Nut Tree Capital Management and Caspian Capital Send Letter to Unitholders Reiterating Why Martin Midstream Partners L.P. Unitholders Should Vote "AGAINST" the Value Destructive Merger with Martin Resource Management Corp.

Rhea-AI Summary

Nut Tree Capital Management and Caspian Capital, holding approximately 13.6% of Martin Midstream Partners L.P. (MMLP) common units, have issued a letter urging unitholders to vote 'AGAINST' the proposed merger with Martin Midstream Resource (MRMC). The merger, valued at $4.02 per common unit, is scheduled for consideration at a unitholder meeting on December 30, 2024. The investors claim MMLP has made false and misleading statements to push through the merger, which they argue would enrich Ruben Martin and MRMC at the expense of other MMLP unitholders.

Positive

• None.

Negative

• Alleged false and misleading statements by MMLP management regarding merger
• Potential unfair deal price of $4.02 per unit according to major shareholders
• Claims of value destruction for common unitholders
• Concerns about management enrichment at expense of other unitholders

Insights

Financial Analyst

The opposition from major unitholders Nut Tree and Caspian (holding 13.6% combined stake) to MMLP's proposed $4.02 per unit merger with MRMC represents significant shareholder resistance to what they view as an undervalued deal. Their public campaign and legal representation by prominent firms signals a serious challenge to the transaction. The timing of this opposition letter just before the December 30 unitholder meeting creates pressure on management and could influence voting outcomes. This dispute highlights potential governance concerns and raises questions about fair value for minority unitholders in master partnership transactions. The market will closely watch whether this activist intervention can successfully block what major stakeholders consider a value-destructive merger.

Legal Expert

This shareholder dispute centers on critical corporate governance and fiduciary duty issues typical in MLP transactions where controlling interests may conflict with minority unitholder rights. The engagement of two prestigious law firms - Olshan Frome Wolosky and Latham & Watkins - suggests a well-resourced legal challenge to the merger's terms and disclosures. The allegations of false and misleading statements by MMLP management raise serious securities law implications. With significant institutional opposition and legal firepower aligned against the deal, this could potentially lead to litigation over the merger's fairness, delay the transaction, or force a price revision.

Letter Highlights False and Misleading Statements Made by MMLP in Attempt to Push Through Merger Enriching Ruben Martin and MRMC at Expense of Other MMLP Unitholders

NEW YORK, Dec. 16, 2024 /PRNewswire/ -- Nut Tree Capital Management L.P. ("Nut Tree") and Caspian Capital L.P. ("Caspian"), which together with their affiliates have combined exposure in Martin Midstream Partners L.P. (NASDAQ: MMLP) ("MMLP" or the "Company") of approximately 13.6% of the outstanding common units, today sent a letter to MMLP's common unitholders urging them to vote "AGAINST" the sale of MMLP to Martin Midstream Resource Corporation ("MRMC") for $4.02 per common unit (the "Merger") at the Company's upcoming meeting of unitholders scheduled for Monday, December 30, 2024 at 10:00 AM Central time.

The full text of the letter can be found here and is also available at www.ProtectMMLPValue.com.

Advisors
Olshan Frome Wolosky LLP and Latham & Watkins LLP are serving as legal counsel to Nut Tree and Caspian.

About Caspian Capital LP
Caspian Capital LP's absolute return strategy was founded in 1997 and is focused on performing, stressed, distressed corporate credit, and value equities. Caspian currently oversees $4.6 billion in assets under management.

About Nut Tree Capital Management LP
Nut Tree Capital, founded in 2015, implements a fundamentals-based strategy focused on distressed credit, stressed/event-driven credit and value equities. Nut Tree currently oversees $4 billion in assets.

Contacts
For Investors:
John Ferguson/Joe Mills
Saratoga Proxy Consulting LLC
(212) 257-1311/ (888) 368-0379
info@saratogaproxy.com 

For Media:
Jonathan Gasthalter/Nathaniel Garnick
Gasthalter & Co.
(212) 257-4170

 

View original content:https://www.prnewswire.com/news-releases/nut-tree-capital-management-and-caspian-capital-send-letter-to-unitholders-reiterating-why-martin-midstream-partners-lp-unitholders-should-vote-against-the-value-destructive-merger-with-martin-resource-management-corp-302332485.html

SOURCE Nut Tree Capital Management and Caspian Capital

FAQ

What is the proposed merger price per unit for MMLP shareholders?

The proposed merger price is $4.02 per common unit for MMLP shareholders.

When is MMLP's unitholder meeting to vote on the MRMC merger?

The unitholder meeting is scheduled for Monday, December 30, 2024, at 10:00 AM Central time.

What percentage of MMLP units do Nut Tree and Caspian collectively own?

Nut Tree Capital Management and Caspian Capital collectively hold approximately 13.6% of MMLP's outstanding common units.

Why are Nut Tree and Caspian opposing the MMLP merger?

They oppose the merger claiming it would destroy unitholder value and enrich Ruben Martin and MRMC at the expense of other MMLP unitholders, citing false and misleading statements by MMLP.