#1CBARCLAYS Project Trans Am Discussion Materials August 2018 ARCLIGHT#2Disclaimer 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). BARCLAYS#3Trans Am Price Performance TLP vs. AMZ (5-Day) TLP vs. AMZ (10-Day) 105.0% 102.5% 100.0% 97.5% 95.0% 7/2/2018 Date 7/9/2018 7/10/2018 7/11/2018 7/12/2018 7/13/2018 7/16/2018 7/17/2018 7/18/2018 7/19/2018 7/20/2018 7/23/2018 7/24/2018 7/25/2018 7/26/2018 7/27/2018 7/30/2018 7/31/2018 8/1/2018 8/2/2018 8/3/2018 TLP Unit Price $36.11 $38.49 $38.20 $39 23 $39.03 $38.65 $38.88 $39.61 $39.95 $39.77 $40.00 $40 25 $40.30 $40.10 $39.73 $39.34 $39.03 $39.88 $39.85 $39.35 BARCLAYS 105.0% 102.5% AMZ: 1.6% 7/9/2018 100.0% TLP: (1.3%). 97.5% 95.0% TLP % Price Change From Previous Close 6.6% (0.8%) (1.0%) 0.6% 1.9% 0.9% (0.5%) 0.6% 0.6% 0.1% 6/25/2018 (0.5%) (0.9%) (1.0%) (0.8%) 2.2% (0.1%) AMZ % Price Change From Previous Close (0.8%) 1,0% 0.3% (0.3%) (0.6%) 2.5% (1.1%) 0.5% (2.1%) 0.9% 0.5% 0.4% (0.2%) 7/9/2018 TLP: (2.5%) Source: FactSet Note: Graphs reflect 5, 10, 20 and 30 trading days 1. Tier / comparable companies include MMP, BPL PBFX, GLP, SRLP, MMLP, BKEP and USDP Price Performance Tracker TLP Price Performance Since the 7/9/18 Undisturbed Price AMZ Cum. Change Since 7/9/18 105.0% 6.6% 5.8% 8.6% 102.5% 7.0% 7.7% 9.7% 10.6% 10.1% 10.8% 11.5% 11,6% 11.0% 10.0% 8.9% 8.1% 10.4% 10.4% 9.0% TLP vs. AMZ (20-Day) 100.0% TLP Premium to 7/9/18 97.5% 2 95.0% W 6/11/2018 (0.8%) 0.2% 0.5% 0.1% (0.5%) 1.0% 3.5% 2.4% 5.0% 6.2% 3.9% 4.8% 5.8% 8.2% 80% 0.2% (0.4%) 0.5% 1,0% 0.0% (0.7%) (1.1%) 0.1% 105.0% 0.6% 0.8% 2.2% 3.2% 1.6% 2.9% 3.6% 3.9% 3.5% 3.9% TLP vs. AMZ (30-Day) 102.5% AMZ: (3.3%) TLP: (5.6%) 7/9/2018 100.0% 97.5% Tier 1 Comps Cum. Change Since 7/9/18 95.0% 5/25/2018 Initial Offer (7/10/18) $38.00 $38.00 $38.00 $38.00 $38.00 $38.00 $38.00 5:38.00 $38.00 $38.00 $38.00 $38.00 5:38.00 $38.00 $38.00 $38.00 $38.00 $38.00 $38.00 TLP: 6 STLP: (4.9%) 7/9/2018 Premium to 7/10/18 Offer 0.5% 32% 1.7% 4.7% 5.3% 5.9% 6.1% AMZ: 1.0% 4.6% 3.5% 2.7% 4.9% 3.6%#4Trans Am Implied Premiums 5-Trading Day VWAP 10-Trading Day VWAP 20-Trading Day VWAP 30-Trading Day VWAP 2-Month VWAP 3-Month VWAP 6-Month VWAP 1-Year VWAP Period Value TLP Undisturbed Unit Price (7/9/2018) $36.11 TLP Current Unit Price (8/3/2018) Source: FactSet Note: VWAPs as of the 7/9/18 undisturbed price date Implied Premium / (Discount) to TLP's Unit Price BARCLAYS Initial Offer (7/10/18) $38.00 $39.00 $40.00 5.2% 8.0% 10.8% $39.35 (3.4%) (0.9%) 1.7% $36.61 $36.81 $37.52 $37.75 $37.70 $37.86 $38.04 $40.22 3.8% 3.2% 1.3% 0.7% 0.8% 0.4% (0.1%) (5.5%) 6.5% 9.3% 5.9% 8.7% 3.9% 6.6% 3.3% 6.0% 3.5% 6.1% 3.0% 5.6% 2.5% 5.2% (3.0%) (0.6%) Premium / (Discount) to Unit Price $41.00 $42.00 $43.00 $44.00 13.5% 16.3% 19.1% 21.8% 4.2% 6.7% 9.3% 11.8% 14.4% Premium / (Discount) to VWAPS 12.0% 14.7% 17.5% 20.2% 22.9% 22.2% 11.4% 14.1% 16.8% 19.5% 9.3% 11.9% 14.6% 17.3% 19.9% 8.6% 11.3% 13.9% 16.6% 19.2% 14.1% 16.7% 19.4% 8.8% 11.4% 8.3% 10.9% 13.6% 16.2% 7.8% 10.4% 13.0% 15.7% 1.9% 4.4% 6.9% 9.4% $45.00 24.6% $46.00 27.4% 16.9% 25.6% 25.0% 22.6% 21.9% 22.0% 18.8% 21.5% 18.3% 20.9% 11.9% 14.4%#5Trans Am Historical Premiums Paid Analysis Selected Historical MLP Merger and Buy-in Premiums Total Transaction Value Imm Announce 8/1/2018 6/19/2018 5/17/2018 5/17/2018 5/17/2018 5/17/2018 5/17/2018 3/25/2018 2/8/2018 1/2/2018 11/8/2017 6/29/2017 8/14/2017 6/2/2017 5/18/2017 3/3/2017 2/1/2017 1/26/2017 10/24/2016 9/26/2016 6/1/2016 5/31/2016 11/3/2015 10/26/2015 7/13/2015 5/13/2015 5/6/2015 1/26/2015 10/27/2014 10/13/2014 10/1/2014 8/10/2014 8/10/2014 10/10/2013 6/27/2013 5/7/2013 1/29/2013 2/23/2011 Acquiror Energy Transfer