.50 $1.04 $1.56 (5.12) (4.28) (3.50) (2.77) (2.08) (1.46) (0.91) (0.37) 0.15 (5.35) (4.51) (3.73) (3.00) (2.31) (1.69) (1.14) (0.60) (0.08) Incremental Net After-tax Premium / (Discount): $1.60 $2.43 $3.21 $3.95 $4.64 $5.25 $5.81 $6.34 $6.87 0.19 1.02 1.81 2.54 3.23 3.84 4.40 4.93 5.46 (0.04) 0.79 1.58 2.31 3.00 3.61 4.17 4.70 5.23 TLP Undisturbed Unit Price (7/9/2018) 20-Trading Day VWAP 30-Trading Day VWAP Net Premium / (Discount) to Average Nonaffiliated TLP Unitholders

 

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