Content Detail

• Content META

  Title	Leading Independent Proxy Advisory Firm ISS Recommends MMLP Unitholders Vote "FOR" the Transaction with MRMC
  ID	5146501
  External ID	181900978
  Author
  Published Date	Dec. 16, 2024, 12:19 p.m.
  Summary	Leading Independent Proxy Advisory Firm ISS Recommends MMLP Unitholders Vote "FOR" the Transaction with MRMC Business Wire Mon, Dec 16, 2024, 10:19 AM 8 min read In This Article: MMLP 0.00% Show Quick
  Tags	None
  URL	No URL
  Sentiment	Negative: 0.02388    Neutral: 0.84471    Positive: 0.13141
  Relevance	0.03241

• Content Details

  Content ID	3098123
  Key	da788737-4c36-4605-a897-5b32db27d943
  Content	Leading Independent Proxy Advisory Firm ISS Recommends MMLP Unitholders Vote "FOR" the Transaction with MRMC Business Wire Mon, Dec 16, 2024, 10:19 AM 8 min read In This Article: MMLP 0.00% Show Quick Summary Independent proxy advisory firm Institutional Shareholder Services (ISS) has recommended that Martin Midstream Partners L.P. (MMLP) unitholders vote in favor of the pending transaction with Martin Resource Management Corporation (MRMC). ISS cited the certainty of value and immediate liquidity provided by the transaction, as well as the potential downside risk of non-approval, as reasons for its recommendation. The transaction offers a significant premium to MMLP unitholders, and the company's Conflicts Committee and Board of Directors have unanimously recommended that unitholders vote in favor of the proposal. Generated by Yahoo Finance AI Yahoo Finance used generative AI to summarize key information from this article. Some details may be inaccurate. We take that seriously. Reporting mistakes helps us improve these summaries. Was this helpful? Yes No ISS Highlights Immediate, Certain, and Premium Value to be Delivered through Transaction as well as Uncertainty Associated with Continuing to Execute Standalone Plan MMLP Urges Unitholders to Vote "FOR" Transaction on WHITE Proxy Card Today KILGORE, Texas, December 16, 2024 --( BUSINESS WIRE )--Martin Midstream Partners L.P. ("MMLP") (Nasdaq: MMLP) today is pleased to announce that leading independent proxy advisory firm Institutional Shareholder Services Inc. ("ISS") recommends that unitholders vote "FOR" the pending transaction with Martin Resource Management Corporation ("MRMC") in advance of the upcoming MMLP Special Meeting of unitholders, which is scheduled for December 30, 2024. In its report dated December 16, 2024, ISS stated 1 : "MMLP remains a micro-cap stock with limited trading liquidity and there is uncertainty inherent in the company's go-forward plan. Comparatively, the transaction provides certainty of value and immediate liquidity, and there is a potential downside risk of non-approval given outperformance against the broader market. In light of the premium being offered, the certainty of value and immediate liquidity from the cash consideration, and the potential downside risk of non-approval, support for the proposed transaction is warranted." "The proposed transaction presents shareholders with a meaningful premium at a price which the company has not traded at for more than two years. Further, the implied valuation of the offer validates the premium, and appears in-line with the company historic valuation relative to the broader MLP market." "…the committee was able to negotiate a meaningfully higher final price which appears to be the best available offer from MRMC." "Ultimately, the proposed transaction provides immediate liquidity and certainty of value, and de-risks shareholders of the uncertainty inherent in the company's go-forward plan." MMLP issued the following statement: We are pleased that ISS supports the unanimous recommendation of the Conflicts Committee and Board of Directors of MMLP’s General Partner (the "GP Board") that unitholders vote "FOR" the pending transaction with MRMC, which validates MMLP’s position that the MRMC transaction maximizes value for and is in the best interests of MMLP and unitholders, including unaffiliated unitholders. ISS’s report highlights the extensive review process led by the Conflicts Committee, and recognizes that the transaction delivers a significant premium, certain cash value and immediate liquidity to unitholders. Story Continues Your Vote is Important! The Conflicts Committee and the GP Board unanimously recommend that unitholders follow the recommendation of ISS and vote "FOR" the proposal to approve the MRMC transaction using the WHITE proxy card or WHITE voting instruction form. Please simply DISCARD any gold proxy card you may receive from Nut Tree Capital Management L.P. and Caspian Capital L.P. If you inadvertently voted using a gold proxy card, you may cancel that vote simply by voting again TODAY using the WHITE proxy card or WHITE voting instruction form. Only your latest dated vote will count! Unitholders who have questions or would like additional information or assistance voting their units should contact MMLP’s proxy solicitor: 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) 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. 1 Permission to use quotation neither sought nor obtained. View source version on businesswire.com: https://www.businesswire.com/news/home/20241216134054/en/ Contacts 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 View Comments Terms and Privacy Policy WA Consumer Health Privacy Policy Your privacy controls Recommended Stories
  Content Reference URL	None

• Publisher

  None

• Data Source

  Data Source Name	Yahoo Finance News
  Data Source Type	news
  Data Source URL	https://finance.yahoo.com/
  Description	Yahoo! Finance is a media property that is part of the Yahoo! network. It provides financial news, data and commentary including stock quotes, press releases, financial reports, and original content. It also offers some online tools for personal finance management.
  Weight	10