Martin Midstream Partners L.P. (“MMLP”) (Nasdaq: MMLP) has announced a definitive merger agreement with Martin Resource Management Corporation (“MRMC”) for the acquisition of all outstanding common units of MMLP not already owned by MRMC and its subsidiaries (the “Public Common Units”). This agreement follows MRMC’s proposal in May 2024 to acquire the Public Common Units.
The all-cash transaction stipulates that each holder of the Public Common Units will receive $4.02 per unit, reflecting a 34.00% premium over the market closing price before MRMC’s initial proposal on May 24, 2024, and an 11.33% premium to the trailing 30-day volume-weighted average price.
The Board of Directors (the “GP Board”) of Martin Midstream GP LLC, the general partner of MMLP, authorized the Conflicts Committee, comprised solely of three independent directors, to review and approve the transaction on behalf of MMLP and the holders of Public Common Units, excluding certain stakeholders. After thorough evaluation with independent legal and financial advisors, the Conflicts Committee unanimously approved the transaction and recommended it to the GP Board, which subsequently approved the deal.
The merger is expected to close by the end of 2024, pending customary closing conditions, including regulatory approval and majority approval from outstanding common unit holders. MRMC and its subsidiaries, along with key individuals, have committed to vote their common units, representing approximately 26% of the total, in favor of the transaction.
MRMC plans to fund the merger consideration and associated costs through existing cash, cash flow before the closing, borrowings from its credit facility, and $5 million in loans from select members of its management team.
