INTRODUCTION
This Amendment No. 1 to the Rule 13e-3 Transaction Statement on Schedule 13E-3 (as originally filed on October 25, 2024, and together with all exhibits thereto and hereto, this “Amended Transaction Statement”), is being filed with the Securities and Exchange Commission (the
“SEC”) by (i) Martin Midstream Partners L.P., a Delaware limited partnership (the “Partnership”), (ii) Martin Resource Management Corporation, a Texas corporation (“Parent”), (iii) MMGP Holdings LLC, a Delaware
limited liability company (“Holdings”), (iv) Martin Midstream GP LLC, a Delaware limited liability company (the “General Partner”), (v) MRMC Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), (vi)
Martin Resource LLC, a Delaware limited liability company (“Resource”), (vii) Cross Oil Refining & Marketing, Inc., a Delaware corporation (“Cross”), (viii) Martin Product Sales LLC, a Texas limited liability company
(“Martin Product”), (ix) Senterfitt Holdings Inc., a Texas corporation (“Senterfitt”), (x) Ruben S. Martin, III and (xi) Robert D. Bondurant. Collectively, the persons filing this Amended Transaction Statement are referred
to as the “filing persons” and the filing persons other than the Partnership are referred to as the “Buyer Filing Parties.”
This Amended Transaction Statement relates to the Agreement and Plan of Merger, dated as of October 3, 2024, by and among Parent, Merger
Sub, a wholly owned subsidiary of Parent, the General Partner, which is the general partner of the Partnership, and the Partnership (the “Merger Agreement”). Pursuant to the Merger Agreement, Merger Sub will merge with and into the
Partnership, with the Partnership surviving as a wholly owned subsidiary of Parent (the “Merger”). The Merger Agreement provides that, at the effective time of the Merger (the “Effective Time”), each issued and outstanding common
unit representing a limited partner interest in the Partnership (each, a “Common Unit”) other than Common Units owned by Parent and its subsidiaries, including the General Partner (each, a “Public Common Unit”), will be converted
into the right to receive $4.02 in cash without any interest (the “Merger Consideration”). The General Partner Interest (as defined in the Partnership Agreement (as defined below)) of the Partnership and the Common Units held by Parent or
its subsidiaries, as applicable, in each case that are issued and outstanding immediately prior to the Effective Time, will be unaffected by the Merger and will remain issued and outstanding, and no consideration will be delivered in respect
thereof. If the Merger is completed, the Common Units will no longer be listed on the Nasdaq Global Select market and the registration of the Common Units with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange
Act”) will be terminated.
The proposed Merger is a “Rule 13e-3 transaction” under
the rules of the SEC. As of October 21, 2024, the Buyer Filing Parties owned an aggregate of 10,149,785 Common Units, representing approximately 26% of the outstanding Common Units. Mr. Martin is the Chairman of the Board of Directors of
the General Partner and the President and Chief Executive Officer and a Director of Parent, and Mr. Bondurant is the President and Chief Executive Officer of the General Partner and a Director of Parent. Each of the other Buyer Filing Parties
may be deemed an affiliate of the Partnership as described in the Proxy Statement (as defined below). Concurrently with the execution of the Merger Agreement, the Partnership entered into Support Agreements with each of (i) Parent, Cross,
Resource and Martin Product, (ii) Senterfitt, (iii) Mr. Bondurant and (iv) Mr. Martin (collectively, the “Support Parties”), pursuant to which the Support Parties have agreed to vote or cause the 10,149,906 Common Units
held by the Support Parties in the aggregate, representing approximately 26% of the total issued and outstanding Common Units as of November 21, 2024, to be voted in favor of the Merger and the approval of the Merger Agreement (collectively,
the “Support Agreements”). The Support Agreements will not be sufficient to approve the Merger and the Merger Agreement on behalf of the holders of the Common Units, without also obtaining additional votes of other holders of Common Units.
The Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of the General Partner (the “GP
Board”), consisting of three independent directors that satisfy the requirements for membership on the Conflicts Committee that are set forth in the Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of
November 23, 2021 (the “Partnership Agreement”), and the Conflicts Committee Charter, has unanimously and in good faith (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement and the
Support Agreements, including the Merger, are (A) fair and reasonable to the Partnership and the holders of the Public Common Units (other than Senterfitt, Mr. Martin and the other directors and officers of Parent) (the “Partnership
Unaffiliated Unitholders”) and (B) in the best interests of the Partnership and the Partnership Unaffiliated Unitholders, (ii) approved (such approval constituting “Special Approval” for all purposes under the Partnership
Agreement, including Section 7.9(a) thereof) the Merger Agreement, the Support Agreements and the transactions contemplated by the Merger Agreement and the Support Agreements, including the Merger, (iii) recommended that the GP Board
approve the Merger Agreement, the Support Agreements, the execution, delivery and performance of the Merger Agreement and the Support Agreements and the consummation of the transactions contemplated by the Merger Agreement and the Support
Agreements, including the Merger, (iv) recommended that the GP Board submit the Merger Agreement and the Merger to a vote of the limited partners of the Partnership (the “Unitholders”), and (v) recommended, and recommended that
the GP Board resolve to recommend, approval of the Merger Agreement and the Merger by the Unitholders.
Following the receipt of the
recommendation of the Conflicts Committee, the GP Board unanimously and in good faith (i) determined that the Merger Agreement and the transactions contemplated by the Merger Agreement and the Support Agreements, including the Merger, are
(A) fair and reasonable to the Partnership and the Partnership Unaffiliated Unitholders and (B) in the best interests of the Partnership and the Partnership Unaffiliated Unitholders, (ii) approved the Merger Agreement, the Support
Agreements, the execution, delivery and performance of the Merger Agreement and the Support Agreements and the consummation of the transactions contemplated by the Merger Agreement and the Support Agreements, including the Merger,
(iii) authorized and directed that approval of the Merger Agreement and the Merger be submitted to a vote of the Unitholders and (iv) recommended approval of the Merger Agreement and the Merger by the Unitholders.
