Martin Midstream Partners L.p. · NASDAQ:MMLP
Martin Midstream Partners L.p — Merger or Acquisition (December 2024)
20 slides from Martin Midstream Partners L.p's merger presentation, Dec 11, 2024
Slide 1: MRMC Transaction Presents Best Opportunity for Unaffiliated Unitholders to Maximize Value
December 2024 MRMC Transaction Presents Best Opportunity for Unaffiliated Unitholders to Maximize Value
Slide 2: Disclaimers
Disclaimers Contact Information Corporate Headquarters Martin Midstream Partners L.P. 4200 B Stone Road Kilgore, TX 75662 Website www.MMLP.com Investor Relations Contact us at (877) 256-6644 or e-mail us at investor.relations@mmlp.com Use of Non-GAAP Financial Measures This presentation includes cer
Slide 3: Disclaimers
Disclaimers 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. Informat
Slide 4: Transaction Delivers Superior Value to MMLP Unaffiliated Unitholders
Transaction Delivers Superior Value to MMLP Unaffiliated Unitholders Martin Resource Management Corporation (“MRMC”) to acquire Martin Midstream Partners L.P. (“MMLP”) for $4.02 per unit in cash The Proposed acquisition… Delivers Superior Unitholder Value All cash offer at a significant 34.0% premiu
Slide 5: MRMC / MMLP Transaction Represents Best Outcome for Unitholders
MRMC / MMLP Transaction Represents Best Outcome for Unitholders MRMC Transaction Standalone Path Minimal growth anticipated from MMLP (~0% EBITDA CAGR from 2025-2028) Future drop-down transactions with MRMC are not anticipated Diminishing appeal of the MLP structure with investors Challenging and un
Slide 6: Investor Sentiment Increasingly Disfavors MLPs
Investor Sentiment Increasingly Disfavors MLPs The appeal of the Master Limited Partnership (“MLP”) structure has diminished as compared to alternative structures Total MLP Product Inflows / (Outflows) Total Energy MLPs Over Time Source: Bloomberg, EIC, FactSet and Wells Fargo Securities, LLC | Mark
Slide 7: Micro-cap Nature of MMLP Significantly Limits Institutional Investment
Micro-cap Nature of MMLP Significantly Limits Institutional Investment Only 5 of the top 24 MLP institutional investors currently own MMLP Units MMLP faces low ownership levels from institutional investors, which have a strong preference for larger market capitalizations, higher growth rates, better
Slide 8: MMLP Management Forecasts Flat Growth for the Foreseeable Future
MMLP Management Forecasts Flat Growth for the Foreseeable Future ~0% EBITDA CAGR from 2025E – 2028E and no anticipated future drop downs from MRMC underscore lack of growth prospects for MMLP as a standalone business Terminalling and Storage Consistent fee-based business with long-term contracts No
Slide 9: MRMC Offer Represents Attractive Premium Compared to Precedent Transactions
MRMC Offer Represents Attractive Premium Compared to Precedent Transactions $4.02 per unit all cash offer represents a significant 34.0% premium to MMLP’s market closing price1 prior to announcement Source: Company filings, FactSet | Note: Premium / (discount) represents offer relative to unaffected
Slide 10: Transaction Provides Attractive Premium Compared to Historical MMLP Unit Price
Transaction Provides Attractive Premium Compared to Historical MMLP Unit Price $3.60 $3.62 $4.02 $3.29 $2.88 $3.60 Source: FactSet | Market data as of 10/3/2024 MMLP’s unit price remained rangebound until the initial offer from MRMC $2.74
Slide 11: MMLP Conflicts Committee Ran Extensive Diligence Process
MMLP Conflicts Committee Ran Extensive Diligence Process Engagement Initial Diligence Representatives from MRMC, Wells Fargo Securities, and Baker Botts participated in initial due diligence, financial analysis, and legal review to effectively draft a proposal of the acquisition of the remaining out
Slide 12: Conflicts Committee Maximized Value through Rounds of Price Negotiations
Conflicts Committee Maximized Value through 7 Rounds of Price Negotiations May 24th, 2024 MRMC submitted a non-binding proposal for a cash purchase price of $3.05 per common unit June 21st, 2024 Nut Tree and Caspian submit a confidential non-binding proposal for a cash purchase price of $4.00 per co
Slide 13: Independent Directors
Independent Directors James “Jim” Collingsworth Byron Kelley (Chairman) C. Scott Massey Served as member of the Board of MMLP since 2014 Board member at NGL Energy Partners’ G.P. Former member of the Board of Texaco Canada, Dixie Pipeline Company, Seminole Pipeline Company and the Petrochemical Feed
Slide 14: Independent and Experienced Transaction Advisors Bolstered Conflicts Committee's Review
Independent and Experienced Transaction Advisors Bolstered Conflicts Committee’s Review of Transaction The Conflicts Committee interviewed leading investment banks with the necessary qualifications and expertise and engaged Houlihan Lokey as its financial advisor based on the following criteria: Ext
Slide 15: MRMC Effectively Maintains Full Veto Power Over All Third Party Transactions
MRMC Effectively Maintains Full Veto Power Over All Third Party Transactions MRMC Maintains Significant Control over MMLP Organizational Structure Martin Resource Management Corporation Cross Oil Refining & Marketing Inc. Martin Product Sales LLC Martin Resource LLC MMGP Holdings LLC Martin Midstrea
Slide 16: Nut Tree and Caspian's Offer Does Not Represent a Viable Alternative
Nut Tree and Caspian’s Offer Does Not Represent a Viable Alternative Nut Tree Capital Management and Caspian Capital LP are investors in distressed corporate debt and value equities with derivative exposure to MMLP units. Nut Tree and Caspian have acknowledged they do not actually own MMLP units. Ca
Slide 17: Debunking Nut Tree and Caspian's Flawed and Misleading Assertions
Debunking Nut Tree and Caspian’s Flawed and Misleading Assertions Nut Tree / Caspian Myths The Facts Conflicts Committee was not independent and conducted flawed process Conflicts Committee consists of 3 entirely independent directors; no relationships exist which would interfere with the exercise o
Slide 18: Roadmap to Completion
Roadmap to Completion Secured underwritten financing on signing Submitted Hart-Scott-Rodino (“HSR”) filings Filed Definitive Proxy Statement Obtain unitholder approval at special meeting in December Obtain state regulatory approvals Source: Company filings
Slide 19: Summary of Benefits
Summary of Benefits Transaction Delivers Superior Risk-Adjusted Value to MMLP Unitholders All cash offer at a significant 34.0% premium to MMLP’s market closing price1 prior to MRMC’s initial proposal and 41.3% premium to MMLP’s trailing 30-day volume weighted average price (“VWAP”)2 Offer implies a
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