Martin Midstream Partners L.P DEFA14A, filed Dec 2, 2024
Martin Midstream Partners L.P. (MMLP)
DEFA14A
2024-12-02
View Original
Added on
October 22, 2026
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 2, 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 7.01. | Regulation FD Disclosure. | ||||
On December 2, 2024, Martin Midstream Partners L.P. (“MMLP” or the “Partnership”) (i) issued a press release with respect to its special meeting of unitholders scheduled for December 30, 2024, which press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference, (ii) sent a letter to its unitholders, which letter is furnished as Exhibit 99.2 hereto and is incorporated herein by reference, and (iii) sent a notice to its employees, which notice is furnished as Exhibit 99.3 hereto and is incorporated herein by reference.
FORWARD-LOOKING STATEMENTS
This Current Report 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 the ability of Martin Resource Management Corporation (“MRMC”) 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.
| 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, Exhibit 99.2 and Exhibit 99.3 are deemed to be “furnished” and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act.
| Exhibit Number | Description | |||||||
| 99.1 | ||||||||
| 99.2 | ||||||||
| 99.3 | ||||||||
| 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 2, 2024 | By: /s/ Sharon L. Taylor | |||||||||||||
| Sharon L. Taylor | ||||||||||||||
Executive Vice President and Chief Financial Officer | ||||||||||||||
Exhibit 99.1
Martin Midstream Partners L.P. to Hold Special Meeting on December 30, 2024
for Unitholders to Approve Pending Transaction
for Unitholders to Approve Pending Transaction
Launches New Website, MaximizeValueforMMLP.com
Martin Midstream GP LLC Board and Conflicts Committee Urge Unitholders to use the WHITE Proxy Card to Vote “FOR” the Transaction, Which Will Deliver a 34% All-Cash Premium
KILGORE, Texas – December 2, 2024 – Martin Midstream Partners L.P. (“MMLP”) (Nasdaq: MMLP) today announced it has filed a definitive proxy statement with the U.S. Securities and Exchange Commission in connection with Martin Resource Management Corporation’s (“MRMC”) pending acquisition of all of the outstanding MMLP common units other than common units already owned by MRMC and its subsidiaries, in an all-cash merger transaction whereby each unitholder will receive $4.02 per common unit. MMLP also launched a website, MaximizeValueforMMLP.com, which highlights the terms and benefits of the transaction and provides voting instructions for eligible unitholders.
The MMLP Special Meeting of unitholders is scheduled to take place on December 30, 2024, at 10:00 a.m. CT, at MMLP’s office located at 4200 B Stone Road, Kilgore, Texas 75662. Unitholders of record as of November 8, 2024 are entitled to vote at the meeting. All eligible unitholders will receive a copy of the definitive proxy statement in the mail, along with instructions on how to vote their units.
“The filing of the definitive proxy statement is an important milestone as we advance towards completing the transaction,” said Bob Bondurant, President and Chief Executive Officer of Martin Midstream GP LLC, the general partner of the Partnership (the “General Partner”). “The Conflicts Committee of the Board of Directors of the General Partner (the “GP Board”), which consists of three independent directors, conducted a thorough, nine-month evaluation with the support of independent legal and financial advisors and was diligent about considering the best path forward for MMLP. Ultimately, after extensive negotiations that resulted in a significantly improved proposal from MRMC, the Conflicts Committee unanimously and in good faith determined that the pending merger is fair and reasonable to, and in the best interests of, MMLP and the unaffiliated holders of MMLP common units. The transaction will deliver for unitholders a 34.00% premium to the market closing price prior to MRMC’s initial proposal on May 24, 2024, and an 11.33% premium to the trailing 30-trading day volume-weighted average price as of October 3, 2024, the date the merger agreement was executed. Notably, the transaction will deliver nearly a dollar more per unit than MRMC’s initial proposal. This is a terrific outcome for MMLP unitholders and the Conflicts Committee and the GP Board are unanimous in their support of the pending transaction.”
The Conflicts Committee and the GP Board unanimously recommend that unitholders use the WHITE proxy card or WHITE voting instruction form to vote “FOR” the proposal to approve the transaction and the merger agreement.
Additional information, including copies of the materials mailed to all eligible MMLP unitholders, is available at MaximizeValueforMMLP.com.
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.
