M&A: MARTIN MIDSTREAM PARTNERS L.P.

Form Type: SCHEDULE 13D

Filing Date: 2024-12-30

Corporate Action: Merger

Type: Update

Accession Number: 000095017024141277

Comments: 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

Comments: 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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