Martin Midstream Partners L.P. to be acquired by Martin Resource Management Corporation

The Merger Agreement provides for an all-cash transaction whereby each holder of the Public Common Units would receive US$4.02 per common unit owned, representing a 34% premium to the market closing price prior to MRMC’s initial proposal made on May 24, 2024 and an 11.33% premium to the trailing 30-trading day volume-weighted average price.

The Board of Directors (GP Board) of Martin Midstream GP LLC, the general partner of MMLP (General Partner), delegated to the Conflicts Committee of the GP Board (Conflicts Committee), consisting solely of the GP Board’s three independent directors, the authority to review, evaluate and negotiate and approve the transaction on behalf of MMLP and the holders of the Public Common Units other than Ruben S. Martin III, the Chairman of the GP Board, the other directors and officers of MRMC, and Senterfitt Holdings Inc. (of which Mr. Martin is the sole stockholder) (Unaffiliated Unitholders). The Conflicts Committee, after evaluating the transaction with its independent legal and financial advisors, unanimously approved the transaction on behalf of MMLP and the Unaffiliated Unitholders and recommended to the GP Board that it approve the transaction. Following the receipt of the recommendation of the Conflicts Committee, the GP Board approved the transaction.

The transaction is expected to close by the end of 2024, subject to customary closing conditions, including regulatory approval and the approval by the holders of a majority of the outstanding common units. MRMC and its subsidiaries, as well as Mr. Martin, Senterfitt Holdings Inc. and Robert D. Bondurant, the President and Chief Executive Officer of the General Partner and member of the GP Board, have committed to vote their common units, which collectively represent approximately 26% of the outstanding common units, to approve the transaction.

MRMC expects to fund the aggregate merger consideration and related transaction costs through its existing cash on hand, cash flow prior to the closing of the transaction, borrowings under MRMC’s existing credit facility, under which MRMC expects to increase the revolving commitments and add a term loan in connection with the closing of the transaction, and from US$5 000 000 in loans from certain members of MRMC’s management team.

Read the article online at: https://www.worldpipelines.com/business-news/07102024/martin-midstream-partners-lp-to-be-acquired-by-martin-resource-management-corporation/