Martin Midstream Partners L.P. (“MMLP”) announced it has filed a definitive proxy statement with the U.S. Securities and Exchange Commission in connection with Martin Resource Management Corporation’s (“MRMC”) pending acquisition of all of the outstanding MMLP common units other than common units already owned by MRMC and its subsidiaries, in an all-cash merger transaction whereby each unitholder will receive $4.02 per common unit. MMLP also launched a website, MaximizeValueforMMLP.com, which highlights the terms and benefits of the transaction and provides voting instructions for eligible unitholders.
The MMLP Special Meeting of unitholders is scheduled to take place on December 30, 2024, at 10:00 a.m. CT, at MMLP’s office located at 4200 B Stone Road, Kilgore, Texas 75662. Unitholders of record as of November 8, 2024 are entitled to vote at the meeting. All eligible unitholders will receive a copy of the definitive proxy statement in the mail, along with instructions on how to vote their units.
“The filing of the definitive proxy statement is an important milestone as we advance towards completing the transaction,” said Bob Bondurant, President and Chief Executive Officer of Martin Midstream GP LLC, the general partner of the Partnership (the “General Partner”). “The Conflicts Committee of the Board of Directors of the General Partner (the “GP Board”), which consists of three independent directors, conducted a thorough, nine-month evaluation with the support of independent legal and financial advisors and was diligent about considering the best path forward for MMLP. Ultimately, after extensive negotiations that resulted in a significantly improved proposal from MRMC, the Conflicts Committee unanimously and in good faith determined that the pending merger is fair and reasonable to, and in the best interests of, MMLP and the unaffiliated holders of MMLP common units. The transaction will deliver for unitholders a 34.00% premium to the market closing price prior to MRMC’s initial proposal on May 24, 2024, and an 11.33% premium to the trailing 30-trading day volume-weighted average price as of October 3, 2024, the date the merger agreement was executed. Notably, the transaction will deliver nearly a dollar more per unit than MRMC’s initial proposal. This is a terrific outcome for MMLP unitholders and the Conflicts Committee and the GP Board are unanimous in their support of the pending transaction.”
The Conflicts Committee and the GP Board unanimously recommend that unitholders use the WHITE proxy card or WHITE voting instruction form to vote “FOR” the proposal to approve the transaction and the merger agreement.
Additional information, including copies of the materials mailed to all eligible MMLP unitholders, is available at MaximizeValueforMMLP.com.
Advisors
The Conflicts Committee engaged Munsch Hardt Kopf & Harr, P.C., Potter Anderson & Corroon LLP, and Houlihan Lokey, Inc. as its legal and financial advisors. MRMC engaged Baker Botts L.L.P. and Wells Fargo Securities, LLC as its legal and financial advisors.