Equity, L.P. Cheniere Energy, Inc. Enbridge Enbridge Enbridge Enbridge Williams Talligrass NuStar Energy LP Archrock Zenith Andeavor Logistics World Point Terminals, Inc. ==== D D D D Energy Transfer Partners, L.P. VITI B.V. ONEOK, Inc. Enbridge Energy Co, Inc. American Midstream Partners, LP TransCanada Corporation Transocean Ltd. SemGroup Corporation Targa Resources Corp. Western Refining, Inc. MPLX LP The Williams Companies, Inc. Crestwood Equity Partners LP Energy Transfer Partners, L.P. Access Midstream Partners LP Targa Resource Partners LP Enterprise Products Partners L.P. Kinder Morgan, Inc. Kinder Morgan, Inc. Regency Energy Partners LP Plains All American Pipeline, L.P. Pioneer Natural Resources Company Inergy Midstream L.P. Kinder Morgan Energy Partners, L.P. Enterprise Products Partners L.P. Target Energy Transfer Partners, L.P. Cheniere Partners Holdings Enbridge Energy Partners Spectra Energy Partners Enbridge Energy Mgmt. Enbridge Income Fund Williams Partners. Talligrass Energy Partners Star GP Holdings Archrock Partners Alon Partners ARCX Western Refining Logistics World Point Terminals, LP on a PennTex Midstream Partners, LP VTTI Energy Partners LP ONEOK Partners, L.P. Midcant Energy Partner, LP. JP Energy Partners LP Columbia Pipeline Partners LP Transocean Partners LLC Rose Rock Midstream, LP. Targa Resources Partners LP Northem Tier Energy LP MarkWest Energy Partners, L.P. William Partners L.P. Crestwood Midstream Partners LP Regency Energy Partners LP Williams Partners LP. A Pipeline Partners, L.P. Onking Partners LP Kinder Morgan Energy Partners, L.P. El Paso Pipeline Partners, LP. PVR Partners, L.P. PAA Natural Gas Storage LP. Pioneer Southwest Energy Partners LP. Crestwood Midstream Partners LP Copano Energy, LLC. Duncan Energy Partners LP. $1.243 $2,174 4 $3,216 $10.500 $4,000 1700 $1.381 $857 $1,754 $157 $327 $572 $17,116 $641 $452 ST 216 $2,741 154,142 $5,909 $58.551 $10,032 $2,272 $2,402 $4,724 $3,303 MLP Buy-Ins All MLP Mergers Consideration Mix Unit-for-Unt Stock-for-Unit Stock-for-Unit Stock-for-Unit Stock-for-Unit Stock-for-Unit Unit-for-Unit Stock-for-Unit Stock-for-Unt Uni-for-Uni Cath Cash Cash Stock-for-Unit Cash Unit-for-Unit Cash Stock-for-Unit Stock-for-Unit Stock-for-Unit CashStock-for-Uni Unit-for-Unit Stock-for-Unit Unit-for-Unit Unt-for-Unit Unit-for-Unit Unit-for-Unit Stock-for-Unit Stock-for-Unit Unit-for-Unt Unit-for-Unit Stock-for-Unit Unt-for-Unt Unit-for-Unit Unit-for-Lest Median Mean Min Mean Max Min 1-Day 11.2% 12.9% 00% 0 0% 5.2% 6.4% 0.0% 1.7% 20% 15.2% 5.8% 100% 16.0% (8.0%) 11.1% 15.0% 0.0% 18.4% 14.0% 31.8% 17.9% 17.2% 6.5% 15.0% 5.6% 12.0% 15.4% 8.5% 23.0% 4.8% 21.8% 11.2% 10.4% 27.9% (8.6%) 11.6% 31.6% (8.6%) Premium Paid To Closing Price: 11.6% 10:3% 5.7% (1774) 10.5% (594) 40% 22.2% (1096) 13.7% 15.0% 10.9% 23.1% 11.9% 17.1% 17.4% 66% 7.8% 46% 27.5% 17% 21.7% 10.6% 10.2% 27.7% 11.2% 35.8% (17.7%) 10.7% (5.6%) (5.3%) 1.7% (10.0%) 12.7% 23.1% 10.3% 10.5% 14.9% 12.7% 29UN 13.5% 27.8% 10.0% 8.4% 30% 10.7% 7.3% 23.7% 7.2% 8.1% 12.4% 10.6% 126% (100%) 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 BARCLAYS#6Implied TLP Prices Versus a Range of Premiums Implied TLP Prices Based on Precedent 1-Day Premiums TLP Price $42.00 $41.00 $40.00 $39.00 $38.00 $37.00 $36.00 $40.16 1. ETE/ ETP 11.2% $40.78 BARCLAYS LNG / CNQ 12.9% $38.43 WMB/ WPZ 6.4% $36.34 TEGP / TEP 0.6% $36.72 NS / NSH 1.7% I 1 $41.09 $41.60 Evercore WPT Analysis(¹) Mean: Median: 15,2% 13.8% $39.86 $40.14 Last 5 MLP Deals Source: Company/Partnership filings, FactSet Note: Premiums based on undisturbed closing price to be consistent with Evercone 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. Per