M&A - MARTIN MIDSTREAM PARTNERS L.P.

Form Type: SCHEDULE 13D

Filing Date: 2024-12-30

Corporate Action: Merger

Type: Update

Accession Number: 000095017024141277

Filing Summary: This Schedule 13D serves as Amendment No. 7 to the joint statement previously filed by Martin Resource Management Corporation and related parties, confirming the termination of the previously disclosed Merger Agreement dated October 3, 2024. The termination was agreed upon through a Termination Agreement executed on December 26, 2024, which also concluded the related Support Agreement. The document outlines the beneficial ownership of common units representing limited partner interests as of December 26, 2024, indicating the total number of outstanding units at 39,001,086. Various entities within the reporting group hold percentages of these units, with Martin Resource LLC owning 10.8%, Cross Oil Refining & Marketing 2.3%, and Martin Product Sales LLC 2.6%. The amendment signals ongoing evaluations for potential further transactions involving a possible acquisition of remaining Common Units, which could affect their listing status. The document includes details of unit purchases by key individuals under a benefit plan, and refers to an attached Exhibit detailing the Termination Agreement and accompanying disclosures.

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Form Type: DEFA14A

Filing Date: 2024-12-23

Corporate Action: Merger

Type: New

Accession Number: 000119312524283687

Filing Summary: Martin Midstream Partners L.P. encourages unitholders to vote 'FOR' the pending merger transaction with Martin Resource Management Corporation (MRMC). Leading proxy advisory firms ISS and Glass Lewis support this recommendation, asserting that the transaction maximizes value and offers a substantial premium for unitholders. The proposal includes a 34% premium over MMLP's closing price before MRMC's proposal, along with strong validation from financial assessments comparing MMLP's valuation to historical trading multiples. Despite concerns raised by critics Nut Tree and Caspian, the MMLP Conflicts Committee, backed by independent advisors, argues that rejecting the merger would lead to significant value loss for unitholders. The upcoming special meeting for unitholder voting is set for December 30, 2024, and MMLP urges all participants to utilize the WHITE proxy card to ensure their vote counts. The communication emphasizes the urgency and importance of participation in this decision-making process, which directly impacts the shareholders' interests.

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Form Type: DEFC14A

Filing Date: 2024-11-27

Corporate Action: Merger

Type: New

Accession Number: 000092189524002836

Filing Summary: Nut Tree Capital Management L.P. and Caspian Capital L.P. are soliciting proxies from unitholders of Martin Midstream Partners L.P. to vote against a proposed merger with Martin Resource Management Corporation. The merger is set for December 30, 2024, at the Company's office in Kilgore, Texas. The proposed agreement, dated October 3, 2024, would see a subsidiary of MRMC merge with MMLP, converting each outstanding common unit into $4.02 in cash. Nut Tree and Caspian argue that this price grossly undervalues the company and the merger is not in the best interest of MMLP unitholders. They cite concerns over the fairness of the valuation, particularly in relation to comparable market multiples, the potential for increased future distributions, and undisclosed assets that may hold significant value, advocating instead for a rejection of the merger proposals during the special meeting.

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Form Type: CORRESP

Filing Date: 2024-11-21

Corporate Action: Merger

Type: Update

Accession Number: 000119312524263505

Filing Summary: On November 21, 2024, Martin Midstream Partners L.P. submitted correspondence in response to comments from the SEC regarding its Schedule 13E-3 and Preliminary Proxy Statement, both filed on October 25, 2024. The Partnership addressed several key points raised by the SEC, such as the background of the merger process that began in the fall of 2023, including discussions and considerations involving the Parent Group and financial advisors. The correspondence clarified the timing of amendments to Schedule 13D by related parties, asserting compliance with relevant regulations. Furthermore, the Partnership revised various sections of the Amended Proxy Statement, detailing the fairness determination of the merger, additional financial projections, and the consent of financial advisors to use their opinions in the documentation. The letter notes ongoing engagement with the SEC and adjustments made in response to their comments, highlighting the Partnership's commitment to transparency and regulatory compliance throughout the merger process.

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