Martin Midstream Partners L.P. (NASDAQ: MMLP) (“MMLP” or the “Partnership”) today announced that it is commencing a cash tender offer (the “Excess Cash Flow Offer”) to purchase up to $9,305,000 aggregate principal amount (the “Excess Cash Flow Offer Amount”) of its outstanding 11.50% Senior Secured Second Lien Notes due 2025 (the “Notes”) at a purchase price of 100% of the aggregate principal amount thereof, plus accrued and unpaid interest to, but not including, the purchase date.
The Excess Cash Flow Offer is being made pursuant to requirements set forth in the indenture governing the Notes (the “Indenture”) that require if (i) the Partnership has Excess Cash Flow (as defined in the Indenture) for any 12 month period ending on December 31 of any fiscal year (any such period, an “ECF Period”) and (ii) as of the end of such ECF Period the Partnership’s Total Leverage Ratio (as defined in the Indenture) is greater than 3.75 to 1.00, the Partnership will make an offer to all registered holders (each a “Holder” and collectively, the “Holders”) of Notes to purchase the maximum principal amount of Notes that may be purchased with 25% of such Excess Cash Flow for such ECF Period.
The Partnership had Excess Cash Flow and a leverage ratio greater than 3.75 to 1.00 for the ECF Period ending December 31, 2021.
The Excess Cash Flow Offer will expire at 5:00 p.m., New York City time, on April 13, 2022, unless extended or the Excess Cash Flow Offer is earlier terminated by the Partnership, in its sole discretion such time and date as the same may be extended or earlier terminated. If the Notes in an aggregate principal amount in excess of the Excess Cash Flow Offer Amount are tendered pursuant to the Excess Cash Flow Offer, the Partnership will purchase Notes having an aggregate principal amount equal to the Excess Cash Flow Offer Amount on a pro rata basis from tendering Holders in accordance with the Indenture.
To the extent that the aggregate principal amount of Notes tendered pursuant to the Excess Cash Flow Offer is less than the Excess Cash Flow Offer Amount, the Partnership may use any remaining Excess Cash Flow Offer Amount for any purpose not otherwise prohibited by the Indenture.
The Excess Cash Flow Offer is being made pursuant to an Offer to Purchase, dated March 15, 2022 (the “Offer to Purchase”), which sets forth the complete terms and conditions of the Excess Cash Flow Offer. The Excess Cash Flow Offer is made only by and pursuant to the terms set forth in the Offer to Purchase, and the information in this press release is qualified by reference to such document. Subject to applicable law, the Partnership may amend, extend or terminate the Excess Cash Flow Offer. Copies of the Offer to Purchase may be requested from the tender agent for the Excess Cash Flow Offer, D.F. King & Co., Inc. at (800) 628-8532 (Toll-Free) or (212) 269-5550, by email at firstname.lastname@example.org, or via the following web address: www.dfking.com/mmlp.
This press release is for informational purposes only and is neither an offer to purchase nor a solicitation of an offer to sell any Notes.
THE EXCESS CASH FLOW OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO PURCHASE THAT THE PARTNERSHIP WILL DISTRIBUTE TO ITS NOTEHOLDERS AND NOTEHOLDERS SHOULD READ CAREFULLY THE OFFER TO PURCHASE BECAUSE IT CONTAINS IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE EXCESS CASH FLOW OFFER. NOTEHOLDERS ARE URGED TO CAREFULLY READ THE OFFER TO PURCHASE PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE EXCESS CASH FLOW OFFER.
About Martin Midstream Partners
MMLP, headquartered in Kilgore, Texas, is a publicly traded limited partnership with a diverse set of operations focused primarily in the Gulf Coast region of the United States. MMLP’s primary business lines include: (1) terminalling, processing, storage, and packaging services for petroleum products and by-products; (2) land and marine transportation services for petroleum products and by-products, chemicals, and specialty products; (3) sulfur and sulfur-based products processing, manufacturing, marketing and distribution; and (4) natural gas liquids marketing, distribution, and transportation services. To learn more, visit www.MMLP.com. Follow Martin Midstream Partners L.P. on LinkedIn and Facebook.
All statements in this release other than historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements and all references to financial estimates rely on a number of assumptions concerning future events and are subject to a number of uncertainties, including (i) the current and potential impacts of the COVID-19 pandemic generally, on an industry-specific basis, and on the Partnership’s specific operations and business, (ii) the effects of the continued volatility of commodity prices and the related macroeconomic and political environment, and (iii) other factors, many of which are outside its control, which could cause actual results to differ materially from such statements. While the Partnership believes that the assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in anticipating or predicting certain important factors. A discussion of these factors, including risks and uncertainties, is set forth in the Partnership’s annual and quarterly reports filed from time to time with the Securities and Exchange Commission (the “SEC”). The Partnership disclaims any intention or obligation to revise any forward-looking statements, including financial estimates, whether as a result of new information, future events, or otherwise except where required to do so by law.
The information in the Partnership’s website is not, and shall not be deemed to be, a part of this notice or incorporated in filings the Partnership makes with the SEC.
Chief Financial Officer