Martin Midstream Partners L.P. (“MMLP”) (Nasdaq: MMLP) today
announced that it has entered into a definitive agreement and plan
of merger (“Merger Agreement”) pursuant to which Martin Resource
Management Corporation (“MRMC”) would acquire all of the
outstanding common units of MMLP not already owned by MRMC and its
subsidiaries (the “Public Common Units”). The Merger Agreement
follows the offer made by MRMC in May 2024 to acquire the Public
Common Units.
The Merger Agreement provides for an all-cash transaction
whereby each holder of the Public Common Units would receive $4.02
per common unit owned, representing a 34.00% premium to the market
closing price prior to MRMC’s initial proposal made on May 24, 2024
and an 11.33% premium to the trailing 30-trading day
volume-weighted average price.
The Board of Directors (the “GP Board”) of Martin Midstream GP
LLC, the general partner of MMLP (the “General Partner”), delegated
to the Conflicts Committee of the GP Board (the “Conflicts
Committee”), consisting solely of the GP Board’s three independent
directors, the authority to review, evaluate and negotiate and
approve the transaction on behalf of MMLP and the holders of the
Public Common Units other than Ruben S. Martin III, the Chairman of
the GP Board, the other directors and officers of MRMC, and
Senterfitt Holdings Inc. (of which Mr. Martin is the sole
stockholder) (the “Unaffiliated Unitholders”). The Conflicts
Committee, after evaluating the transaction with its independent
legal and financial advisors, unanimously approved the transaction
on behalf of MMLP and the Unaffiliated Unitholders and recommended
to the GP Board that it approve the transaction. Following the
receipt of the recommendation of the Conflicts Committee, the GP
Board approved the transaction.
The transaction is expected to close by the end of 2024, subject
to customary closing conditions, including regulatory approval and
the approval by the holders of a majority of the outstanding common
units. MRMC and its subsidiaries, as well as Mr. Martin, Senterfitt
Holdings Inc. and Robert D. Bondurant, the President and Chief
Executive Officer of the General Partner and member of the GP
Board, have committed to vote their common units, which
collectively represent approximately 26% of the outstanding common
units, to approve the transaction.
MRMC expects to fund the aggregate merger consideration and
related transaction costs through its existing cash on hand, cash
flow prior to the closing of the transaction, borrowings under
MRMC’s existing credit facility, under which MRMC expects to
increase the revolving commitments and add a term loan in
connection with the closing of the transaction, and from $5,000,000
in loans from certain members of MRMC’s management team.
Advisors
The Conflicts Committee engaged Munsch Hardt Kopf & Harr,
P.C., Potter Anderson & Corroon LLP, and Houlihan Lokey, Inc.
as its legal and financial advisors. MRMC engaged Baker Botts
L.L.P. and Wells Fargo Securities, LLC as its legal and financial
advisors.
Forward-Looking Statements
This press release includes “forward-looking statements” as
defined by the Securities and Exchange Commission (the “SEC”).
These forward-looking statements and all references to the
transaction described herein rely on a number of assumptions
concerning future events and are subject to a number of
uncertainties, including (i) the ability of the parties to
consummate the transaction in the anticipated timeframe or at all,
including MRMC’s ability to fund the aggregate merger
consideration; risks related to the satisfaction or waiver of the
conditions to closing the transaction in the anticipated timeframe
or at all; risks related to obtaining the requisite regulatory
approval and MMLP unitholder approval; disruption from the
transaction making it more difficult to maintain business and
operational relationships; significant transaction costs associated
with the transaction; and the risk of litigation and/or regulatory
actions related to the transaction, (ii) uncertainties relating to
MMLP’s future cash flows and operations, (iii) MMLP’s ability to
pay future distributions, (iv) future market conditions, (v)
current and future governmental regulation, (vi) future taxation,
and (vii) other factors, many of which are outside its control,
which could cause actual results to differ materially from such
statements. While MMLP believes that the assumptions concerning
future events are reasonable, it cautions that there are inherent
difficulties in anticipating or predicting certain important
factors. A discussion of these factors, including risks and
uncertainties, is set forth in MMLP’s annual and quarterly reports
filed from time to time with the SEC. MMLP disclaims any intention
or obligation to revise any forward-looking statements, including
financial estimates, whether as a result of new information, future
events, or otherwise except where required to do so by law.