Evercore/WPT Presentation (6/1/2017), as filed in WPT fling dated 6/2/2017 Barclays Analysis Mean: Median: 11.2% 10.4%#7Trans Am Purchase Price Ratio Comparison Purchase Price Ratio Analysis Barclays Methodology Initial Offer (7/10/18) $38.00 ($ in millions, except per unit data) TLP Unit Price: Public LP Equity Value TLP Equity Holdings, LLC LP Equity Value Total LP Equity Purchase Price TLP Acquisition LP Equity Value Total LP Equity Value GP Equity Value Total TLP Equity Value MLP Total Debt MLP Cash TLP Net Debt Total TLP Enterprise Value Enterprise Value as a Multiple of: EBITDA EBITDA (A) for Omnibus Agreement) * MLP Statistics: Distribution Yield: DCF Yield DCF Yield (Ad. for Omnibus Agreement) Units 1 2 3 4 13.1 24 08 2018E 2019E 2020E 2021E 2019E 2020E 2021E LOA 2018E 2018E 2019E 2018E 2019E LP: 100.0% TLP Data 51378 151.3 153.5 $1237 -- 1353 141.3 144.9 $3.18 3.20 3.36 STUT -32 Undisturbed Price (7/9/18) $471.4 85.5 28.9 $585.8 $935.8 $590.2 (0.9) 10 10.1x 12.3x 10.8x 195, 8.81% 8.86% 9,30% ENT 9.61 $496.1 $586.0 $616.4 $350 5590 2 (0.9) $589.3 $1,555,7 ▪▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬ $998.9 $1,031.3 $590.2 10.3x 10.1x 12.6x TAK 10.7x 8.37% 8.84% תור ההמ--5--0---15 10005 $44.00 $548,3 $574.4 $647,7 $678.6 336 352 $681.3 $7138 357 3300 3300 8.91% 9.14% $522.2 547 $616.9 320 - 10.80X IDE 10.3x Source: Company flings, press releases and FactSet. Projections provided by the Company or ArcLight Initial offer price of $38.00 per unit and unit counts per the Schedule 130 filed on 7/10/18 11.0x 7.95% 8.00% 9.55% -- ▬▬▬▬▬ O $1,620,6 $1,653.0 $1,685.5 6 10.7x 10.6x $600.6 108.91 $709.41 368 1 $746.2 33.0 $1,063.8 $1,096.2 $590 2 $500 2 (0.9) (0.9) 13.1K 12.00 fis 11.2x ▬▬▬▬▬▬▬ $45.00 E 11.7x 11.4x 7.57% 7.23% 7.62% 7.27% 8.00% 7:64% ----- 11.0x 13.6x B 11.9x 6.91% 6.96% 7.30% TA YA 7551 Units 24 TLP Data 1467 153.5 $123 7 1353 141.3 144.9 3.20 3.36 Evercore Methodology Initial Offer (7/10/118) $38.00 $496.1 $566.0 $616.4 5 $629.0 $590 2 (0.9) $589.3 $1.218.3 98x UK 86x 8.4x $40.00 $42.00 $44.00 $5222 $548.3 94.7 994 $574,4 104 1 $678.6 320 33.6 35.2 $648.9 $681.3 $7138 343 ▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬SEL $695.2 $728.3 $761.4 $590 2 $590.2 $590 2 (0.9) (0.9) (0.9) 8.91% 9.14% $662.1 $590.2 $589 3 $1,251.4 18.3x 8.2x 10.1x 20 8.9x 8.6x 8.37% 8.42% 8.84% 1600595 7.95% 8.00% 6.40% 9.55% 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 BARCLAYS $1.284.5 $1.317.6 TATE 9.1x E 8.7x 8.6x 10.7x T 9.3x 9.tx 7.57% 7.23% 7.27% 8.00% 7,64% 9.10% $46.00 869 $600.6 36.8 $746.2 3157 $1,350.7 12 9.6x 6.91% 6.96% 7.30% T G 8.68 6274 75 7537#8Trans Am Purchase Price Ratio Comparison (Cont'd) Purchase Price Ratio Analysis Cash Flow Parity Methodology Initial Offer (7/10/98) $38.00 TLP Unit Price: Public LP Equity Value TLP Equity Holdings, LLC LP Equity Value Total LP Equity Purchase Price Total LP Equity Value GP Equity Value Total TLP Equity Value MLP Total Debt MLP Cash TLP Net Deba Total TLP Enterprise Value Enterprise Value as a Multiple of: EBITDA EBITDA (A) for Omnibus Agreement) MLP Statistics Distribution Vid DCF Yield (A4 for Omnibus Agreement 1 2 3 Units 13.1 15 OF 157 2018E 2015E 2000€ 2021E 2018巴 2019 2020E 2021E LOA 2018E 2010E 2018E 2019E 2018E 2019€ NLP: 6054 100.0% TLP Data 148.7 1513 1535 3 141.3 1449 Undisturbed Price (718) TOT 54714 85 5 319 $5858 $350 0 $905 $500.2 10.9) $1.525.0 10.1x ** TIJx 10.8x th 8.81% 8.86% 9.30% T=== TO 35% 10.35% 9.38% Units 13.4 24 DE 51 TLP Data 1513 153 5 THE 13513 141.3 $3.18 3.20 3.36 $406.1 540.00 $600.6 100.9 $574 4 104.1 $678.6 $709.49 35.2 304 1616.4 $6489 $681.3 $7138 57462 $500.2 (0.9) 58023 $1.397.9 TEST 1950 7037 RUM 9.6x ▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬ 16169 3647.7 33.6 $42.00 $2025 $212.5 $2326 ▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬ $548.3 TOSA 9.80 9.5. 