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): December 15, 2011
TRANSMONTAIGNE PARTNERS L.P.
(Exact name of registrant as specified in its charter)
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Delaware (State or other jurisdiction of incorporation or organization) |
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001-32505 (Commission File Number) |
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34-2037221 (I.R.S. Employer Identification Number) |
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))
Item 4.01. Changes in Registrant’s Certifying Accountant.
On December 15, 2011, the Audit Committee of the Board of Directors of TransMontaigne GP L.L.C. (“TransMontaigne GP”) dismissed KPMG LLP from its engagement as the principal accountant to audit the financial statements of TransMontaigne Partners L.P. (“Partners”). TransMontaigne GP is the general partner of Partners. On December 7, 2011, KPMG LLP communicated to Partners that KPMG LLP did not meet the independence standards of applicable regulatory agencies with respect to Partners as a result of services provided by KPMG LLP to Morgan Stanley and certain of its affiliates outside of the TransMontaigne group. Because Morgan Stanley indirectly owns and controls TransMontaigne GP L.L.C., which, in turn, controls Partners, the services provided by KPMG LLP to other entities in the Morgan Stanley Group has caused KPMG LLP to be in violation of the independence rules with respect to Partners. The Audit Committee of TransMontaigne GP is working to evaluate the independence of alternate auditors, with a view to engaging a new principal accountant as quickly as reasonably practical.
During the fiscal years ended December 31, 2009 and December 31, 2010 and the subsequent interim period through December 15, 2011, there were no disagreements with KPMG LLP on any matter of accounting principles or practice, financial statement disclosure, or auditing scope or procedures, which disagreements if not resolved to their satisfaction, would have caused them to make reference in connection with their opinion on the subject matter of the disagreement or reportable events within the meaning of Item 304(a)(1) of Regulation S-K.
The audit reports of KPMG LLP on the consolidated financial statements and internal control over the financial reporting of Partners for the fiscal years ended December 31, 2009 and December 31, 2010 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.
In accordance with Item 304(a)(3) of Regulation S-K of the Securities and Exchange Commission (“SEC”), Partners provided KPMG LLP with a copy of the foregoing disclosures and requested that KPMG LLP furnish it with a letter addressed to the SEC stating whether or not KPMG LLP agrees with the above statements. A copy of such letter, dated December 20, 2011, is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description of Exhibit |
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16.1 |
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KPMG LLP letter dated December 20, 2011. |
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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TRANSMONTAIGNE PARTNERS L.P. | ||
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By: |
TransMontaigne GP L.L.C., | |
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its general partner | |
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Date: December 20, 2011 |
By: |
/s/ Frederick W. Boutin | |
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Frederick W. Boutin | |
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Executive Vice President, Chief Financial Officer and Treasurer | |
Exhibit 16.1
December 20, 2011
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously engaged as principal accountants to audit the consolidated financial statements of TransMontaigne Partners L.P. as of and for the year ended December 31, 2011, and the effectiveness of internal control over financial reporting as of December 31, 2011. On December 15, 2011, we were dismissed. We have read TransMontaigne Partners L.P.’s statements included under Item 4.01 of its Form 8-K dated December 20, 2011, and we agree with such statements, except that we are not in a position to agree or disagree with TransMontaigne Partners L.P.’s statement that it is working to evaluate the independence of alternate auditors with a view to engaging a new principal accountant as quickly as reasonably practical.
Very truly yours,
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/s/ KPMG LLP |
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