About MMLP
Martin Midstream Partners L.P. (NASDAQ: MMLP) headquartered in
Kilgore, Texas, is a publicly traded limited partnership with a
diverse set of operations focused primarily in the Gulf Coast
region of the United States. MMLP’s primary business lines include:
(1) terminalling, processing, and storage services for petroleum
products and by-products; (2) land and marine transportation
services for petroleum products and by-products, chemicals, and
specialty products; (3) sulfur and sulfur-based products
processing, manufacturing, marketing, and distribution; and (4)
marketing, distribution, and transportation services for natural
gas liquids and blending and packaging services for specialty
lubricants and grease. To learn more, visit www.MMLP.com. Follow
Martin Midstream Partners L.P. on LinkedIn, Facebook, and X
(formerly known as Twitter).
About MRMC
MRMC, through its various subsidiaries, is an independent
provider of marketing and distribution of hydrocarbon and
hydrocarbon by-products including asphalt, diesel, natural gas
liquids (“NGLs”), crude oil, base and process oils, and other bulk
tank liquids. Martin Resource LLC is a wholly owned subsidiary of
MRMC that does not engage in any business other than owning 100% of
the equity interests in the General Partner. Cross Oil Refining
& Marketing, Inc. is a wholly owned subsidiary of MRMC and is
engaged in the business of providing base and process oils. Martin
Product Sales LLC is a wholly owned subsidiary of MRMC and is
engaged in the business of marketing and distributing commodities
including asphalt, NGLs, and other petroleum based products.
Important Information about the Proposed Transaction
This material does not constitute an offer to sell or the
solicitation of an offer to buy any securities, including the
Public Common Units, or a solicitation of any vote or approval. In
connection with the proposed merger, MMLP will file with the SEC
and furnish to MMLP’s unitholders a proxy statement and other
relevant documents, including a Schedule 13E-3. This material is
not a substitute for the Merger Agreement, the proxy statement or
the Schedule 13E-3 or for any other document that MMLP may file
with the SEC in connection with the proposed transaction. BEFORE
MAKING ANY VOTING DECISION, MMLP’S UNITHOLDERS ARE URGED TO READ
THE MERGER AGREEMENT, THE PROXY STATEMENT AND THE SCHEDULE 13E-3
AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE
PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT
OR SCHEDULE 13E-3 CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME
AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
PROPOSED MERGER.
Investors and security holders will be able to obtain free
copies of the proxy statement (when available) and other relevant
documents filed with the SEC by MMLP through the website maintained
by the SEC at www.sec.gov. In addition, the proxy statement, the
Schedule 13E-3, and other documents filed with the SEC by MMLP will
be available free of charge through MMLP’s website at www.MMLP.com,
in the “Investor Relations” tab, or by contacting MMLP’s Investor
Relations Department at (877) 256-6644.
Participants in the Solicitation
MMLP and the directors and executive officers of our General
Partner, and MRMC and its directors and executive officers, may be
deemed to be participants in the solicitation of proxies from
MMLP’s unitholders in respect of the proposed merger. Information
regarding the persons who may, under the rules of the SEC, be
deemed participants in the solicitation of the unitholders of MMLP
in connection with the proposed transaction, including a
description of their direct or indirect interests, by security
holdings or otherwise, will be set forth in the proxy statement and
other relevant materials when filed with the SEC. Information about
the directors and executive officers of our General Partner and
their ownership of MMLP common units is set forth in MMLP’s Form
10-K for the year ended December 31, 2023, as previously filed with
the SEC on February 21, 2024. Free copies of these documents may be
obtained as described in the paragraphs above.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20241003869190/en/
Investor Relations Contact: Sharon Taylor Executive Vice
President and Chief Financial Officer (877) 256-6644
ir@mmlp.com
Grafico Azioni Martin Midstream Partners (NASDAQ:MMLP)
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Grafico Azioni Martin Midstream Partners (NASDAQ:MMLP)
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