EX-99.(C)(3) 4 d895435dex99c3.htm EX-99.(C)(3) EX-99.(C)(3)

Exhibit (c)(3) June 21, 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 was held with Company management ➢ Week of June 17: ❑ Continued due diligence and review of information and financial projections received ❑ On June 18, 2024, a revised model was received which incorporates the reduced labor costs associated with the Brent Hamilton’s retirement in 2027 • 2027E and 2028E Adjusted EBITDA increased by $0.8 mm (0.7%) and $1.6 mm (1.3%), respectively, compared to the model dated May 30, 2024 ❑ HL performing financial analysis 2


Preliminary Estimated Timeline and Next Steps (cont.) ➢ June 21: check-in meeting among HL, MH and Conflicts Committee ➢ July 1: 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 3


Unit Performance Since the Offer As of June 20, 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 2.0 $3.25 1.5 $3.00 1.0 $2.75 0.5 $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 6/15/24 6/17/24 6/19/24 Daily Trading Volume Company Current Unit Price [1] Offer Price [2] Unaffected Price [3] Trading Volume The Company’s average daily trading volume has increased ~84% 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: 0.10 million 1 1 VWAP : $2.89 VWAP : $3.20 50.6% 48.1% 37.1% 25.4% 13.8% 10.5% 7.4% 5.3% 1.8% 0.0% 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- $3.30- $2.60- $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 $3.40 $2.70 $2.80 $2.90 $3.00 $3.10 $3.20 $3.30 $3.40 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 6/20/24 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. 4


Disclaimer This presentation, and any supplemental information (written or oral) or other documents provided in connection therewith (collectively, the “materials”), are provided solely for the information of the Conflicts Committee (the “Committee”) of the Board of Directors (the “Board”) of Martin Midstream GP LLC (the “Company”) by Houlihan Lokey in connection with the Committee’s consideration of a potential transaction (the “Transaction”) involving the Company. This presentation is incomplete without reference to, and should be considered in conjunction with, any supplemental information provided by and discussions with Houlihan Lokey in connection therewith. Any defined terms used herein shall have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere in the materials. The materials are for discussion purposes only. 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Disclaimer All budgets, projections, estimates, financial analyses, reports and other information with respect to operations (including, without limitation, estimates of potential cost savings and synergies) reflected in the materials have been prepared by management of the relevant party or are derived from such budgets, projections, estimates, financial analyses, reports and other information or from other sources, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has reviewed and found reasonable. The budgets, projections and estimates (including, without limitation, estimates of potential cost savings and synergies) contained in the materials may or may not be achieved and differences between projected results and those actually achieved may be material. Houlihan Lokey has relied upon representations made by management of the Company and other participants in the Transaction that such budgets, projections and estimates have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of such management (or, with respect to information obtained from public sources, represent reasonable estimates), and Houlihan Lokey expresses no opinion with respect to such budgets, projections or estimates or the assumptions on which they are based. The scope of the financial analysis contained herein is based on discussions with the Company (including, without limitation, regarding the methodologies to be utilized), and Houlihan Lokey does not make any representation, express or implied, as to the sufficiency or adequacy of such financial analysis or the scope thereof for any particular purpose. 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