EX-99.(C)(2) 3 d895435dex99c2.htm EX-99.(C)(2) EX-99.(C)(2)

Exhibit (c)(2) June 14, 2024 Project Augusta Discussion Materials for the Conflicts Committee Strictly Confidential. Not for Distribution.


Preliminary Estimated Timeline and Next Steps ➢ May 24: initial kick-off meeting post receipt of Offer among HL, MH and Conflicts Committee ➢ May 24: HL and MH information request lists sent ➢ June 4: majority of HL information requests received ➢ June 5: all-hands kick-off presentation to HL, MH and Conflicts Committee ❑ Business overview and recent updates ❑ Overview of financial projections and key assumptions ❑ Discussions around potential transaction rationale ➢ June 7: ❑ Check-in meeting among HL, MH and Conflicts Committee ❑ Follow up “model diligence” discussion with HL and management ➢ Week of June 10: ❑ Continued due diligence and review of information and financial projections received ❑ HL develops financial analysis framework ➢ June 14: ❑ Check-in meeting among HL, MH and Conflicts Committee ❑ Follow-up business and general due diligence call with management ➢ Week of June 17: ❑ Continued due diligence and review of information and financial projections received ❑ HL performing financial analysis ➢ June 21: check-in meeting among HL, MH and Conflicts Committee ➢ June 28: approximate target date for HL presentation of preliminary financial analysis to Conflicts Committee ❑ Discussion among HL, MH and Conflicts Committee around potential response ➢ Weekly check-in meetings among HL, MH and Conflicts Committee scheduled 2


Unit Performance Since the Offer As of June 13, 2024, the unit price for the Company reflected a premium of 8.2% relative to the Offer price of $3.05 per unit. Closing Price and Daily Volume Since Offer Closing Unit Price ($) Daily Volume (millions) Unaffected Price [3]: $3.00 Current Unit Price [1]: $3.30 Offer Price [2]: $3.05 $3.50 1.0 0.8 $3.25 0.6 $3.00 0.4 $2.75 0.2 $2.50 0.0 5/24/24 5/26/24 5/28/24 5/30/24 6/1/24 6/3/24 6/5/24 6/7/24 6/9/24 6/11/24 6/13/24 Daily Trading Volume Company Current Unit Price [1] Offer Price [2] Unaffected Price [3] Trading Volume The Company’s average daily trading volume has approximately doubled since the announcement of the Offer relative to trading volume observed in the 1-month prior period, but remains low. 1-Month Before Offer Since Offer Average Daily Volume: 0.06 million Average Daily Volume: 0.12 million 1 1 VWAP : $2.89 VWAP : $3.19 48.1% 43.7% 41.8% 25.4% 13.8% 12.4% 7.4% 5.3% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% $2.60- $2.70- $2.80- $2.90- $3.00- $3.10- $3.20- $2.60- $2.70- $2.80- $2.90- $3.00- $3.10- $3.20- $2.70 $2.80 $2.90 $3.00 $3.10 $3.20 $3.30 $2.70 $2.80 $2.90 $3.00 $3.10 $3.20 $3.30 Note: On 5/24/24 the Company received a non-binding proposal from Martin Resource Management Corporation (“MRMC”) pursuant to which MRMC would acquire all of the outstanding Common Units of the Company not already owned by MRMC or its subsidiaries for a cash purchase price of $3.05 per Common Unit (the Offer ). 1. As of 6/13/24 close. 2. Per the Offer. 3. Represents closing unit price on 5/23/24, the last full day of trading prior to the announcement of the Offer. Source: Capital IQ, Bloomberg and Company press releases. 3


Selected Wall Street Analyst Commentary (unit prices in actuals) Date of Report & Analyst Comments Recommendation “MMLP has historically traded at a discount to peers, given its capital structure, elevated leverage, and minimal growth; we believe the offer reflects that discount. In our view, the parent company is the natural acquirer and we do not foresee a competing offer from another company, considering the nature of 5/28/24 Sidoti & MMLP’s business and assets.” Company (Risk: Moderate/ $3.00) “MMLP units are up 14% in the last month and 30% year-to-date. In our view, the strong performance likely reflects balance sheet improvement and potential for additional shareholder returns, as did our prior price target.” “Given MRMC is the logical buyer, we would not anticipate any other bidders to come into play and would not expect a material change to the buyout offer. That said, given MMLP's investment in the DSM Semichem JV 5/24/24 Stifel and longer-term prospects associated with the JV, we believe this could drive incremental value for MMLP (Hold / $3.00) unitholders. Overall, given MMLP's core assets were not mainstream midstream assets, and it was a micro-cap company, we believe the assets fit best in private hands.” “Our $4 price target is based on 4x our revised 2025 FCF per share estimate of $0.90 (from $0.92). MMLP 4/22/24 Sidoti & shares trade at a discount to other small-cap energy companies. We contend the valuation gap fails to Company (Risk: Moderate/ $4.00) reflect the repositioning of the company.” “MMLP… not[ed] upside potential for additional customers to utilize the ELSA produced by the JV. [While] potential upside does exist due to the reshoring trend and chip production expansion in the US, we view it as a longer-term opportunity. At this time, we are maintaining our Hold rating and our $3.00 target 4/18/24 price.” Stifel (Hold / $3.00) “MMLP is trading at 4.8x EV/LP EBITDA. Our 5.0x target multiple applied against our LP EBITDA estimate results in a $3.00 target price.” Source: Wall Street Research. 4 Prior to Offer Subsequent to Offer


Summary of Select Follow-Up Due Diligence Topics ➢ Strategic transactions considered historically (both on sellside and buyside) General ➢ Future distribution capacity and credit profile ➢ ELSA project Key Topics by ➢ Marine Transportation segment operating expenses Business Line ➢ Tax implications ➢ Unitholder considerations Other ➢ Company / MRMC economic relationship ➢ One-off model and other questions 5


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