Martin Midstream Partners L.P. Files Proxy Materials

TL;DR

MMLP filed proxy docs, no fee. Standard stuff.

AI Summary

Martin Midstream Partners L.P. filed a Definitive Additional Materials (DEFA14A) on December 9, 2024. This filing is related to proxy materials and does not involve a fee, as indicated by the "No fee required" checkbox. The company's principal executive offices are located in Kilgore, Texas.

Why It Matters

This filing indicates that Martin Midstream Partners L.P. is providing additional materials to shareholders related to proxy voting, which is a crucial part of corporate governance.

Risk Assessment

Risk Level: low — This filing is a routine proxy statement amendment and does not appear to contain any new or unusual risks.

Key Players & Entities

• MARTIN MIDSTREAM PARTNERS L.P. (company) — Registrant
• 4200 STONE ROAD (location) — Business Address
• KILGORE (location) — City
• TX (location) — State
• 75662 (location) — ZIP Code

FAQ

Key Financial Figures

• $4.02 — l receive an all-cash consideration of $4.02 per common unit owned, which represents

Filing Documents

• d884638ddefa14a.htm (DEFA14A) — 24KB
• g884638dsp003.jpg (GRAPHIC) — 284KB
• g884638dsp004.jpg (GRAPHIC) — 306KB
• g884638dsp005.jpg (GRAPHIC) — 359KB
• g884638dsp006.jpg (GRAPHIC) — 383KB
• 0001193125-24-272801.txt ( ) — 1855KB

From the Filing

DEFA14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Martin Midstream Partners L.P. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required Fee paid previously with preliminary materials Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 The following communication was made by or on behalf of Martin Midstream Partners L.P. on December 9, 2024: VOTE FOR THE TRANSACTION TODAY USING THE WHITE PROXY CARD OR WHITE VOTING INSTRUCTION FORM. Dear Martin Midstream Partners L.P. Unitholder, Martin Midstream Partners L.P. has always operated with the goal of delivering value to our unitholders, customers and other stakeholders. We are confident that the pending merger transaction (the MRMC Transaction) with Martin Resource Management Corporation (MRMC) is the best path forward for MMLP, and that the MRMC Transaction is in the best interests of all MMLP unitholders, including MMLPs unaffiliated unitholders. All common unitholders are receiving the enclosed proxy materials, which contain additional information about the pending MRMC Transaction. Please use the WHITE proxy card or WHITE voting instruction form to vote your units FOR the MRMC Transaction in advance of the special meeting of the common unitholders of Martin Midstream Partners L.P. to be held on December 30, 2024.The Board of Directors of Martin Midstream GP LLC (the GP Board) and the Conflicts Committee unanimously recommend that you vote FOR the MRMC Transaction for the following reasons: MRMC Transaction Results from Extensive Review Process Led by Conflicts Committee The Conflicts Committee of the GP Board, which consists of three independent directors, conducted a robust review of the MRMC Transaction. With support from independent legal and financial advisors, the Conflicts Committee worked hard to negotiate in the best interests of MMLP and all unitholders, including MMLPs unaffiliated unitholders. The thorough review took place over nine months and involved seven rounds of price negotiations with MRMC. During this review, the Conflicts Committees financial advisor, on behalf of the Conflicts Committee, met and communicated with Nut Tree and Caspian regarding their proposals, and the Conflicts Committee took those proposals into account. The Conflicts Committee successfully negotiated a transaction for nearly a dollar more per unit than MRMCs initial proposal. The Conflicts Committee and the GP Board unanimously and in good faith determined the MRMC Transaction is fair and reasonable to, and in the best interests of, MMLP and the unaffiliated holders of the MMLP common units. MRMC Transaction Is Best Outcome for Unitholders The combination of MMLP and MRMC will deliver greater value than MMLP could deliver standalone. There are a number of risks to continuing as a standalone public company:· Yield limited or flat growth for the foreseeable future · Limited institutional interest given the micro-cap (~0% EBITDA CAGR from 2025-2028) nature of MMLP · Challenges due to volatile and uncertain · Insufficient liquidity for MMLP investors as a result of macroeconomic backdrop low trading volumes · Diminishing appeal of MLP structure with investors Visit MaximizeValueforMMLP.com for more information. MRMC Transaction Addresses Standalone Risks and Provides a Significant and Attractive Premium for MMLP Unitholders Both the Conflicts Committee and the GP Board unanimously and in good faith determined the merger transaction with MRMC is the best path forward for MMLP and all of its unitholders. Each MMLP unitholder will receive an all-cash consideration of $4.02 per common unit owned, which represents:% 34.00 premium to the market closing price prior to MRMCs initial proposal made on May 24, 2024 % 11.33 premium to the trailing 30-trading day volume-weighted average price as of October 3, 2024, the date the merger agreement was executed Nut Tree and Caspian Are Not Aligned with MMLP Unitholders, Who Should Be Skeptical of their Motives Despite the compelling premium the MRMC Transaction will deliver for unitholders, Nut Tree and Caspian have announced their intent to oppose the transaction. We believe these hedge funds are objecting for self-serving reasons, motivated by their synthetic economic exposure to MMLP common units and Caspians ownership of MMLPs debt. Nut Tree a

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View this DEFA14A filing on SEC EDGAR