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Exhibit (c)(8)

Preliminary Draft – Subject to Completion Confidential The Conflicts Committee of the Board of Directors of TransMontaigne GP L.L.C. Discussion Materials Regarding Project Shaker October 12, 2018

 

Preliminary Draft – Subject to Completion Confidential These materials have been prepared by Evercore Group L.L.C. (“Evercore”) for the Conflicts Committee of the Board of Directors of TransMontaigne GP L.L.C. (the “Conflicts Committee”), the general partner of TransMontaigne Partners L.P. (the “Partnership”), to whom such materials are directly addressed and delivered and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement with Evercore. These materials are based on information provided by or on behalf of the Conflicts Committee, from public sources or otherwise reviewed by Evercore. Evercore assumes no responsibility for independent investigation or verification of such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with the management of the Partnership and/or other potential transaction participants or obtained from public sources, Evercore has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgments of such management (or, with respect to estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express 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 representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership. These materials are not intended to provide the sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Evercore and were prepared for the benefit and internal use of the Conflicts Committee. These materials were compiled on a confidential basis for use by the Conflicts Committee and not with a view to public disclosure or filing thereof under state or federal securities laws, and may not be reproduced, disseminated, quoted or referred to, in whole or in part, without the prior written consent of Evercore. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Evercore or any of its affiliates to provide or arrange any financing for any transaction or to purchase any security in connection therewith. Evercore assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Evercore and its affiliates. Evercore and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Evercore or its affiliates to be used and cannot be used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her or its particular circumstances from independent advisors regarding the impact of the transactions or matters described herein.

 

Preliminary Draft – Subject to Completion Confidential Executive Summary ($ in millions, except per unit amounts) Analysis at Various Prices Initial Cons ideration LP Units Outs tanding1 (MM) Ownership Method 1 $38.00 16.2  TLP’s 330,613 GP units are valued at the offer price ($38.00 to $46.00), reflecting true ownership Equity Equivalent Method TLP LP Equity Value GP Value Bas ed on Owners hip $616.4 12.6 2 Total Equity Value TLP Net Debt2 $629.0 578.1  Assumes TLP issues LP units to its GP in order for GP to achieve cash flow parity between distributions it gets from its IDRs, and distributions it would get from the new LP units it receives as consideration for resetting IDRs Values TLP’s Q2 GP cash flows at the same LP yield as TLP’s Q2 LP distributions 1 Transaction Value - Methodology #1 $1,207.1 TLP LP Equity Value GP Cas h Flows Valued at LP Yield $616.4 192.2  Total Equity Value TLP Net Debt2 $808.7 578.1 2 Transaction Value - Methodology #2 $1,386.8 Offer Price Im plied Trans action Value - Methodology #1 Im plied Trans action Value - Methodology #2 Premium3 Unaffected Price: July 9, 2018 10-Day VWAP 20-Day VWAP 30-Day VWAP $36.11 36.76 37.50 37.76 Transaction Value / EBITDA - Methodology #1 GP Value Based on Ownership 2018E 2019E 1 $137.6 150.4 2 Transaction Value / EBITDA - Methodology #2 GP Cash Flows Valued at LP Yield 2018E 2019E $137.6 150.4 Source: FactSet, Bloomberg, Partnership filings, TLP Management Current Offer 1. 2. 3. LP Units Outstanding excludes 330,613 GP units As of June 30, 2018 VWAPs calculated as of July 9, 2018, the unaffected date 1 Arclight Initial $38.00$39.00 ArclightArclight Arclight CCCCCC Counter #3 Counter #2Counter #1 $42.00$42.50$44.00$45.00$46.00 Counter #1 Counter #2 Counter #3 $39.50$40.25 $41.00 $1,207$1,224$1,232$1,244 $1,387$1,408$1,419$1,435 5.2%8.0%9.4%11.5% 3.4%6.1%7.4%9.5% 1.3%4.0%5.3%7.3% 0.6%3.3%4.6%6.6% 8.8x8.9x9.0x9.0x 8.08.18.28.3 10.1x10.2x10.3x10.4x 9.29.49.49.5 $1,257 $1,451 13.5% 11.5% 9.3% 8.6% 9.1x 8.4 10.5x 9.6 $1,273$1,282$1,306$1,323$1,340 $1,472$1,483$1,514$1,536$1,557 16.3%17.7%21.8%24.6%27.4% 14.2%15.6%19.7%22.4%25.1% 12.0%13.3%17.3%20.0%22.7% 11.2%12.6%16.5%19.2%21.8% 9.3x9.3x9.5x9.6x9.7x 8.58.58.78.88.9 10.7x10.8x11.0x11.2x11.3x 9.89.910.110.210.4 Price / DCF per LP Unit 2018E$3.8110.0x10.2x10.4x10.6x 2019E3.899.810.010.210.4 10.8x 10.5 11.0x11.2x11.5x11.8x12.1x 10.810.911.311.611.8

 

Preliminary Draft – Subject to Completion Confidential Executive Summary Peer Group Trading Analysis – Crude Oil and Refined Products MLPs ($ in millions, except per unit amounts) US Refined Product and Crude Oil Transportation and Storage MLPs Refined Products / Crude Oil M LPs Andeavor Logis tics LP $47.45 $10,305.6 $15,088.6 12.1x 10.1x 12.9x 11.0x 8.6% 8.7% 4.0% 12.6% BP Mids tream Partners LP 17.80 1,864.6 2,170.2 14.9 10.0 NA NA 6.0% 6.3% 15.2% 21.2% Delek Logis tics Partners , LP 31.13 774.6 1,507.5 8.8 7.5 8.3 8.5 9.6% 10.0% 3.7% 13.4% Holly Energy Partners , L.P. 31.10 3,278.6 4,801.8 13.8 13.2 11.6 11.3 8.4% 8.5% 0.7% 9.2% MPLX LP 34.74 28,145.6 41,150.6 12.2 11.3 10.2 10.3 7.1% 7.3% 5.8% 12.9% PBF Logis tics LP 22.25 934.0 1,747.8 10.6 8.5 10.2 9.7 8.8% 8.9% 3.9% 12.7% Plains All Am erican Pipeline, L.P. 24.33 17,653.4 29,491.4 12.3 11.0 11.4 9.8 4.9% 4.9% 9.3% 14.2% Valero Energy Partners LP 39.07 2,761.3 3,963.9 10.0 8.2 13.0 11.2 5.4% 5.8% 9.3% 14.7% Note: Market data as of October 11, 2018 Source: Partnership filings, FactSet 1. EBITDA, DCF per LP unit and Distributions per unit based on the Management Case 2 TransMontaigne Partners L.P.1 $38.94 $644.6 $1,222.7 8.9x 8.1x 10.2x 10.0x 8.2% 8.2% 2.2% 10.4% Companies with less than $4 bn EV between 0% to 10% growth Mean 9.8x 8.1x 10.5x 9.8x 7.9% 8.2% 5.6% 13.6% Median 10.0 8.2 10.2 9.7 8.8% 8.9% 3.9% 13.4% Mean 11.4x 10.1x 10.8x 10.2x 9.1% 8.7% 4.6% 13.6% Median 11.7 10.1 11.4 10.3 8.4% 8.5% 5.8% 12.9% Shell Mids tream Partners , L.P. 21.26 4,855.3 6,784.4 9.2 8.4 13.0 11.0 6.5% 7.0% 6.2% 12.7% Phillips 66 Partners LP 52.12 6,475.7 10,032.7 9.3 8.3 13.9 13.1 5.5% 5.9% 9.1% 14.6% NuStar Energy LP 25.77 3,020.2 7,510.8 11.7 10.6 8.0 8.6 9.3% 9.3% --% 9.3% Magellan Mids tream Partners , L.P. 64.44 14,704.9 19,154.0 13.7 13.0 13.5 12.8 5.8% 6.0% 6.1% 11.9% Genes is Energy, L.P. 24.32 2,981.1 7,407.7 11.4 10.8 7.3 7.3 8.6% 8.8% 6.4% 14.9% Buckeye Partners , L.P. 35.22 5,394.2 10,370.2 9.7 9.2 7.8 7.9 14.3% 14.3% (8.8%) 5.6% Blueknight Energy Partners , L.P. 2.16 88.5 687.8 11.7 10.9 NA NA 26.9% 18.1% (2.0%) 24.9% Enterprise Value / Price / Price Equity Enterprise EBITDA DCF per LP Unit Distribution Yield Distribution Total Partnership 10/11/18 Value Value 2018E 2019E 2018E 2019E Current 2018E Growth Return