Martin Midstream Partners L.P. Files Investor Presentation

Rhea-AI Summary

Martin Midstream Partners (MMLP) announced the filing of an investor presentation regarding its pending transaction with Martin Resource Management (MRMC). The deal offers $4.02 per common unit, representing a 34% premium to MMLP's closing price before MRMC's initial proposal on May 24, 2024. The transaction resulted from a nine-month review process with seven rounds of price negotiations.

The deal implies a total enterprise value/expected 2025 EBITDA multiple of 5.4x, surpassing MMLP's historical trading multiple of 4.6x. Management forecasts flat growth with ~0% EBITDA CAGR from 2025-2028. The company prioritizes debt reduction over distribution increases. The Conflicts Committee and Board unanimously recommend unitholders vote 'FOR' the transaction at the Special Meeting on December 30, 2024.

Positive

• 34% premium offered over pre-announcement price ($4.02 per unit)
• 41.3% premium to 30-day VWAP before announcement
• 5.4x enterprise value/2025 EBITDA multiple, higher than historical 4.6x multiple
• Transaction price negotiated up by nearly $1 per unit from initial offer

Negative

• Flat growth forecast with 0% EBITDA CAGR for 2025-2028
• No anticipated material increase in distributions
• Minimal trading liquidity issues
• Prohibitively expensive refinancing costs for existing bonds
• growth prospects requiring near-term de-levering

Insights

Financial Analyst

The proposed $4.02 per unit buyout by MRMC represents a compelling opportunity for MMLP unitholders. The 34% premium to pre-announcement price and 41.3% premium to 30-day VWAP are substantial, especially considering MMLP's challenging outlook. The 5.4x EV/EBITDA multiple exceeds historical trading levels of 4.6x, offering fair value for a business projecting flat growth through 2028.

Several factors make this deal particularly attractive: MMLP's trading liquidity, the declining appeal of MLPs to investors and significant refinancing challenges ahead. With management focused on debt reduction rather than distribution growth, standalone prospects appear MRMC's control of the General Partner effectively eliminates the possibility of competing bids, making this the best achievable outcome for unitholders.

Legal Expert

The transaction process demonstrates strong corporate governance and fiduciary duty fulfillment. Key protective measures include:

• A fully independent Conflicts Committee conducting a nine-month review
• Multiple rounds of price negotiations resulting in nearly $1.00 per unit improvement
• Independent legal and financial advisors providing guidance

The unanimous approval from both the Conflicts Committee and GP Board, coupled with the detailed disclosure of process and rationale, suggests a thorough evaluation of unitholder interests. The structure as an all-cash transaction provides certainty of value and clean exit for unitholders.

Highlights the Reasons Why the Pending Transaction Maximizes Value and is in the Best Interests of Unitholders

Urges Unitholders to Vote “FOR” Transaction in Advance of Special Meeting of Unitholders on December 30, 2024

KILGORE, Texas--(BUSINESS WIRE)-- Martin Midstream Partners L.P. (“MMLP”) (Nasdaq: MMLP) today announced the filing of an investor presentation with the U.S. Securities and Exchange Commission highlighting that the Company’s pending transaction with Martin Resource Management Corporation (“MRMC”) maximizes value for and is in the best interests of unitholders. The Conflicts Committee and the Board of Directors of Martin Midstream GP LLC (the “GP Board”) unanimously recommend that unitholders use the WHITE proxy card or WHITE voting instruction form to vote “FOR” the transaction in advance of the upcoming MMLP Special Meeting of unitholders, which is scheduled for December 30, 2024.

The presentation can be found at MaximizeValueforMMLP.com.

Highlights of the presentation include:

The Transaction Is the Culmination of an Extensive Review Process Led by the Conflicts Committee

• The Conflicts Committee, which consists of three entirely independent directors, conducted a robust review of the MRMC transaction to maximize value.
• With support from independent legal and financial advisors, the Conflicts Committee worked hard to negotiate in the best interests of MMLP and all unitholders, including MMLP’s unaffiliated unitholders.
• The thorough review took place over nine months and involved seven rounds of price negotiations with MRMC, resulting in a transaction price that is nearly one dollar per unit more than the original offer price.
• The Conflicts Committee and GP Board unanimously and in good faith determined that the MRMC transaction is fair to and in the best interests of MMLP and unaffiliated holders of MMLP common units.

