Martin Midstream Partners L.P. Terminates Material Agreement

TL;DR

MMLP terminated a big deal, filing shows. What's next?

AI Summary

Martin Midstream Partners L.P. filed an 8-K on December 26, 2024, to report the termination of a material definitive agreement. The filing also includes Regulation FD disclosures and financial statements/exhibits. The company is incorporated in Delaware and headquartered in Kilgore, Texas.

Why It Matters

The termination of a material definitive agreement could signal a significant change in the company's operational or financial structure, potentially impacting its future business relationships and performance.

Risk Assessment

Risk Level: medium — Termination of a material definitive agreement can introduce uncertainty and potential financial repercussions, warranting a medium risk assessment.

Key Numbers

• 000-50056 — SEC File Number (Identifies the company's filing history with the SEC.)
• 05-0527861 — IRS Employer Identification Number (Company's tax identification number.)

Key Players & Entities

• MARTIN MIDSTREAM PARTNERS L.P. (company) — Registrant
• Delaware (jurisdiction) — State of incorporation
• Kilgore, Texas (location) — Principal executive offices
• December 26, 2024 (date) — Date of report

FAQ

Filing Documents

• mmlp-20241226.htm (8-K) — 39KB
• projectaugusta-termination.htm (EX-10.1) — 17KB
• exhibit991-pressreleaseann.htm (EX-99.1) — 6KB
• 0001176334-24-000178.txt ( ) — 189KB
• mmlp-20241226.xsd (EX-101.SCH) — 2KB
• mmlp-20241226_lab.xml (EX-101.LAB) — 21KB
• mmlp-20241226_pre.xml (EX-101.PRE) — 12KB
• mmlp-20241226_htm.xml (XML) — 3KB

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. As previously disclosed, on October 3, 2024, Martin Midstream Partners L.P. (the "Partnership"), Martin Resource Management Corporation("Parent"), Martin Midstream GP LLC, the general partner of the Partnership (the "General Partner"), and MRMC Merger Sub LLC, a wholly owned subsidiary of Parent ("Merger Sub"), entered into an Agreement and Plan of Merger (the "Merger Agreement") pursuant to which Merger Sub agreed to merge with and into the Partnership, with the Partnership surviving as a wholly owned subsidiary of Parent (the "Merger"). On December 26, 2024, Parent and the Partnership (with the approval of the Conflicts Committee of the Board of Directors of the General Partner) entered into a termination agreement (the "Termination Agreement"), pursuant to which the Merger Agreement was terminated. As a result, the Merger Agreement will be of no further force and effect, and the Support Agreements (as defined in the Merger Agreement) terminated in accordance with their terms. As a result of the termination of the Merger Agreement, the special meeting of the unitholders of the Partnership, which was to be held on December 30, 2024 for the purpose of voting on the Merger Agreement and the Merger (the "Special Meeting"), will not take place. The proposed Merger was a "going-private" transaction under the rules of the Securities and Exchange Commission (the "SEC"). As of the close of business on November 8, 2024, the record date for the Special Meeting, approximately 26.0% of the Partnership's common units were owned collectively by Parent (indirectly through certain of its subsidiaries), Ruben S. Martin, III (the Chairman of the Board of Directors of the General Partner), Senterfitt Holdings Inc., a corporation wholly owned by Mr. Martin, and Robert D. Bondurant (the President and Chief Executive Officer of the General Partner). Mr. Martin is also the President and Chief Executive Officer and a Direct

01. Regulation FD Disclosure

Item 7.01. Regulation FD Disclosure. On December 26, 2024, the Partnership issued a press release announcing the termination of the Merger Agreement and the cancellation of the Special Meeting. The press release is included herein as Exhibit 99.1 and is incorporated herein by reference. In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 disclosure, including Exhibit 99.1, is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 and Exhibit 99.2 is deemed to be "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act. Exhibit Number Description 10.1 Termination Agreement between Martin Resource Management Corporation and Martin Midstream Partners L.P., dated December 26, 2024 99.1 Press release dated December 26, 2024 104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101).

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MARTIN MIDSTREAM PARTNERS L.P. By: Martin Midstream GP LLC, Its General Partner Date: December 26, 2024 By: /s/ Sharon L. Taylor Sharon L. Taylor Executive Vice President and Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR