Martin Midstream Partners (MMLP) Proxy Filing summary

Executive summary

• A special meeting will be held for unitholders to vote on a proposed merger where all public common units will be acquired for $4.02 per unit in cash, representing a 34% premium to the pre-offer price and an 11.33% premium to the 30-day average price as of the merger agreement date.

• The merger is a going-private transaction, with the partnership becoming a wholly owned subsidiary of the parent, and the common units will be delisted from Nasdaq and deregistered with the SEC.

• The Conflicts Committee, composed of independent directors, and the GP Board have unanimously determined the merger is fair and in the best interests of unaffiliated unitholders, based on financial advisor opinions and extensive negotiations.

• Competing proposals from Nut Tree Capital and Caspian Capital were considered but not pursued due to the parent's control and lack of interest in selling its interests.

• The merger is subject to approval by a majority of outstanding common units, with support agreements in place for approximately 27.7% of units, but additional unaffiliated votes are required.

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.

• Support agreements obligate certain insiders and affiliates to vote in favor, but their votes alone are insufficient 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, consisting of three independent directors, was delegated full authority to negotiate and evaluate the merger.

• The GP Board, after receiving the committee's recommendation, unanimously approved the merger and recommends a FOR vote.

• The Conflicts Committee and GP Board considered fairness, process, and procedural safeguards, including independent legal and financial advisors.