11.6 $500 2 $500.2 $500.2 $500 2 (0.9) 10.91 10.91 (0.91 $5893 10.2x 7 $44.00 $1,483,0 $1.525.6 $1.568.2 9.8 ESTYTTE 10:40 10.1x 12.0 $46.00 הד--הדר-החדי 5 10:2x 12.2 10.8x 105x 10.70 10.4x 10 2 TG 7.57% 7.62% 7.27% 6.06% 8.40% 8.00% DES3850N 13 ▬▬▬▬▬▬▬ 93055707 8.47% B8% 7.70% TASON 15 735 LP Attributable Methodology (¹) Units 131 08 18.2 TLP Data 105.2 98.3 100.2 $3.18 3.20 3.36 Initial Offer 322 $38.00 $495.1 $588 0 304 $616.4 (0.7) $1,0296 ----▬▬▬▬▬▬▬▬▬▬▬▬▬ $631.3 100x 11.9 10.5 10.3x 8.37% 8.42% 8.84% 1000% $5744 104.1 $616.9 $:47.7 16786 $700.4 32.0 $648.9 $681.3 5713.8 8.91% $4138 $4138 (0.7) 10.71 10:30 10,1x $1.002.0 $1.094.5 $1.126.9 12.2x ▬▬▬▬▬▬▬▬▬▬▬▬▬▬ 10.8x 106x $44.00 $46.00 "NG====117O BỘ 10.6x 10:4x 10:3 1959 $2.5 11.50 (0.71 10.9 7.95% 7.23% 8.00% 7.62% 7.27% 6.96% 8.40% 8.00% 7,64% 7.30% A-135 - 11.0x 10.7x $746.2 13.0x --- 115. ▬▬▬▬▬▬▬▬▬▬▬▬▬▬▬ 50% (0.7) 10.9v 1934 13 2x 11.8x 11.04 Source: Company filings, press releases and FactSet. Projections provided by the Company or ArcLight 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 130 filed on 7/10/18 Total unit count as of 4/30/2018 GP equity value for Cash Flow Panity method calculates the number of LP units that would need to be issued in order for the GP to achieve cash flow panty 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 BARCLAYS 8.67 8315 8.06% 7.70% 7533 TA 135#9Trans Am Peer Trading Comparables Selected MLP Trading Comparables Tier I non except perunda Unit Price of of 52-week high Futy Diluted Units Outstanding Equity Value GP Equity Value Total Equity Value Dett Preferred Equity Minority Interest Cash Unconsolidated HoldCo Net Det Enterprise Vale 2018E EBITDA 2019E EBITDA 2000E EBITDA MLP Statistics 2016 Distribution d 2019 Dibution Vield 2000E Distribution Field 2018E DCF Yield 2019E DCF Vield 2000E DCF Yield 2018-2020 Distribution CAGR 2018-2021 Distribution CAGR (Cument Split % Total Distribution to P Total Retur Total Retur-Adjusted 2018E DCF per LP/LQA Coverage Coverage 2018 LP Coverage 2019E LP Coverage 2000ELP Coverage Credit Statistics Total Det/Capitalization Total Det/201HE EBITDA Deb/2018E EBITDA 3 4 5 6. C TransMontaigne Cash Flow Parity TLP Historical GP Value 85. 16.2 5638 3 350 0 5968 3 $1,577.6 07 96 BARCLAYS 8.00% $21% FBSM TO FOR 11.41% 72% 50.0% 23.8% 15.3% 1.20 1,19 X 121x 600% 85.0% 199.1 $1,426.7 327 8.21% 8.82% TO 50% 11.41% 7.3% 50.0% 15.3% 122x 150x 1.19x 1.21x 4.23X Magellan Midstream $70.00 $16.124.3 $16,124.3 25 $20,791.8 15.0 x 141x 12.7 x 547% 5.80% 6.15% 6.72% 6.0% 5.7% 11.4% 123X 120 X 1.29 x 3.38 x 3.37 x Partners BPL $30.30 570% 153.2 $5,5688 279.4 $11.237.2 105x 99. 13.09% 13:89% 13.89% 12.64% 13:38% 13.86% 13.9% 13.9% 0.96 11.00 51.5% 5.05x Logistics PBFX $22.50 90.316 45.3 $1,000.5 3528 $1,373.0 1 169.0 (4.2) $2,006.9 120. 9.20% 904% 960% 10.57% 3.96 50.0% 13.2% 1.03 104 1.11x 76.7% 389x 3.54x Global Partners GLP 8 34.0 56612 10.7 5671.9 1.210.1 $1,873 3 7,1x 88 951% 9.51% 9.51% 16.02% 11.19% 10 96% FE 1.1% 1.18 X 1.15x 460x 4.55 Resources SRLP 87.6% 22.7 1577.3 202 5 $799.8 $1,5421 11.0 110x 10:51% 10.63% 11.57% 1191% 4.3% 16.3% 1.13 1.12 1.04 1.04 5.80 5.78 Martin MMLP 700% 30.1 $519.4 $550.2 $1,417.8 92x $1x 15.04% 15.04% 15.04% 15.04% 14.34% 17.90% 17.74% 7 20% 2.0% 15.0% 15.3% 0.95 x 0:95x 1.19x 1.98 x 75.4% 5.68x BlueKnight Energy BKLP $2.00 40.3 $1129 $120.3 30344 H (21) $672.3 9.3x 9.0x 81x 16.07% 14.64% 16.80% 18.28% (4.5%) 6.944 7.1% 147 