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

TL;DR

MLP filed 13D/A, ownership update. No major changes disclosed yet.

AI Summary

On October 3, 2024, Martin Midstream Partners L.P. filed an amendment (Amendment No. 4) to its Schedule 13D. This filing indicates a change in beneficial ownership of the common units representing limited partnership interests. The filing does not disclose specific dollar amounts or new beneficial owners but updates the reporting status.

Why It Matters

This filing updates the market on significant changes in the ownership structure of Martin Midstream Partners L.P., which could influence investor decisions and the company's strategic direction.

Risk Assessment

Risk Level: medium — Schedule 13D filings often signal significant shifts in control or strategy, which can introduce volatility and uncertainty for investors.

Key Players & Entities

• MARTIN MIDSTREAM PARTNERS L.P. (company) — Subject Company
• Chris Booth (person) — Contact Person

FAQ

Key Financial Figures

• $5.0 million — ith the closing of the Merger, and from $5.0 million in loans from certain members of MRMC's
• $132.2 million — ing person estimates that approximately $132.2 million in cash will be required for MRMC to ac
• $4.02 — be converted into the right to receive $4.02 in cash without any interest thereon (t

Filing Documents

• rubenmartinandsenterfittho.htm (SC 13D/A) — 56KB
• 0001176334-24-000124.txt ( ) — 58KB

Security and Issuer

Item 1. Security and Issuer. No changes to this Item.

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 Pursuant to the Merger Agreement (as defined below), the funding for the Merger (as defined below) described in Item 4 of this Amendment No. 4 (which Item 4 is incorporated herein by reference) and related transaction costs is expected to consist of existing cash on hand, cash flow prior to the closing of the Merger, borrowings under Martin Resource Management Corporation's, a Texas corporation ("MRMC"), existing credit facility, under which MRMC expects to increase the revolving commitments and add a term loan in connection with the closing of the Merger, and from $5.0 million in loans from certain members of MRMC's management team . The reporting person estimates that approximately $132.2 million in cash will be required for MRMC to acquire all of the outstanding Common Units not already owned by MRMC or its subsidiaries, excluding transaction costs. The proposed transaction is not 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 Merger Agreement On October 3, 2024, the Issuer entered into an Agreement and Plan of Merger (the "Merger Agreement") with MRMC, MRMC Merger Sub LLC, a Delaware limited liability company and wholly owned subsidiary of MRMC ("Merger Sub"), and Martin Midstream GP LLC, a Delaware limited liability company and the general partner of the Issuer (the "General Partner"), pursuant to which Merger Sub will merge with and into the Issuer, with the Issuer surviving as a wholly owned subsidiary of MRMC (the "Merger"). Under the terms of the Merger Agreement, at the effective time of the Merger, each issued and outstanding Common Unit other than Common Units owned by MRMC, the Issuer and their respective subsidiaries (each, a "Public Common Unit") will be converted into the right to receive $4.02 in cash without any interest thereon (the "Merger Consideration"). In connection with the Merger, (i) the General Partner's non-economic general partner interest in the Issuer and (ii) the Common Units owned by MRMC and its subsidiaries, in each case, shall not be cancelled, shall not be converted into the right to receive the Merger Consideration and shall remain outstanding following the Merger. Immediately prior to the effective time of the Merger, all restricted units, phantom units and phantom unit appreciation rights outstanding immediately prior to the effective time will fully vest, and each holder of such units and appreciation rights will receive an amount equal to the Merger Consideration with respect to each such unit or appreciation right that becomes vested pursuant to the terms of the Merger Agreement. The Merger Agreement contains customary representations and warranties from the parties, and each party has agreed to customary covenants, including, among others, covenants relating to (i) the conduct of business during the interim period between the execution of the Merger Agreement and the effective time of the Merger a

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer. No changes to this Item.

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 information provided or incorporated by reference in Item 4 is hereby incorporated by reference herein.

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits.

is hereby supplemented as follows

Item 7 is hereby supplemented as follows Exhibit B Agreement and Plan of Merger, dated October 3, 2024, by and among Martin Resource Management Corporation, MRMC Merger Sub LLC, Martin Midstream GP LLC and Martin Midstream Partners L.P. (incorporated by reference to Exhibit 2.1 to the Issuer's Current Report on Form 8-K filed on October 3, 2024). Exhibit C Support Agreement, dated October 3, 2024, by and between Martin Midstream Partners L.P. and Ruben S. Martin, III (incorporated by reference to Exhibit 10.3 to the Issuer's Current Report on Form 8-K filed on October 3, 2024). Exhibit D Support Agreement, dated October 3, 2024, by and between Martin Midstream Partners L.P. and Senterfitt Holdings Inc. (incorporated by reference to Exhibit 10.2 to the Issuer's Current Report on Form 8-K filed on October 3, 2024). 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 October 3, 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

View Full Filing

View this SC 13D/A filing on SEC EDGAR