EX-99.(C)(5) 6 d895435dex99c5.htm EX-99.(C)(5) EX-99.(C)(5)

Exhibit (c)(5) July 8, 2024 Project Augusta Discussion Materials for the Conflicts Committee Strictly Confidential. Not for Distribution.


Implied Premiums and Valuation Metrics Current Conflict MRMC Committee proposed counter Initial price proposal Offer th 1 nd 1 (July 5 ) (July 2 ) Dollars in millions, except per unit values Price Illustrative Common Unit Price $2.75 $2.90 $3.05 $3.20 $3.25 $3.35 $3.50 $3.65 $3.80 $3.95 $4.10 $4.25 $4.40 $4.55 $4.70 $4.75 Ref. Unit Price Implied Premium to Unaffected Unit Price [2] $3.00 -8.3% -3.3% 1.7% 6.7% 8.3% 11.7% 16.7% 21.7% 26.7% 31.7% 36.7% 41.7% 46.7% 51.7% 56.7% 58.3% Implied Premium to Current Unit Price [3] $3.25 -15.4% -10.8% -6.2% -1.5% 0.0% 3.1% 7.7% 12.3% 16.9% 21.5% 26.2% 30.8% 35.4% 40.0% 44.6% 46.2% Implied Unaffected 15 Day VWAP [2][4] $2.95 -6.9% -1.8% 3.3% 8.4% 10.1% 13.5% 18.5% 23.6% 28.7% 33.8% 38.9% 43.9% 49.0% 54.1% 59.2% 60.9% Implied Unaffected 30 Day VWAP [2][4] $2.85 -3.3% 1.9% 7.2% 12.5% 14.2% 17.7% 23.0% 28.3% 33.6% 38.8% 44.1% 49.4% 54.6% 59.9% 65.2% 66.9% 52 Week High [3][4] $3.42 -19.6% -15.2% -10.8% -6.4% -5.0% -2.0% 2.3% 6.7% 11.1% 15.5% 19.9% 24.3% 28.7% 33.0% 37.4% 38.9% 52 Week Low [3][4] $1.98 38.9% 46.5% 54.0% 61.6% 64.1% 69.2% 76.8% 84.3% 91.9% 99.5% 107.1% 114.6% 122.2% 129.8% 137.4% 139.9% Implied Market Value of Equity $109.4 $115.4 $121.4 $127.4 $129.3 $133.3 $139.3 $145.3 $151.2 $157.2 $163.2 $169.1 $175.1 $181.1 $187.0 $189.0 Debt as of 5/31/24 [5] $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 Cash as of 5/31/24 [5] ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) Implied Enterprise Value $568.0 $574.0 $580.0 $586.0 $587.9 $591.9 $597.9 $603.9 $609.8 $615.8 $621.8 $627.7 $633.7 $639.7 $645.6 $647.6 Selected Implied Valuation Metrics I 5/31/24 Cash and Debt Balances 4.8x 4.9x 4.9x 5.0x 5.0x 5.0x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x 5.4x 5.4x 5.5x 5.5x Implied EV/LTM EBITDA [6] 4.9x 5.0x 5.0x 5.1x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x 5.4x 5.4x 5.5x 5.5x 5.6x 5.6x Implied EV/2024E EBITDA 4.7x 4.8x 4.8x 4.9x 4.9x 4.9x 5.0x 5.0x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x 5.4x 5.4x Implied EV/2025E EBITDA 4.2x 4.4x 4.7x 4.9x 5.0x 5.1x 5.3x 5.6x 5.8x 6.0x 6.3x 6.5x 6.7x 7.0x 7.2x 7.3x Implied P/2024E DCF 3.1x 3.2x 3.4x 3.6x 3.6x 3.7x 3.9x 4.1x 4.2x 4.4x 4.6x 4.7x 4.9x 5.1x 5.2x 5.3x Implied P/2025E DCF Selected Implied Valuation Metrics I 3/31/24 Cash and Debt Balances Implied EV/LTM EBITDA [6] 4.8x 4.8x 4.9x 4.9x 4.9x 5.0x 5.0x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x 5.4x 5.4x 5.4x Implied EV/2024E EBITDA 4.9x 4.9x 5.0x 5.0x 5.0x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x 5.4x 5.4x 5.5x 5.5x 5.5x Implied EV/2025E EBITDA 4.7x 4.7x 4.8x 4.8x 4.8x 4.9x 4.9x 5.0x 5.0x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x 5.3x Implied P/2024E DCF 4.2x 4.4x 4.7x 4.9x 5.0x 5.1x 5.3x 5.6x 5.8x 6.0x 6.3x 6.5x 6.7x 7.0x 7.2x 7.3x Implied P/2025E DCF 3.1x 3.2x 3.4x 3.6x 3.6x 3.7x 3.9x 4.1x 4.2x 4.4x 4.6x 4.7x 4.9x 5.1x 5.2x 5.3x Note: denotes negotiation related metrics. Note: On May 24, 2024, the Company received a public proposal on behalf of Martin Resources Management Corporation ( MRMC ), the owner of Martin Midstream GP LLC, for the acquisition of all of the outstanding common units of the Company not already owned by MRMC for $3.05 in cash per unit (the “Initial Offer”). 1. Refers to date counter proposal was communicated to opposing party. 2. As of 5/23/24. 3. As of 7/5/24. 4. Per Capital IQ. 5. Per Company management. 6. Refers to the Company's publicly reported Adjusted EBITDA as of 3/31/24. Source: Company management and Capital IQ. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 2


Unit Performance Since the Offer As of July 5, 2024, the unit price for the Company reflected a premium of 0.0% relative to the Current Proposal Price of $3.25 per unit. Closing Price and Daily Volume Since Initial Offer Closing Unit Price ($) Daily Volume (millions) Initial Offer Price [2]: $3.05 Current Proposal Price [4]: $3.25 Current Unit Price [1]: $3.25 Unaffected Price [3]: $3.00 $3.50 1.6 1.4 $3.25 1.2 1.0 $3.00 0.8 0.6 $2.75 0.4 0.2 $2.50 0.0 5/24/24 5/27/24 5/30/24 6/2/24 6/5/24 6/8/24 6/11/24 6/14/24 6/17/24 6/20/24 6/23/24 6/26/24 6/29/24 7/2/24 7/5/24 Daily Trading Volume Company Current Unit Price [1] Initial Offer Price [2] Unaffected Price [3] Current Proposal Price [4] Trading Volume The Company’s average daily trading volume has increased ~63% since the announcement of the Initial Offer relative to trading volume observed in the 1-month prior period, but remains low. 1-Month Before Initial Offer Since Initial Offer Average Daily Volume: 0.06 million Average Daily Volume: 0.09 million 1 1 VWAP : $2.89 48.1% VWAP : $3.22 53.0% 31.6% 25.4% 13.8% 7.4% 8.0% 7.4% 5.3% 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 1. As of 7/5/24 close. 2. Per the Initial Offer. 3. Represents closing unit price on 5/23/24, the last full day of trading prior to the announcement of the Initial Offer. 4. Current MRMC proposed price as communicated on July 5th. Source: Capital IQ, Bloomberg and Company press releases. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 3


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