x 1.05 K 1.12 * 125x 109.7% USD Partners $10.40 35.2 $3070 2030 39 $495.7 92x 11.6x 14.30% 14,20% 11.22% 0.7% 14.3% 14.7% 0.99x 0.78x Median All 332x 1090 104 15.14%95) 12-15 9:20% 9.51% 5יוחדי 3.9% 1.6% 12.9% 1.128 1.10X Median 71.5% KTH 756 10.97% 12.73% 12.73% 1525 11.64% 0.3% 0.2% TON 1.8% 13.0% 14.0% 1.16 x Source: Partnership flings, Wall Street research, and FactSet Note: Median calculations exclude TLP TLP projections per Wall Street research GP equity value for MLPs without publicly traded GPs calculated using a 250x 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)] 1 GP equity value for Cash Flow Panty method calculated the number of LP units that would need to be issued in order for the GP to achieve cash flow panty in the form of LP distributions. Based on LOA distributions. BPL debt includes the proportional debt from VTTL 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 108x 108x 1.13 x 74.9% 40x#10Trans Am Peer Trading Comparables (Cont'd) Selected MLP Trading Comparables Tier II Ticker of 52-weigh Fully Duted Uni Outstanding LP Equity Value OP Equity Valu Total Equity Valu Debt Preferred Equity Mority Uncond Hote Enterprise Value Enterprise Value 201 EBITDA 2016 EBITDA ORDE EBITDA MLP Static LGA Yild 2019 Distribution d 3000 Cabution Tield 2016 DOF Yd 2019 DCF d 2018-2020 Distribution CAR 2018-2021 Distribution CAR Cument Opt % of Total Distribution to OF Totaltu Tour Reum-Austed? 2018 DCF UPLOA Coverage Coverage 2018ELP Coverage 2010ELP Coverage CreStatistics Total Debt Capitalization T/2018E EBITDA NO 201 EBITDA TransMontaigne Historical Cash Flow 1. 2 3 C $3934 85.8% 18.2 9438.3 14083 BON 8214 943% CE 11.41% 7:24 50.0% 17.2% LIP 1.25 M 130.35 BARCLAYS 18.2 1001 16274 1314 T 50.0% 21.0% 15.3% 17.3% 4:24* MPLX MPLX $37.00 129,443,4 159.4414 12.357 0 1,000.0 18.01 128x 110x 11:00 6.82% 7.00% 80% 80% P 12.04 12.99 50% 304x Plains All PAA $24.42 725.8 $10.510.0 $14 9.8800 2008.1 4 115 100 4.70% 4.70% 63% Source: Partnership Slings, Wall Street research, and FactSet Note: Median calculations exclude TLP TLP projections per Wall Street research 10.4% 10.4% 40.4% 400 431* Phillips 44 Partners $53.30 2445 1228 30.583 7 58541 $12.400 3,000.0 747.0 (151.0) 14 13.8. 5.64% AUTH 8.72% 100% ON 150 0% 15:0 12:1 1.50 123. 1.10 58.3% Andeavor Logistics LP Midstream ANDA 30.4% 2172 0.0003 10.000 3 504.0 (270) 4 117. 10.3. BUSTN 10.30% AN 13.994 1.02. 5.M 2238 34.882 2 13 20040 (1749) $10.133.8 9 13.0x ** 7.T TEN 84% 50 0% 14.4% 17.0% 118 T 3.75 3441 Energy GEL $23.71 12.0064 3.776.0 7127 (3) 112x 105. 9.OOM 9.00% 13.20 12.0 11.73% BON TON 5.72 Partners NS $28.00 $2.830.2 12.09.2 3.737.1 1.3485 10.3. 10.7. CON 1121N GON 0.0% 124 52, 4.41 Valero Energy Partners $37.40 843 1.0014 14.407 1.2744 (1001) 14.4 7.05% BON SOLON 32.0% 14.4% 17.1% 1.10 BUN IN $27.77 82.5 $3.390 13.272.0 35,402.0 10.8. 48. 11.30% TUNN 11.00% 11:00 12:40% 11.99 15.0% 104 7139 4.45 K Holly Energy 100.4 $32402 1.400.0 (8.7) 11.9. 897 8.33% 0.38% 0.70% 1204 1.05 1.03 M 11.00 Delek $2008 244 10040 $1.325 7447 1400 10.90% 13.00% BEN 125 GLI 10:0 80.0% 175 21.14 1.10 All 1.03 83% 121.3% 50 447. 122) (4) - 10:4 10 20% 13.0% 1.18 Median Tier 1.124 13:44 71.5% TICK 8.97% 2424 10:30% 5.7% 1.10 1:32 M GP equity value for MLPs without publicly traded GPs calculated using a 25.0x multiple of 2016E GP Distribution. Calculated as Two Year Distribution CAGR + LOA Yield/(1-% of Total Distribution to GP GP equity value for Cash Flow Panty method calculates the number of LP units that would need to be issued in order for the GP to achieve cash flow party in the form of LP distributions. Based on LQA distributions. 