8-K

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 15, 2014

TRANSMONTAIGNE PARTNERS L.P.

 (Exact name of registrant as specified in its charter)

Delaware	001-32505	34-2037221
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		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):

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

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

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

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

Item 7.01 Regulation FD Disclosure.

On August 15, 2014, TransMontaigne Partners L.P. issued a press release, which is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information in this Item 7.01, including Exhibit 99.1, is being furnished pursuant to Item 7.01of Form 8-K and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.  The information in this current report shall not be incorporated by reference into any registration or other document pursuant to the Securities Act of 1933, as amended.

Item 9.01 Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.	Description of Exhibit
99.1	TransMontaigne Partners L.P. press release dated August 15, 2014.

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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.

	TRANSMONTAIGNE PARTNERS L.P.
	By:	TransMontaigne GP L.L.C., its general partner
Date: August 15, 2014	By:	/s/ Michael A. Hammell
		Michael A. Hammell
		Executive Vice President, General Counsel and Secretary

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Exhibit Index

Exhibit No.	Description of Exhibit
99.1	TransMontaigne Partners L.P. press release dated August 15, 2014.

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EX-99.1

Exhibit 99.1

NGL ENERGY PARTNERS LP AND

TRANSMONTAIGNE PARTNERS L.P.

TERMINATE DISCUSSIONS REGARDING

NON-BINDING ACQUISITION PROPOSAL

Friday, August 15, 2014 Immediate Release

TULSA, OKLAHOMA and DENVER, COLORADO, AUGUST 15, 2014 — NGL Energy Partners LP (NYSE:NGL) and TransMontaigne Partners L.P. (NYSE:TLP) today jointly announced that the Conflicts Committee of the Board of Directors of TransMontaigne GP L.L.C., the general partner of TLP, and NGL have terminated discussions regarding NGL’s non-binding proposal, announced on July 10, 2014, to acquire the outstanding common units of TLP.

The Conflicts Committee of the Board of Directors of TransMontaigne GP has reviewed the terms of NGL’s non-binding proposal and its independent advisors have held several discussions with NGL’s representatives over the last month. The parties have determined that they will not be able to reach an agreement on the price to be offered to TLP unitholders at this time, and therefore, the Conflicts Committee and NGL have decided to terminate their discussions regarding NGL’s non-binding proposal.

NGL currently owns TransMontaigne G.P. LLC and approximately 19.7% of the outstanding common units of TLP.

About NGL Energy Partners LP

NGL Energy Partners LP is a Delaware limited partnership. NGL owns and operates a vertically integrated energy business with five primary businesses: water solutions, crude oil logistics, NGL logistics, refined products / renewables and retail propane. NGL completed its initial public offering in May 2011. For further information, visit NGL’s website at www.nglenergypartners.com.

About TransMontaigne Partners L.P.

TransMontaigne Partners L.P. is a terminaling and transportation company based in Denver, Colorado, with operations along the Gulf Coast, in the Midwest, in Brownsville, Texas, along the Mississippi and Ohio Rivers and in the Southeastern United States. TransMontaigne Partners L.P. provides integrated terminaling, storage, transportation and related services for companies engaged in the distribution and marketing of light refined petroleum products, heavy refined petroleum products, crude oil, chemicals, fertilizers and other liquid products. Light refined products include gasolines, diesel fuels, heating oil and jet fuels; heavy refined products include residual fuel oils and asphalts. TransMontaigne Partners L.P. does not purchase or market products that it handles or transports.

Source:	NGL Energy Partners LP
	TransMontaigne Partners LP

NGL Energy Partners LP

Atanas H. Atanasov

918-481-1119

TransMontaigne Partners L.P.

Charles L. Dunlap, CEO

Frederick W. Boutin, CFO

Gregory J. Pound, COO

303-626-8200

-END-

1670 Broadway · Suite 3100 · Denver, CO   80202 · 303-626-8200 (phone) · 303-626-8228 (fax)

Mailing Address:  P. O. Box 5660 · Denver, CO   80217-5660

www.transmontaignepartners.com