Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): December 26, 2024

MARTIN MIDSTREAM PARTNERS L.P.

(Exact name of Registrant as specified in its charter)

Delaware

000-50056

05-0527861

(State or other jurisdiction of incorporation

or organization)

(Commission file number)

(I.R.S. employer identification number)

4200 B Stone Road

Kilgore, Texas 75662

(Address of principal executive offices) (Zip code)

Registrant's telephone number, including area code: (903) 983-6200

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐						Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


☐						Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


☐						Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


☐						Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Units representing limited partnership interests	MMLP	The NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the

Exchange Act. o


Item 1.02						Termination of a Material Definitive Agreement.

As previously disclosed, on October 3, 2024, Martin Midstream Partners L.P. (the “Partnership”), Martin Resource Management Corporation(“Parent”), Martin Midstream GP LLC, the general partner of the Partnership (the “General Partner”), and MRMC Merger Sub LLC, a wholly owned subsidiary of Parent (“Merger Sub”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) pursuant to which Merger Sub agreed to merge with and into the Partnership, with the Partnership surviving as a wholly owned subsidiary of Parent (the “Merger”).

On December 26, 2024, Parent and the Partnership (with the approval of the Conflicts Committee of the Board of Directors of the General Partner) entered into a termination agreement (the “Termination Agreement”), pursuant to which the Merger Agreement was terminated. As a result, the Merger Agreement will be of no further force and effect, and the Support Agreements (as defined in the Merger Agreement) terminated in accordance with their terms.

As a result of the termination of the Merger Agreement, the special meeting of the unitholders of the Partnership, which was to be held on December 30, 2024 for the purpose of voting on the Merger Agreement and the Merger (the “Special Meeting”), will not take place.

The proposed Merger was a “going-private” transaction under the rules of the Securities and Exchange Commission (the “SEC”). As of the close of business on November 8, 2024, the record date for the Special Meeting, approximately 26.0% of the Partnership’s common units were owned collectively by Parent (indirectly through certain of its subsidiaries), Ruben S. Martin, III (the Chairman of the Board of Directors of the General Partner), Senterfitt Holdings Inc., a corporation wholly owned by Mr. Martin, and Robert D. Bondurant (the President and Chief Executive Officer of the General Partner). Mr. Martin is also the President and Chief Executive Officer and a Director of Parent, and Mr. Bondurant is also a Director of Parent.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Merger Agreement, a copy of which was previously filed with the Securities and Exchange Commission as Exhibit 2.1 to the Partnership’s Current Report on Form 8-K filed on October 3, 2024 and is incorporated herein by reference. In addition, the foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the Termination Agreement, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.


Item 7.01.			Regulation FD Disclosure.

On December 26, 2024, the Partnership issued a press release announcing the termination of the Merger Agreement and the cancellation of the Special Meeting.

The press release is included herein as Exhibit 99.1 and is incorporated herein by reference.

In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 disclosure, including Exhibit 99.1, is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.


Item 9.01						Financial Statements and Exhibits.

(d) Exhibits

In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached Exhibit 99.1 and Exhibit 99.2 is deemed to be “furnished” and shall not be deemed to be “filed” for purposes of

Section 18 of the Exchange Act.


Exhibit Number						Description
10.1						Termination Agreement between Martin Resource Management Corporation and Martin Midstream Partners L.P., dated December 26, 2024
99.1						Press release dated December 26, 2024
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

MARTIN MIDSTREAM PARTNERS L.P.

By: Martin Midstream GP LLC,

Its General Partner

Date: December 26, 2024

By: /s/ Sharon L. Taylor

Sharon L. Taylor

Executive Vice President and

Chief Financial Officer

Exhibit 10.1

December 26, 2024

Via Email

Martin Midstream Partners L.P.
4200 B Stone Road
Kilgore, Texas 75662
Attention: Robert D. Bondurant
Email: bob.bondurant@martinmlp.com

C/O Munsch Hardt Kopf & Harr, P.C.
500 N. Akard Street, Suite 4000

Dallas, Texas 75201

Attention: A. Michael Hainsfurther

Email: mhainsfurther@munsch.com

RE: Termination of the Agreement and Plan of Merger, dated as of October 3, 2024 (the “Merger Agreement”), by and among Martin Resource Management Corporation (“MRMC”), Martin Midstream Partners L.P. (“MMLP”), MRMC Merger Sub LLC (“Merger Sub”) and Martin Midstream GP LLC

Dear Mr. Bondurant,

MRMC, on behalf of itself and Merger Sub, hereby requests to terminate the Merger Agreement pursuant to Section 8.1(a) of the Merger Agreement on the terms and conditions set forth in this Letter Agreement (this “Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

1.Termination. Effective immediately as of the date hereof (the “Effective Date”):

(a)all rights and obligations between the Parties under the Merger Agreement are forever and irrevocably terminated and extinguished, and no Party shall have any further rights, obligations or liabilities under or in connection with the Merger Agreement; and

(b)each Party hereby waives and releases the other Party from any and all claims, demands, legal proceedings or actions that may exist, arise or be threatened currently or in the future at any time following the Effective Date, whether or not of a type contemplated by either Party, and whether based on federal, state, local, statutory or common law or any other applicable law, and any and all losses, liabilities, damages, costs, judgments, settlements and expenses, including interest and penalties with respect thereto and reasonable attorneys’ and accountants’ fees and expenses, in each case, arising from or in connection with the Merger Agreement or termination thereof.