50 PM#11Trans Am Tax Analysis Purchase Price per TLP Unit Premium / (Discount) to: TLP Undisturbed Unit Price (7/9/2018) 20-Trading Day VWAP 30-Trading Day VWAP Ordinary Income Gain Adjusted Tax Basis Capital Gain/ (Loss) NIIT Additional Tax Gross Ordinary Tax Liability (Federal & State) Gross NIIT Tax Liability Gross Capital Tax Liability (Federal & State) Total Tax Liability Net Premium / (Discount) to Average Nonaffiliated TLP Unitholders $36.11 Net Ordinary Tax Liability (Federal & State)" Net NIIT Tax Liability Net Capital Tax Liability (Federal & State) **) Net Tax Liability Incremental Net After-tax Liability Net After Tax Premium / (Discount) to: TLP Undisturbed Unit Price (7/9/2018) 20-Trading Day VWAP 30-Trading Day VWAP incremental Net After-tax Premium / (Discount): TLP Undisturbed Unit Price (7/9/2018) 20-Trading Day VWAP 30-Trading Day VWAP 5 Data: $36.11 37.52 37.75 BARCLAYS (1.41) (1.64) $35.39 3.17 ($2.45) 36.22 $4.72 0.53 0.05 $5.31 $38.00 $39.00 $40.00 $41.00 $42.00 $43.00 $44.00 $45.00 $46.00 ($5.31) (6.72) (6.95) $1.80 $2.89 0.48 1.48 0.25 1.25 $35.39 3.17 ($0.56) 36.96 $4.91 0.56 0.14 $5.60 $0.29 $3.89 $4.89 2.48 3.48 2.25 3.25 $35.39 $35.39 $35.39 3.17 3.17 $0.44 $1.44 37.38 37.88 $12.24 $12,24 $12.24 $12.24 $12.24 $12.24 $12,24 $12.24 $12.24 1.38 1.40 1.42 1.46 1.48 1.52 1.55 1.59 021 0.39 0.50 0.75 0.92 1.13 1.36 $13.83 1 $14.04 $14.16 $14.64 $14.89 $15.16 $14.31 $14.46 $5.01 $5.12 0.57 0.59 0.19 0.27 $5.77 $5.98 $0.46 $0.68 $1.60 $2.43 0.19 1.02 (0.04) 0.79 10 $5.89 $6.89 $7.89 4.48 5.48 4.25 5.25 6.48 6.25 $35.39 $35.39 3.17 3.1 3.17 $2.44 $3.44 $4.44 38.40 39.05 39.89 $3.21 1.81 1.58 $5.24 $5.40 $5.62 0.64 0.67 $5.87 0.70 0.61 0.39 0.52 0.66 0.82 $6.25 $6.56 $6.94 $7.39 $1.64 $2.08 $0.94 $1.25 $3.95 254 231 $35.39 $35.39 3.17 $5.44 40.83 3.17 $6.44 41.83 7.48 7.25 ($3.71) ($2.88) ($2.09) ($1.36) ($0.67) ($0.05) $0.50 $1.04 (5.12) (4.28) (3.50) (2.77) (2.08) (1.46) (0.91) (0.37) (5.35) (4.51) (3.73) (3.00) (231) (1.69) (1.14) (0.60) $4.64 3,23 3.00 $15.44 $6.13 0.74 0.98 $7.85 Source: Based on interpretation of tax analysis provided by Evercore Analysis attempts to replicate Evercone 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. Represents the gain characterized as ordinary under IRC Section 751(a) if the transaction occurred on December 31, 2017. $2.55 $5.25 $5.81 $6.34 3.84 4.40 4.93 3.61 4.70 $9.89 8.25 $35.39 3.17 $7.44 42.83 $12 24 1.63 1.86 $15.73 $6.40 0.78 1.14 $8.33 $3.02 2 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 1994 deduction+ 5.0% assumed state income tax 3 Assumes NIT tax rate of 3.8%. 4 If there is a Capital Gain less than zero, the Ordinary Gain calculated as Ordinary Income Gan Cumulative Loss or () 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 $1.56 0.15 (0.08) $6.87 546 523#12Disclaimer This document has been prepared by Barclays Capital Inc (Barclays") for information purposes only. This document is confidential and for the sole and exclusive benefit and internal use of ArdLight Capital Partners, LLC (the "Recipient") in connection with the matter or possible transaction to which this document relates, and no part of it may be reproduced, distributed or transmitted without the prior written permission of Barclays. This document is an indicative summary of the terms and conditions of the transaction described herein and may be amended, superseded or replaced by subsequent summaries. The final terms and conditions of the transaction will be set out in full in the applicable binding transaction document(s). This document is incomplete without reference to, and should be assessed solely in conjunction with, the oral briefing provided by