Martin Midstream Partners L.P. Files Definitive Additional Materials

TL;DR

MMLP filed more proxy docs, check for shareholder updates.

AI Summary

Martin Midstream Partners L.P. filed a DEFA14A on December 11, 2024, indicating it is a definitive additional material filing. The company, headquartered in Kilgore, TX, is involved in the wholesale of petroleum bulk stations and terminals.

Why It Matters

This filing provides updated or supplementary information to shareholders regarding proxy matters, which is crucial for their voting decisions.

Risk Assessment

Risk Level: low — This is a routine filing of proxy materials and does not indicate any immediate financial distress or significant operational changes.

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
• 9039836252 (phone_number) — Business Phone
• PO BOX 191 (location) — Mail Address

FAQ

Key Financial Figures

• $4.02 — to Unitholders The all-cash offer of $4.02 per common unit owned reflects a signif
• $9B — nsors Since 2018, there has been nearly $9Bn of total MLP product outflows Since 20
• $3.60 — Compared to Historical MMLP Unit Price $3.60 $3.62 $4.02 $3.29 $2.88 $3.60 Source: F
• $3.62 — red to Historical MMLP Unit Price $3.60 $3.62 $4.02 $3.29 $2.88 $3.60 Source: FactSet
• $3.29 — rical MMLP Unit Price $3.60 $3.62 $4.02 $3.29 $2.88 $3.60 Source: FactSet | Market da
• $2.88 — MMLP Unit Price $3.60 $3.62 $4.02 $3.29 $2.88 $3.60 Source: FactSet | Market data as
• $2.74 M — bound until the initial offer from MRMC $2.74 MMLP Conflicts Committee Ran Extensive Di
• $3.05 — g proposal for a cash purchase price of $3.05 per common unit June 21st, 2024 Nut Tre
• $4.00 — g proposal for a cash purchase price of $4.00 per common unit July 2nd, 2024 MMLP Con
• $4.75 — ered MRMC with a cash purchase price of $4.75 per common unit including a Majority of
• $3.25 — a proposal for a cash purchase price of $3.25 per common unit including a Simple Mino
• $4.35 — ered MRMC with a cash purchase price of $4.35 per common unit including a Majority of
• $3.70 — a proposal for a cash purchase price of $3.70 per common unit including a Simple Mino
• $4.50 — Committee for a cash purchase price of $4.50 per common unit August 2nd, 2024 MMLP C
• $4.25 — ered MRMC with a cash purchase price of $4.25 per common unit including a Majority of

Filing Documents

• d903936ddefa14a.htm (DEFA14A) — 66KB
• g903936txs10g1.jpg (GRAPHIC) — 103KB
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• g903936txs9g1.jpg (GRAPHIC) — 121KB
• 0001193125-24-275575.txt ( ) — 2909KB

: On December 11, 2024, Martin Midstream Partners L.P. issued the following press release

Item 1: On December 11, 2024, Martin Midstream Partners L.P. issued the following press release: Martin Midstream Partners L.P. Files Investor Presentation Highlights the Reasons Why the Pending Transaction Maximizes Value and is in the Best Interests of Unitholders Urges Unitholders to Vote FOR Transaction in Advance of Special Meeting of Unitholders on December 30, 2024 KILGORE, Texas December 11, 2024 Martin Midstream Partners L.P. (MMLP) (Nasdaq: MMLP) today announced the filing of an investor presentation with the U.S. Securities and Exchange Commission highlighting that the Companys pending transaction with Martin Resource Management Corporation (MRMC) maximizes value for and is in the best interests of unitholders. The Conflicts Committee and the Board of Directors of Martin Midstream GP LLC (the GP Board) unanimously recommend that unitholders use the WHITE proxy card or WHITE voting instruction form to vote FOR the transaction in advance of the upcoming MMLP Special Meeting of unitholders, which is scheduled for December 30, 2024. The presentation can be found at MaximizeValueforMMLP.com . Highlights of the presentation include: The Transaction Is the Culmination of an Extensive Review Process Led by the Conflicts Committee The Conflicts Committee, which consists of three entirely independent directors, conducted a robust review of the MRMC transaction to maximize value. 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, resulting in a transaction price that is nearly one dollar per unit more than the original offer price. The Conflicts Committee and GP Board unanimously and in good faith determined that the MRMC transaction is fair to and in the best interests of MMLP and unaf

FORWARD-LOOKING STATEMENTS

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 MRMCs 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 MMLPs future cash flows and operations, (iii) MMLPs 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 MMLPs 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 MMLPs annual and quarterly reports filed from time to time with the SEC as well as MMLPs definitive proxy statement filed with the SEC on November 27, 2024. Forward-looking statements speak only as of the date they are made, and MML

: Also on December 11, 2024,

Item 2: Also on December 11, 2024, Martin Midstream Partners L.P. made available the following presentation: December 2024 MRMC Transaction Presents Best Opportunity for Unaffiliated Unitholders to Maximize Value Disclaimers Contact Information Corporate Headquarters Martin Midstream Partners L.P. 4200 B Stone Road Kilgore, TX 75662 Website www.MMLP.com Investor Relations Contact us at (877) 256-6644 or e-mail us at investor.relations@mmlp.com Use of Non-GAAP Financial Measures This presentation includes certain non-GAAP financial measures not calculated in accordance with GAAP such as EBITDA. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be different from similarly titled non-GAAP financial measures used by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they adjust for charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as an alternative to, financial measures prepared in accordance with GAAP. MMLP's management believes that these non-GAAP financial measures may provide useful information to investors regarding MMLP's financial condition and results of operations as they provide another measure of the profitability and ability to service its debt and are considered important measures by financial analysts covering MMLP and its peers. MMLP has not provided a reconciliation to comparable GAAP financial information on a forward-looking basis because it would require MMLP to create estimated GAAP financial information, which would entail unreasonable effort. Adjustments required to reconcile forward-looking non-GAAP measures cannot be predicted with reasonable certainty but may include, among others, costs related to debt amendments and unusual charges, expenses and gains. Some or all of those adjustments could be significant. Forward-Look

View Full Filing

View this DEFA14A filing on SEC EDGAR