Martin Midstream Partners (MMLP) Proxy Filing summary

Executive summary

• A merger transaction with Martin Resource Management Corporation (MRMC) is proposed, offering $4.02 per common unit in cash, representing a 34% premium to the market price before the initial proposal and an 11.33% premium to the 30-day VWAP as of the merger agreement date.

• The Conflicts Committee, composed of independent directors, led a nine-month review with seven rounds of negotiations, resulting in a higher offer for unitholders.

• The Board and Conflicts Committee unanimously recommend voting in favor, citing limited growth prospects, low liquidity, and diminishing investor interest as standalone risks.

• Forward-looking statements highlight uncertainties around transaction completion, regulatory approvals, and future market conditions.

Voting matters and shareholder proposals

• Unitholders are asked to vote on the MRMC merger transaction at a special meeting scheduled for December 30, 2024.

• Approval requires a majority of outstanding common units; failure to vote is equivalent to voting against.

• Voting can be done online, by phone, or by mail using the WHITE proxy card or instruction form.

• Nut Tree and Caspian hedge funds oppose the transaction, but their interests are described as misaligned with unitholders.

Board of directors and corporate governance

• The Conflicts Committee, consisting of three independent directors, led the negotiation and review process, supported by independent advisors.

• The Board and Conflicts Committee unanimously determined the transaction is fair and in the best interests of unaffiliated unitholders.