The Transaction Delivers Superior and Certain Cash Value, and Immediate Liquidity to Unitholders

• The all-cash offer of $4.02 per common unit owned reflects a significant 34.0% premium to MMLP’s market closing price prior to MRMC’s initial proposal made on May 24, 2024, and a 41.3% premium to MMLP’s trailing 30-day volume weighted average price (“VWAP”) prior to the initial announcement on May 24, 2024, meaningfully exceeding the premium delivered in precedent transactions.
• This valuation implies a total enterprise value / expected 2025 EBITDA multiple of 5.4x, which represents a robust uplift relative to MMLP’s historical trading multiple of 4.6x.

The Transaction Is the Best Available Alternative; MMLP Does Not Expect Near-Term Increases in Distributions

• The MRMC transaction is expected to deliver far greater value than MMLP could deliver on a standalone basis.
• MMLP Management forecasts flat growth for the foreseeable future, projecting a ~0% EBITDA CAGR from 2025-2028 and no anticipated future drop downs from MRMC.
• MMLP upside remains severely limited given minimal trading liquidity and diminished appeal of MLP structure with investors.
• Balance Sheet improvement remains management’s primary objective with no anticipated near-term material increase in distributions. Given a refinancing of MMLP’s existing bonds would be prohibitively expensive, the primary objective is to pay down existing debt with cash flow from operations.
• Additionally, MMLP’s limited growth prospects only exacerbate the need for near-term de-levering.

There Is No Realistic Path for MMLP to Complete a Transaction with Another Party

• MRMC owns 100% of the General Partner interests in MMLP, giving it ultimate control and veto power regarding the sale of the General Partner.
• The purchase of MMLP by an outside party would likely necessitate the purchase of the General Partner.
• MRMC has repeatedly stated that neither the General Partner nor its General Partner ownership interest in MMLP is for sale and therefore MMLP cannot complete a transaction with another party.

The Conflicts Committee and GP Board unanimously recommend that unitholders vote “FOR” the proposal to approve the transaction and the merger agreement.

Unitholders who have questions or would like additional information or assistance voting their units should contact Martin Midstream Partners L.P.’s proxy solicitor:

Innisfree M&A Incorporated
Toll-free at (877) 750-8334 (from the U.S. and Canada)
or at +1 (412) 232-3651 (from other countries)

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.

About MMLP

Martin Midstream Partners L.P. (NASDAQ: MMLP) headquartered in Kilgore, Texas, is a publicly traded limited partnership with a diverse set of operations focused primarily in the Gulf Coast region of the United States. MMLP’s primary business lines include: (1) terminalling, processing, and storage services for petroleum products and by-products; (2) land and marine transportation services for petroleum products and by-products, chemicals, and specialty products; (3) sulfur and sulfur-based products processing, manufacturing, marketing, and distribution; and (4) marketing, distribution, and transportation services for natural gas liquids and blending and packaging services for specialty lubricants and grease. To learn more, visit www.MMLP.com. Follow Martin Midstream Partners L.P. on LinkedIn, Facebook, and X (formerly known as Twitter).

About MRMC

MRMC, through its various subsidiaries, is an independent provider of marketing and distribution of hydrocarbon and hydrocarbon by-products including asphalt, diesel, natural gas liquids (“NGLs”), crude oil, base and process oils, and other bulk tank liquids. Martin Resource LLC is a wholly owned subsidiary of MRMC that does not engage in any business other than owning 100% of the equity interests in the General Partner. Cross Oil Refining & Marketing, Inc. is a wholly owned subsidiary of MRMC and is engaged in the business of providing base and process oils. Martin Product Sales LLC is a wholly owned subsidiary of MRMC and is engaged in the business of marketing and distributing commodities including asphalt, NGLs, and other petroleum based products.

