UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date
of report (date of earliest event reported): May 15, 2007
MARTIN MIDSTREAM PARTNERS L.P.
(Exact name of Registrant as specified in its charter)
| |
|
|
|
|
|
| DELAWARE
|
|
000-50056
|
|
05-0527861 |
(State
of incorporation
or organization)
|
|
(Commission
file number)
|
|
(I.R.S.
employer
identification number) |
| |
|
|
|
|
4200 STONE ROAD
|
|
|
KILGORE, TEXAS
|
75662 |
(Address
of principal
executive offices)
|
(Zip code) |
Registrant’s telephone number, including area code: (903) 983-6200
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
| |
o |
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
| |
o |
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
| |
o |
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
| |
o |
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
Item 8.01 Other Events
On
May 15, 2007, Martin Midstream Partners L.P. (the “Partnership”) entered into an
underwriting agreement (the “Underwriting Agreement”) with A.G. Edwards & Sons, Inc. (the
“Underwriter”) in connection with an underwritten public offering (the “Offering”) of 1,200,000 of
its common units (“Common Units”) at a price of
$42.25 per Common Unit before an underwriting
discount of $1.527 per unit. Pursuant to the Underwriting Agreement, the Partnership has granted
the underwriters a 30 day option to purchase up to an additional 180,000 Common Units to cover any
over-allotments in connection with the Offering. The Common Units to be sold in the Offering have
been registered under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to
the Partnership’s existing shelf registration statement (File No. 333-117023). The closing of the
Offering is expected to occur on May 18, 2007, subject to satisfaction of customary closing
conditions. The Partnership will use the anticipated net proceeds of
$49.8 million from the
Offering, plus up to an additional $7.5 million if the Underwriter
exercises its over-allotment option in full, to repay a portion of the outstanding indebtedness incurred under its revolving loan facility to fund both
$50.0 million in recent acquisitions and $72.3 million in
recent expansion capital expenditures. This net proceeds amount
includes a capital contribution from the Partnership's general
partner of approximately $1.0 million to maintain its 2% general
partner interest in the Partnership.
A copy of the prospectus supplement and related base prospectus for the Offering may be
obtained from A.G. Edwards & Sons, Inc., One North Jefferson, St. Louis, Missouri 63103, Telephone
800-278-5373.
Neither this Current Report, nor the attached press release, constitutes an offer to sell or a
solicitation of an offer to buy the securities described herein, nor shall there be any sale of
these securities in any state or jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
The Offering is being made only by means of a prospectus and related prospectus supplement.
The foregoing description is qualified in its entirety by reference to the text of the
Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and
incorporated herein by reference. In addition, filed herewith are certain legal opinions issued by
Baker Botts L.L.P. in connection with the Offering.
Item 7.01. Regulation FD Disclosure.
On
May 15, 2007, the Partnership issued a press release announcing the Offering. A copy of the
press release is furnished as an exhibit to this Current Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item
7.01 and in the attached Exhibit 99.1 is deemed to be “furnished” and not deemed to be “filed” for
purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
2