Martin Midstream Partners (MMLP) Proxy Filing summary

Executive summary

• A special meeting is scheduled for December 30, 2024, for unitholders to vote on a proposed merger in which all public common units will be acquired for $4.02 per unit in cash, taking the partnership private.

• The merger is structured as a going-private transaction, with the partnership becoming a wholly owned subsidiary of the parent company.

• The Conflicts Committee and the Board of Directors unanimously recommend approval, citing fairness and best interests for unaffiliated unitholders.

• Competing proposals from Nut Tree and Caspian were considered but not pursued due to lack of parent support and structural constraints.

• The transaction is subject to regulatory approvals, including antitrust clearance, and a majority vote of all outstanding common units.

Voting matters and shareholder proposals

• Unitholders will vote on the merger proposal and, if necessary, a proposal to adjourn the meeting to solicit additional proxies.

• Approval requires an affirmative vote by holders of at least a majority of all outstanding common units.

• Support agreements obligate certain insiders and affiliates (owning ~26% of units) to vote in favor, but additional votes are needed for approval.

• Competing proxy solicitation by Nut Tree and Caspian is ongoing, with the board recommending unitholders disregard their materials.

Board of directors and corporate governance

• The Conflicts Committee, composed of three independent directors, was delegated full authority to negotiate and evaluate the merger.

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

• No member of the Conflicts Committee will join the parent board post-merger.