2.Miscellaneous.

(a)This Agreement constitutes the entire agreement between the Parties, and includes all promises, express or implied, and supersedes all other prior agreements, written or oral, between the Parties relating to the subject matter hereof.

(b)The provisions of Sections 8.2, 9.2, 9.5, 9.7, 9.9 and 9.10 of the Merger Agreement shall apply to this Agreement as if incorporated herein mutatis mutandis on the basis that references therein to the Merger Agreement are to this Agreement.

(c)Except as expressly contemplated by this Agreement, nothing in this Agreement shall entitle any party other than the Parties to any claim, cause of action, remedy or right of any kind.

(d)This Agreement shall be binding upon and shall inure to the benefit of both Parties and their permitted successors and assigns.

If MMLP acknowledges and agrees to the termination of the Merger Agreement on the terms and conditions set out in this Agreement, please sign and return to us a countersigned copy of this letter.

[Remainder of page intentionally left blank.]

Sincerely,

Martin Resource Management Corporation

By: /s/ Ruben S. Martin, III

Name: Ruben S. Martin, III

Title: President and Chief Executive Officer

cc:
Baker Botts L.L.P.

2001 Ross Street, Suite 900

Dallas, Texas 75201

Attention: Preston Bernhisel

Email: preston.bernhisel@bakerbotts.com

[Signature Page to Letter Agreement]

ACKNOWLEDGED AND AGREED:

Martin Midstream Partner L.P.
By: Martin Midstream GP LLC,
its general partner

By /s/ Robert D. Bondurant
Name: Robert D. Bondurant
Title: President and Chief Executive Officer

[Signature Page to Letter Agreement]

Exhibit 99.1

Martin Midstream Partners L.P. Announces Termination of Merger Agreement

and Cancellation of Special Meeting

December 26, 2024

KILGORE, Texas—(BUSINESS WIRE)— Martin Midstream Partners L.P. (“MMLP”) (Nasdaq: MMLP) today announced the termination of the previously announced Agreement and Plan of Merger (the “Merger Agreement”), dated October 3, 2024, with Martin Resource Management Corporation (“MRMC”), pursuant to which MRMC would have acquired all of the outstanding common units of MMLP not already owned by MRMC and its subsidiaries (the “Merger”). The Merger Agreement was terminated by the mutual written consent of MRMC and MMLP (with the approval of the Conflicts Committee of the Board of Directors of Martin Midstream GP LLC (the “General Partner”)) pursuant to the terms of the Merger Agreement. MMLP will continue to operate as a standalone publicly traded company.

MMLP also announced the cancellation of its special meeting of unitholders scheduled for December 30, 2024 and the withdrawal from consideration by MMLP unitholders of the proposals set forth in MMLP’s definitive proxy statement filed with the Securities and Exchange Commission on November 27, 2024.

Bob Bondurant, President and Chief Executive Officer of the General Partner said, “We appreciate the feedback we have received from unitholders during our extensive outreach and engagement over the last several weeks. We greatly value unitholders’ perspectives and are pleased that unitholders have confidence in the future of MMLP as a standalone company. We will continue to focus on executing our long-term strategy, including strengthening the balance sheet through debt reduction and improving operating results, to create value for unitholders.”

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).

Investor Relations Contact:

Sharon Taylor

Executive Vice President and Chief Financial Officer

(877) 256-6644

ir@mmlp.com

Source: Martin Midstream Partners L.P.

Cover	Dec. 26, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Dec. 26, 2024
Entity Registrant Name	MARTIN MIDSTREAM PARTNERS L.P.
Entity Incorporation, State	DE
Entity File Number	000-50056
Entity Tax Identification Number	05-0527861
Entity Address, Address Line One	4200 B Stone Road
Entity Address, City or Town	Kilgore
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	75662
City Area Code	903
Local Phone Number	983-6200
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of each class	Common Units representing limited partnership interests
Trading Symbol(s)	MMLP
Name of each exchange on which registered	NASDAQ
Entity Emerging Growth Company	false
Entity Central Index Key	0001176334
Amendment Flag	false