Barclays Neither Barclays nor any of its subsidiaries or affiliates shall be obliged by having made this document available to you to provide any financial advisory services (whether in relation to the matter or possible transaction to which this document relates or otherwise) or to sell, acquire, place or underwrite any securities or to lend moneys or to provide any other commitment, facility, product, risk management solution or service, nor does Barclays represent by providing this document to the Recipient that it will be possible for Barclays to provide, arrange of undertake any of the aforementioned services, activites, products or solutions. Any commitment by Barclays to provide, antange or undertake any of the aforementioned services, activities, products or solutions would be subject to Barclays signing appropriate documentation, obtaining all necessary internal approvals and completing due diligence, in each case in a manner satisfactory to Barclays This document was prepared on the basis of information and data, obtained from publicly available sources and, where applicable, from the Recipient and/or any other entity that may be involved in any transaction or matter contemplated by this document (and/or any of the Recipient's or aforementioned entities affiliates), in each case prior to or on the date hereof, Barclays makes no warranty or representation, express or implied, as to the accuracy or completeness of information which is contained in this document and which is stated to have been obtained from or is based upon trade and statistical services or other third party sources. The information in this document has not been independently verified by Barclays and Barclays does not assume any liability for any such information. Any data on past performance, modeling or back-testing contained herein is no indication as to future performance. No representation is made as to the reasonableness of the assumptions made within or the accuracy or completeness of any modeling or back-testing or any other information contained herein. All opinions and estimates are given as of the date hereof and are subject to change and Barclays assumes no obligation to update this document to reflect any such changes. The value of any investment may fluctuate as a result of market changes. The information herein is not intended to predict actual results and no assurances are given with respect thereto. Nothing herein shall be deemed to constitute investment, legal, tax, financial, accounting or other advice The Recipient is responsible for making its own independent investigation and appraisal of the risks, benefits, appropriateness and suitability of any transaction or matter contemplated by this document and Barclays is not making any recommendation (personal or otherwise) or giving any investment advice and will have no liability with respect thereto. The decision to proceed with any transaction or action contemplated by this document must be made by the Recipient in the light of its own commercial assessments and Barclays will not be responsible for such assessments Neither Barclays nor any of its subsidiaries or affiliates, nor any of their respective directors, officers, employees, advisors or other representatives (Barclays together with such persons being the "Barclays Group") accepts any liability whatsoever for any direct, indirect or consequential losses (in contract, tort or otherwise) arising from the use of this document or its contents or any reliance on the information contained herein Barclays Group is not responsible for any specialized advice (including financial, tax, legal and