Martin Midstream Partners (MMLP) Proxy Filing summary

Executive summary

• A merger is proposed where MRMC Merger Sub LLC will merge into MMLP, making MMLP a wholly owned subsidiary of MRMC, with a special meeting of unitholders to approve the transaction.

• The Conflicts Committee, composed of three independent directors, conducted a nine-month evaluation and determined the merger is fair and in the best interests of unaffiliated unitholders.

• The merger offers $4.02 per common unit, a 34% premium to the market price before MRMC's initial proposal and an 11.33% premium to the 30-day VWAP as of the merger agreement date.

• The transaction is expected to close by the end of 2024, subject to unitholder and regulatory approvals.

• Forward-looking statements highlight risks including transaction completion, regulatory approvals, and market conditions.

Voting matters and shareholder proposals

• Unitholders will be asked to approve the merger at a special meeting.

• Competing proposals from Nut Tree Capital Management and Caspian Capital were considered but not deemed viable alternatives.

Board of directors and corporate governance

• The Conflicts Committee of the Board, consisting of independent directors, led the evaluation and negotiation process for the merger.

• Legal and financial advisors were engaged by both the Conflicts Committee and MRMC to ensure fairness and due diligence.