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
VOTE FOR THE TRANSACTION TODAY USING THE WHITE PROXY CARD OR WHITE VOTING INSTRUCTION FORM. Dear Martin Midstream Partners L.P. Unitholder, Martin Midstream Partners L.P. has always operated with the goal of delivering value to our unitholders, customers and other stakeholders. We are confident that the pending merger transaction (the “MRMC Transaction”) with Martin Resource Management Corporation (“MRMC”) is the best path forward for MMLP, and that the MRMC Transaction is in the best interests of all MMLP unitholders, including MMLP’s unaffiliated unitholders. All common unitholders are receiving the enclosed proxy materials, which contain additional information about the pending MRMC Transaction. Please use the WHITE proxy card or WHITE voting instruction form to vote your units FOR the MRMC Transaction in advance of the special meeting of the common unitholders of Martin Midstream Partners L.P. to be held on December 30, 2024. The Board of Directors of Martin Midstream GP LLC (the “GP Board”) and the Conflicts Committee unanimously recommend that you vote FOR the MRMC Transaction for the following reasons: MRMC Transaction Results from Extensive Review Process Led by Conflicts Committee The Conflicts Committee of the GP Board, which consists of three independent directors, conducted a robust review of the MRMC Transaction. 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. During the review, the Conflicts Committee met with Nut Tree and Caspian on several occasions and took into account their proposals. The Conflicts Committee successfully negotiated a transaction for nearly a dollar more per unit than MRMC’s initial proposal. The Conflicts Committee and the GP Board unanimously and in good faith determined the MRMC Transaction is fair and reasonable to, and in the best interests of, MMLP and the unaffiliated holders of the MMLP common units. MRMC Transaction Is Best Outcome for Unitholders The combination of MMLP and MRMC will deliver greater value than MMLP could deliver standalone. There are a number of risks to continuing as a standalone public company: · Yield limited or flat growth for the foreseeable future (~0% EBITDA CAGR from 2025-2028) · Challenges due to volatile and uncertain macroeconomic backdrop · Diminishing appeal of MLP structure with investors · Limited institutional interest given the micro-cap nature of MMLP · Insufficient liquidity for MMLP investors as a result of low trading volumes Visit MaximizeValueforMMLP.com for more information.
MRMC Transaction Addresses Standalone Risks and Provides a Significant and Attractive Premium for MMLP Unitholders Both the Conflicts Committee and the GP Board unanimously and in good faith determined the merger transaction with MRMC is the best path forward for MMLP and all of its unitholders. Each MMLP unitholder will receive an all-cash consideration of $4.02 per common unit owned, which represents: VOTE FOR THE TRANSACTION TODAY USING THE WHITE PROXY CARD OR WHITE VOTING INSTRUCTION FORM. Nut Tree and Caspian Are Not Aligned with MMLP Unitholders, Who Should Be Skeptical of their Motives Despite the compelling premium the MRMC Transaction will deliver for unitholders, Nut Tree and Caspian have announced their intent to oppose the transaction. We believe these hedge funds are objecting for self- serving reasons, motivated by their synthetic “economic exposure” to MMLP common units and Caspian’s ownership of MMLP’s debt. Nut Tree and Caspian have acknowledged in a filing with the Securities and Exchange Commission that they do not actually own beneficially or of record any MMLP units. If the MRMC Transaction is not consummated, Caspian would still hold its MMLP bonds, but holders of MMLP common units will be subject to any resulting drop in the public trading price of the common units. Therefore Nut Tree’s and Caspian’s interests do not appear to be fully aligned with MMLP unitholders’. Nut Tree’s and Caspian’s proposals never represented a credible alternative or viable path forward and would have been impossible to execute within MMLP’s operating structure. Further, the Nut Tree and Caspian proposals were predicated on acquiring the General Partner, which MRMC has made clear is not for sale. By opposing the transaction, it is clear Nut Tree and Caspian are willing to impose significant value destruction on MMLP and its unitholders in an effort to advance their own interests. Nut Tree’s and Caspian’s Claims Are Misleading and Based on Fundamentally Flawed Analysis We believe that Nut Tree’s and Caspian’s claims demonstrate a misunderstanding of MMLP’s business. To set the record straight: · The Conflicts Committee aggressively negotiated with MRMC on MMLP unitholders’ behalf and believes that the MRMC Transaction is the highest price MRMC is willing to pay. · There is no path for MMLP to complete a transaction with another party given MMLP’s operating structure. The purchase of MMLP by an outside party would likely necessitate the purchase of the General Partner. MRMC has made clear that the General Partner is not for sale and therefore MMLP cannot complete a transaction with another party. · Based on market dynamics and the risks of operating as a standalone business, the Conflicts Committee determined the MRMC Transaction price exceeds what MMLP can likely deliver on a standalone basis. The Conflicts Committee and GP Board unanimously recommend that you vote FOR the MRMC Transaction. Sincerely, The GP Board 34.00% premium to the market closing price prior to MRMC’s initial proposal made on May 24, 2024 11.33% premium to the trailing 30-trading day volume-weighted average price as of October 3, 2024, the date the merger agreement was executed
