Martin Midstream Partners L.P. Files SC 13D/A Amendment

TL;DR

MLP filed 13D/A amendment 3. Ownership change incoming.

AI Summary

On May 24, 2024, Martin Midstream Partners L.P. filed an amendment (Amendment No. 3) to its Schedule 13D. This filing indicates a change in beneficial ownership of the company's common units. The filing was made by Martin Midstream Partners L.P. itself, suggesting internal adjustments or reporting requirements.

Why It Matters

This filing signals a change in the ownership structure or reporting of Martin Midstream Partners L.P., which could impact investor perception and the company's stock.

Risk Assessment

Risk Level: medium — Schedule 13D filings often indicate significant changes in beneficial ownership, which can lead to increased volatility and uncertainty for investors.

Key Players & Entities

• Martin Midstream Partners L.P. (company) — Subject Company
• Chris Booth (person) — Contact Person
• 4200 Stone Road, Kilgore, Texas 75662 (address) — Business Address

FAQ

Key Financial Figures

• $100.3 million — ing Persons estimate that approximately $100.3 million in cash will be required for Martin Res
• $3.05 — ubsidiaries at a cash purchase price of $3.05 per Common Unit. The Proposal is subjec

Filing Documents

• rubenmartinandsenterfitt-s.htm (SC 13D/A) — 49KB
• exhibitatoruben13-daxpropo.htm (EX-99.A) — 12KB
• 0001176334-24-000096.txt ( ) — 62KB

Security and Issuer

Item 1. Security and Issuer. Pursuant to Rule 13d-2 promulgated under the Securities Exchange Act of 1934, as amended, this Amendment No. 3 to Schedule 13D (this "Amendment No. 3") amends the Schedule 13D originally filed with the Securities and Exchange Commission on December 10, 2021 (the "Original Schedule 13D") (as amended by Amendment No. 1 to the Schedule 13D filed on March 24, 2022, Amendment No. 2 to the Schedule 13D filed on July 21, 2023 and this Amendment No. 3, the "Schedule"). This Schedule 13D relates to common units representing limited partnership interests ("Common Units") of Martin Midstream Partners L.P. (the "Issuer") beneficially held by the reporting person. The address of the principal executive offices of the Issuer is 4200 B Stone Road, Kilgore, Texas 75662. Any capitalized terms used and not defined herein shall have the meanings given to such terms in the Original Schedule 13D.

Source and Amount of Funds or Other Consideration

Item 3. Source and Amount of Funds or Other Consideration.

is hereby supplemented as follows

Item 3 is hereby supplemented as follows The Reporting Persons estimate that approximately $100.3 million in cash will be required for Martin Resource Management Corporation to acquire all of the outstanding Common Units not already owned by Martin Resource Management Corporation or its subsidiaries pursuant to the proposed transaction described in Item 4 below. Martin Resource Management Corporation intends to finance the proposed transaction with cash on hand and borrowings under its existing and additional credit facilities. The proposed transaction is not expected to be subject to any financing condition.

Purpose of Transaction

Item 4. Purpose of Transaction.

is hereby supplemented as follows

Item 4 is hereby supplemented as follows On May 24, 2024, Martin Resource Management Corporation submitted a non-binding proposal (the "Proposal") to acquire all of the outstanding Common Units not already owned by Martin Resource Management Corporation and its subsidiaries at a cash purchase price of $3.05 per Common Unit. The Proposal is subject to the terms and conditions as described therein. The foregoing description of the Proposal does not purport to be complete and is qualified in its entirety by reference to the full text of such proposal filed as Exhibit A to this Amendment No. 3, which is incorporated by reference herein.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer.

of the Original Schedule 13D is hereby amended and restated in its entirety as follows

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows (a) The aggregate number and percentage of the Common Units beneficially owned by each Reporting Person is stated in Items 11 and 13 on that Reporting Person's cover pages hereto. Together, Mr. Martin may be deemed the beneficial owner of 10,000,467 units, which represents 25.6% of the outstanding Common Units of the Issuer calculated based on 39,001,086 units outstanding as of April 23, 2024, and includes (i) 159,302 Common Units held of record directly by Mr. Martin, (ii) 3,726,607 Common Units held of record directly by Senterfitt, for which Mr. Martin is the sole shareholder and sole director and has sole voting and investment power and (iii) 6,114,532 Common Units held of record by Martin Resource Management Corporation, for which Mr. Martin is the chairman of the board of directors and its president, indirectly through its wholly-owned subsidiaries as follows 4,203,823 Common Units held directly by Martin Resource LLC, 1,021,265 Common Units held directly by Martin Product Sales LLC, and 889,444 Common Units held directly by Cross Oil Refining Marketing Inc. Senterfitt may be deemed the beneficial owner of 3,726,607 Common Units, which represents 9.6% of the outstanding Common Units of the Issuer calculated based on 39,001,086 units outstanding as of April 23, 2024. Each Reporting Person states that neither the filing of this Schedule nor anything herein shall be deemed an admission that such Reporting Person is, for purposes of Section 13 of the Securities Exchange Act of 1934, as amended, or otherwise, the beneficial owner of these Common Units. Each Reporting Person disclaims beneficial ownership of these Common Units, except to the extent of his pecuniary interest therein.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. The Proposal attached hereto as Exhibit A is hereby incorporated by reference. The summary of the Proposal contained in this Schedule 13D is qualified in its entirety by reference to the full text of the Proposal.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits. Exhibit A Written Proposal Letter, dated May 24, 2024, to the board of directors of Martin Midstream GP LLC (filed herewith) SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date May 24, 2024 RUBEN S. MARTIN, III s Ruben S. Martin, III SENTERFITT HOLDINGS INC. By s Ruben S. Martin, III Name Ruben S. Martin, III Title President

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View this SC 13D/A filing on SEC EDGAR