FORWARD-LOOKING STATEMENTS

This press release includes “forward-looking statements” as defined by the Securities and Exchange Commission (the “SEC”). Forward-looking statements are identified by words such as “anticipate,” “believe,” “expect,” “intend,” “may,” “plan,” “should,” “will” or similar expressions. These forward-looking statements and all references to the transaction described herein rely on a number of assumptions concerning future events and are subject to a number of uncertainties, including (i) the ability of the parties to consummate the transaction in the anticipated timeframe or at all, including MRMC’s ability to fund the aggregate merger consideration; risks related to the satisfaction or waiver of the conditions to closing the transaction in the anticipated timeframe or at all; risks related to obtaining the requisite regulatory approval and MMLP unitholder approval; disruption from the transaction making it more difficult to maintain business and operational relationships; significant transaction costs associated with the transaction; and the risk of litigation and/or regulatory actions related to the transaction, (ii) uncertainties relating to MMLP’s future cash flows and operations, (iii) MMLP’s ability to pay future distributions, (iv) future market conditions, (v) current and future governmental regulation, (vi) future taxation, and (vii) other factors, many of which are outside MMLP’s control, which could cause actual results to differ materially from such statements. While MMLP believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in anticipating or predicting certain important factors. A discussion of these factors, including risks and uncertainties, is set forth in MMLP’s annual and quarterly reports filed from time to time with the SEC as well as MMLP’s definitive proxy statement filed with the SEC on November 27, 2024. Forward-looking statements speak only as of the date they are made, and MMLP disclaims any intention or obligation to revise any forward-looking statements, including financial estimates, whether as a result of new information, future events, or otherwise except where required to do so by law.

IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION

In connection with the proposed merger, MMLP has filed with the SEC and furnished to MMLP’s unitholders the definitive proxy statement on Schedule 14A and a proxy card. MMLP, MRMC and certain of their affiliates have jointly filed a transaction statement on Schedule 13E-3 (the “Schedule 13E-3”) with the SEC. This material is not a substitute for the Merger Agreement, the proxy statement or the Schedule 13E-3 or for any other document that MMLP has filed with the SEC in connection with the proposed transaction. The final proxy statement was mailed to MMLP’s unitholders on or about November 27, 2024 to the unitholders of record as of the close of business on November 8, 2024. BEFORE MAKING ANY VOTING DECISION, MMLP’S UNITHOLDERS ARE URGED TO READ THE MERGER AGREEMENT, THE PROXY STATEMENT AND THE SCHEDULE 13E-3 AND ANY OTHER DOCUMENTS FILED WITH THE SEC IN CONNECTION WITH THE PROPOSED MERGER OR INCORPORATED BY REFERENCE IN THE PROXY STATEMENT OR SCHEDULE 13E-3 (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED MERGER.

Investors and security holders may obtain free copies of the proxy statement and other relevant documents filed with the SEC by MMLP through the website maintained by the SEC at www.sec.gov. In addition, the proxy statement, the Schedule 13E-3, and other documents filed with the SEC by MMLP are available free of charge through MMLP’s website at www.MMLP.com, in the “Investor Relations” tab, or by contacting MMLP’s Investor Relations Department at (877) 256-6644.

PARTICIPANTS IN THE SOLICITATION

MMLP and the directors and executive officers of MMLP’s general partner, and MRMC and its directors and executive officers, may be deemed to be participants in the solicitation of proxies from MMLP’s unitholders in respect of the proposed merger. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the unitholders of MMLP in connection with the proposed transaction, including a description of their direct or indirect interests, by security holdings or otherwise, are included in the proxy statement, as filed with the SEC on November 27, 2024, and other relevant materials filed with the SEC. Information about the directors and executive officers of MMLP’s general partner and their ownership of MMLP common units is also set forth in MMLP’s Form 10-K for the year ended December 31, 2023, as previously filed with the SEC on February 21, 2024. To the extent that their holdings of MMLP’s common units have changed since the amounts set forth in MMLP’s Form 10-K, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Free copies of these documents may be obtained as described in the paragraphs above.

View source version on businesswire.com: https://www.businesswire.com/news/home/20241211410004/en/

Investor Relations Contact:

Sharon Taylor

Executive Vice President and Chief Financial Officer

(877) 256-6644

ir@mmlp.com



Media Contact:

Andrew Siegel / Melissa Johnson / Jenna Shinderman

Joele Frank

212.355.4449

Source: Martin Midstream Partners L.P.

FAQ

What is the offer price per unit in MMLP's merger with MRMC?

MRMC is offering $4.02 per common unit in an all-cash transaction.

When is MMLP's Special Meeting of unitholders for the merger vote?

The Special Meeting is scheduled for December 30, 2024.

What premium does MMLP's merger price represent to pre-announcement trading?

The offer represents a 34% premium to MMLP's closing price before the May 24, 2024 proposal, and a 41.3% premium to the 30-day VWAP.

What is MMLP's projected EBITDA growth rate for 2025-2028?

Management forecasts approximately 0% EBITDA CAGR from 2025-2028, indicating flat growth.

Will MMLP increase unitholder distributions in the near term?

No, MMLP does not anticipate any near-term material increase in distributions as debt reduction remains the primary objective.