VOTING YOUR UNITS IS QUICK AND EASY Follow the Instructions on the WHITE Proxy Card or WHITE Voting Instruction Form FOR QUESTIONS Unitholders who have questions or would like additional information or assistance voting their units should contact MMLP’s proxy solicitor: Information about the special meeting can also be found online at MaximizeValueforMMLP.com 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) VOTE ONLINE If you are a unitholder of record, you may submit your proxy electronically via the Internet by accessing the Internet address provided on each proxy card and following the instructions provided. If your common units are held by a broker, bank or other nominee, also known as holding units in “street name,” you should receive instructions from the broker, bank or other nominee. Please review such instructions to determine your voting deadline and whether you will be able to vote via the Internet. VOTE BY PHONE If you are a unitholder of record, you may submit your proxy by using the toll-free telephone number listed on the enclosed proxy card and following the instructions provided. If your common units are held by a broker, bank or other nominee, you should receive instructions from the broker, bank or other nominee. Please review such instructions to determine your voting deadline and whether you will be able to vote by telephone. VOTE BY MAIL You may submit your proxy by filling out, signing and dating the enclosed WHITE proxy card (if you are a unitholder of record) or voting instruction form (if your common units are held by a broker, bank or other nominee) and returning it by mail in the prepaid envelope provided. YOUR VOTE IS VERY IMPORTANT! In order to complete the transaction and maximize the value of your MMLP investment, we need your support. Approval of the holders of a majority of the outstanding common units is required to complete the transaction. Failure to vote your units will have the same effect as voting AGAINST the transaction. Therefore, your vote is important, no matter how many units you own.
Forward Looking Statements This document 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. YOUR VOTE IS VERY IMPORTANT! Vote FOR the transaction today using the WHITE proxy card or WHITE voting instruction form. Visit MaximizeValueforMMLP.com for more information.
Exhibit 99.3
MMLP Definitive Proxy Employee Note
Subject: Definitive Proxy Filed – Please vote TODAY for the MRMC transaction
To All Martin Employees,
Last week, we achieved a milestone towards completing our transaction with MRMC through the filing of our definitive proxy statement with the U.S. Securities and Exchange Commission. Those of you who are MMLP unitholders will receive proxy materials in the mail, which provide background on the transaction and the value it delivers to unitholders, and instructions explaining how unitholders can vote. These proxy materials will also be made available to unitholders at MaximizeValueforMMLP.com. We are confident the MRMC transaction is in the best interests of all unitholders, and we urge you to vote your units FOR the transaction.
Unitholders of record as of November 8, 2024 are entitled to vote at the meeting, which is scheduled to take place on December 30, 2024.
In connection with the transaction, the Martin Unit Purchase Plan (“MUPP”) was frozen such that no further payroll contributions may be made while the transaction remains outstanding. Upon closing of the transaction, the MUPP will be terminated. This means that if you own Common Units in individual MUPP accounts, those accounts will be acquired by MRMC at closing and you will receive $4.02 for each Common Unit owned. If the Merger Agreement is terminated, payroll deductions under the MUPP will resume.
We recommend that you vote today “FOR” the MRMC transaction. You may vote online, by phone, or by mail by following the instructions in WHITE proxy card you receive. If you have questions about how to vote your units, please contact our proxy solicitor, Innisfree M&A, toll-free from the U.S. and Canada at (877) 750-8334, or at +1 (412) 232-3651 from other countries. In addition, you may call (833) 213-7188 toll-free to reach our internal employee only proxy help line. The internal line will be answered Monday – Friday, 8:00 am – 5:00 pm CT, by the Tax Department who can assist you in voting your shares online.
Please note that your vote is very important! Every unit without a vote is effectively counted as a vote AGAINST the transaction. Therefore, no matter how many units you own, your vote is important, and your support is needed to complete the transaction and maximize the value of your MMLP investment.
Thank you for your continued dedication to the Martin Companies.
Sincerely,
Bob Bondurant
FORWARD-LOOKING STATEMENTS
This communication 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.