accounting, among other advice) This document does not constitute nor does it for 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 or recommendation to enter into any transaction described herein nor does this document constitute an offer or commitment to provide, arrange or underwrite any financing. Members of the Barclays Group are involved in a wide range of commercial banking investment banking and other activities out of which conflicting interests or duties may arise. In the ordinary course of its business, the Barclays Group may provide services to any other entity or person whether or not a member of the same group as the Recipient (a "Third Party"), engage in any transaction (whether on its own account, on behalf of any Third Party or otherwise, and including any transaction or matter contemplated by this document), notwithstanding that such services, transactions or actions may be adverse to the Recipient or any member of the Recipient's group, and the Barclays Group may retain for its own benefit any related remuneration or profit. The Bardays Group operates in accordance with a conflicts of interest policy which identifies conflicts of interest it faces in the ordinary course of its business, and establishes organisational and procedural measures to manage those conflicts where it is reasonably able to do so. Neither Barclays nor any other part of the Barclays Group shall have any duty to disclose to the Recipient or utilise for the Recipient's benefit any non-public information acquired in the course of providing services to any other person, engaging in any transaction (on its own account or otherwise) or otherwise carrying on its business The Barclays Group's research analysts and research departments are independent from its banking business and are subject to certain regulations and internal policies. The Barclays Group's research analysts may hold opinions and make statements or investment recommendations and/or publish research reports with respect to any company referred to herein, the transactions contemplated herein or any person or entity involved therein or related thereto that differ from or are inconsistent with the views or advice communicated by the Barclays Group's banking business. Barclays is a full service securities firm and as such from time to time may effect transactions for its own account or the account of its clients and hold long or short positions in debt, equity or other securities of the companies referred to herein THIS DOCUMENT DOES NOT DISCLOSE ALL THE RISKS AND OTHER SIGNIFICANT ISSUES RELATED TO AN INVESTMENT IN THE SECURITIES, FINANCIAL INSTRUMENTS OR TRANSACTIONS DESCRIBED HEREIN PRIOR TO TRANSACTING, YOU SHOULD ENSURE THAT YOU FULLY UNDERSTAND THE TERMS OF THE TRANSACTION AND ANY APPLICABLE RISKS The information contained herein is not intended to be distributed to any prospective or actual investors and, accordingly, may not be shown or given to any person other than the recipient, and is not to be forwarded to any other person (including any retail investor or customer), copied or otherwise reproduced or distributed to any such person in any manner whatsoever. FAILURE TO COMPLY WITH THIS DIRECTIVE CAN RESULT IN A VIOLATION OF THE SECURITIES ACT OF 1933, AS AMENDED These materials have not been produced by the Barclays Group's research department and do not constitute investment research or a research recommendation for the purposes of the Financial Conduct Authority rules or a research report under applicable U.S. Law 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 SHP. Copyright Barclays Bank PLC, 2018 (all rights reserved). BARCLAYS 11