Glass Lewis Report Highlights Robust Conflicts
Committee Process, Premium Value Delivered through Transaction and
Risks Associated with Standalone Plan
MMLP Urges Unitholders to Follow the
Recommendations of the Leading Proxy Advisory Services; Vote “FOR”
the Pending Transaction on WHITE Proxy Card Today
Martin Midstream Partners L.P. (“MMLP”) (Nasdaq: MMLP) is
pleased to announce that leading independent proxy advisory firm
Glass Lewis & Co. (“Glass Lewis”) joins Institutional
Shareholder Services Inc (“ISS”) in recommending that unitholders
vote “FOR” the pending transaction with Martin Resource Management
Corporation (“MRMC”) in advance of the upcoming MMLP Special
Meeting of unitholders, which is scheduled for December 30,
2024.
In its report dated December 18, 2024, Glass Lewis stated1:
- “…we believe the Conflicts Committee undertook a reasonably
comprehensive review of all available and actionable strategic
alternatives, successfully negotiating a meaningful increase in the
merger consideration offered by Parent. In light of the findings
from the financial advisors’ valuation analyses of the Company, as
well as our review of the Company's relative performance to its
peers, we believe the merger consideration represents an attractive
exit valuation and premium for the Company's unaffiliated
unitholders.”
- “…we recognize that the only available and viable alternatives
for the Company were to either negotiate a going-private
transaction with Parent or to continue on a standalone basis.”
- “…the Company is not expected to make any material increases to
its distributions in the near term, as it prioritizes shoring up
its balance sheet. Furthermore, the Company’s limited growth
prospects only serve to underscore the necessity of a near-term
focus on deleveraging. Considering these circumstances, we believe
that pursuing a going-private transaction at a meaningful market
premium is likely to be superior alternative for the Company's
unaffiliated unitholders compared to maintaining the status
quo.”
- “…we believe that the Conflicts Committee’s efforts to
negotiate improved terms demonstrate a good faith attempt to
balance the interests of unaffiliated unitholders with the inherent
structural limitations imposed by Parent’s control over the General
Partner.”
- “For clarity, the Dissidents are not unitholders and thus do
not hold any voting rights in the Company.”
- “…after reviewing the Dissidents’ public filings, we did not
find any detailed or explicit explanation of how they expect the
Company to generate the higher cash flows needed to support this
optimistic standalone plan. Instead, the Dissidents make broad and
generalized assertions, alluding to certain of the Company's
businesses being underappreciated and to future value that could be
generated by the Company's undeveloped assets, such as the 98 acres
of owned and undeveloped land in Beaumont, Texas.”
_____________
1 Permission to use quotations neither
sought nor obtained.
Commenting on the recommendation, MMLP issued the following
statement:
We are pleased that Glass Lewis has joined
leading independent proxy advisory firm Institutional Shareholder
Services Inc. (“ISS”) in supporting the unanimous recommendation of
the Conflicts Committee and Board of Directors of MMLP’s General
Partner (the “GP Board”) that unitholders vote “FOR” the pending
transaction with MRMC. The Glass Lewis report further validates
MMLP’s position that the MRMC transaction maximizes value for and
is in the best interests of unitholders, including unaffiliated
unitholders, by delivering immediate, certain, premium value to
unitholders. Glass Lewis’ report notes the robust review process
undertaken by the independent Conflicts Committee and the
significant downside risks associated with continuing to operate as
a standalone public company. Glass Lewis also highlights the
inaccurate and misleading statements made by Nut Tree and Caspian,
and the fact that they are not MMLP unitholders.
Your Vote is Important!
The Conflicts Committee and the GP Board unanimously recommend
that unitholders follow the recommendation of Glass Lewis and ISS
and vote “FOR” the proposal to approve the MRMC transaction using
the WHITE proxy card or WHITE voting instruction
form.
Please simply DISCARD any gold proxy card you may receive
from Nut Tree Capital Management L.P. and Caspian Capital L.P. If
you inadvertently voted using a gold proxy card, you may cancel
that vote simply by voting again TODAY using the WHITE proxy
card or WHITE voting instruction form. Only your latest
dated vote will count!
Unitholders who have questions or would like additional
information or assistance voting their units should contact MMLP’s
proxy solicitor:
Innisfree M&A Incorporated Toll-free at (877)
750-8334 (from the U.S. and Canada) or at +1 (412) 232-3651
(from other countries)
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.
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.
FORWARD-LOOKING STATEMENTS
This press release includes “forward-looking statements” as
defined by the Securities and Exchange Commission (the “SEC”).
Forward-looking statements are identified by words such as
“anticipate,” “believe,” “expect,” “intend,” “may,” “plan,”
“should,” “will” or similar expressions. 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 MMLP’s 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 as well as MMLP’s definitive
proxy statement filed with the SEC on November 27, 2024.
Forward-looking statements speak only as of the date they are made,
and 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.
IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION
In connection with the proposed merger, MMLP has filed with the
SEC and furnished to MMLP’s unitholders the definitive proxy
statement on Schedule 14A and a proxy card. MMLP, MRMC and certain
of their affiliates have jointly filed a transaction statement on
Schedule 13E-3 (the “Schedule 13E-3”) with the SEC. 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 has filed
with the SEC in connection with the proposed transaction. The final
proxy statement was mailed to MMLP’s unitholders on or about
November 27, 2024 to the unitholders of record as of the close of
business on November 8, 2024. 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
(INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN
THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION
ABOUT THE PROPOSED MERGER.
Investors and security holders may obtain free copies of the
proxy statement 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 are 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 MMLP’s 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, are included in the proxy statement, as
filed with the SEC on November 27, 2024, and other relevant
materials filed with the SEC. Information about the directors and
executive officers of MMLP’s general partner and their ownership of
MMLP common units is also 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. To the extent that their holdings of MMLP’s
common units have changed since the amounts set forth in MMLP’s
Form 10-K, such changes have been or will be reflected on
Statements of Change in Ownership on Form 4 filed with the SEC.
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/20241218563616/en/
Investor Relations Contact: Sharon Taylor Executive Vice
President and Chief Financial Officer (877) 256-6644
ir@mmlp.com
Media Contact: Andrew Siegel / Melissa Johnson / Jenna
Shinderman Joele Frank 212.355.4449
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