| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Common Units representing limited partnership interests |
| (b) | Name of Issuer:
Martin Midstream Partners L.P. |
| (c) | Address of Issuer's Principal Executive Offices:
4200 B. STONE ROAD, KILGORE,
TEXAS
, 75662. |
Item 1 Comment:
This joint statement on Schedule 13D (this "Schedule 13D") relates to common units representing limited partner interests ("Common Units") of Martin Midstream Partners L.P., a Delaware limited partnership (the "Issuer"), beneficially owned by the reporting persons. The address of the principal executive offices of the Issuer is 4200 B. Stone Road, Kilgore, Texas 75662.
Item 1 Comment: This Schedule 13D is intended to serve as an Amendment No. 7 ("Amendment No. 7") to the joint statement on Schedule 13D filed with the Securities and Exchange Commission (the "Commission") by Martin Resource Management Corporation, a Texas corporation ("Parent"), Martin Resource LLC, a Delaware limited liability company ("Resource"), Cross Oil Refining & Marketing, Inc. ("Cross"), a Delaware corporation, and Martin Product Sales LLC, a Texas limited liability company ("Martin Product," and, together with Parent, Resource, and Cross the "Reporting Persons") on November 21, 2005, as amended on November 10, 2008 ("Amendment No. 1"), November 19, 2008 ("Amendment No. 2"), October 22, 2012 ("Amendment No. 3), August 20, 2014 ("Amendment No. 4"), May 24, 2024 ("Amendment No. 5"), and October 3, 2024 ("Amendment No. 6") (such joint statement on Schedule 13D, as amended by Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5 and Amendment No. 6, the "Original Schedule 13D"). The purpose of this Amendment No. 7 is to report the termination of the Merger Agreement pursuant to the Termination Agreement (each as defined below). Any capitalized terms used and not defined herein shall have the meanings given to such terms in the Original Schedule 13D and, except as otherwise provided below, the Original Schedule 13D is incorporated herein by reference. The Original Schedule 13D shall not be modified except as specifically provided herein. |
| Item 2. | Identity and Background |
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| (a) | In accordance with the provisions of General Instruction C to Schedule 13D, information concerning the board of directors or managing member, as applicable, of the Reporting Persons (the "Listed Persons"), required by Item 2 of Schedule 13D is provided on Exhibit 99.A and is incorporated by reference herein. |
| (b) | See Item 2(a) above. |
| (c) | See Item 2(a) above. |
| (d) | See Item 2(a) above. |
| (e) | See Item 2(a) above. |
| (f) | See Item 2(a) above. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Original Schedule 13D is incorporated herein by reference. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
Termination Agreement
On December 26, 2024, Parent and the Issuer (with the approval of the Conflicts Committee (the "Conflicts Committee") of the Board of Directors (the "Board") of Martin Midstream GP LLC, the general partner of the Issuer (the "General Partner")) entered into a termination agreement (the "Termination Agreement"), pursuant to which they terminated the previously disclosed Agreement and Plan of Merger, dated October 3, 2024 (the "Merger Agreement"), among the Issuer, Parent, the General Partner and MRMC Merger Sub LLC. As a result, the previously disclosed Support Agreement, dated October 3, 2024, among the Issuer and the Reporting Persons terminated in accordance with its terms.
The foregoing description of the Termination Agreement does not purport to be complete and is qualified in its entirety by the full text of such agreement, a copy of which is filed as Exhibit E and incorporated herein by reference.
General
Consistent with prior disclosures made by Parent and the Issuer with respect to the Merger Agreement and the transactions contemplated thereby, the Reporting Persons have evaluated and will continue to evaluate a range of potential transactions involving the Issuer and its subsidiaries, including, among other things, the acquisition by Parent or the other Reporting Persons of the remaining Common Units that are not held by Parent or its subsidiaries, which transaction could result in the de-listing or de-registration of the Common Units. If the Reporting Persons pursue such a transaction, they expect to discuss the terms of such potential transaction with the Conflicts Committee.
In addition, the Reporting Persons and their designees to the Board may engage in additional discussions with management, the Board and securityholders of the Issuer and other relevant parties or encourage, cause or seek to cause the Issuer or such persons to consider or explore extraordinary corporate transactions other than as described in the prior paragraph, such as: a merger, reorganization or other transaction that could result in the de-listing or de-registration of the Common Units; sales or acquisitions of assets or businesses; changes to the capitalization or distribution policy of the Issuer; or other material changes to the Issuer's business or corporate structure, including changes in management or the composition of the Board.
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| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
The information contained on the cover pages of this Amendment No. 7 and the information set forth in Item 4 of this Amendment No. 7 is incorporated herein by reference.
(a) and (b). The following disclosure is based on 39,001,086 Common Units outstanding as of December 26, 2024. See Exhibit 99.A for the information applicable to the Listed Persons.
Resource owns 4,203,823 Common Units, representing 10.8% of the outstanding Common Units of Issuer, based on the number of Common Units outstanding as of December 26, 2024. Resource has sole power to vote or direct the vote and to dispose or to direct the disposition of the Common Units owned by it.
Cross owns 889,444 Common Units, representing 2.3% of the outstanding Common Units of Issuer, based on the number of Common Units outstanding as of December 26, 2024. Cross has sole power to vote or direct the vote and to dispose or to direct the disposition of the Common Units owned by it.
Martin Product owns 1,021,265 Common Units, representing 2.6% of the outstanding Common Units of Issuer, based on the number of Common Units outstanding as of December 26, 2024. Martin Product has sole power to vote or direct the vote and to dispose or to direct the disposition of the Common Units owned by it.
Parent may be deemed to beneficially own, by virtue of its ownership of Resource, Cross and Martin Product, as described above, 6,114,532 Common Units, representing 15.7% of the outstanding Common Units of Issuer, based on the number of Common Units outstanding as of December 26, 2024. By virtue of its ownership of Resource, Cross and Martin Product, as described above, Parent may be deemed to have the power to vote or direct the vote and to dispose or to direct the disposition of the Common Units owned by Resource, Cross and Martin Product as indicated above.
The General Partner holds a 2.0% general partner interest in Issuer.
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| (b) | See Item 5(a) above. |
| (c) | On November 18, 2024, Mr. Martin acquired 19.6 Common Units from the Partnership at $3.9874 per unit, reflecting the reinvestment of cash distributions pursuant to a benefit plan.
On November 18, 2024, Mr. Bondurant acquired 101.0 Common Units from the Partnership at $3.9874 per unit, reflecting the reinvestment of cash distributions pursuant to a benefit plan.
On November 18, 2024, Mr. Tauscher acquired 17.1 Common Units from the Partnership at $3.9874 per unit, reflecting the reinvestment of cash distributions pursuant to a benefit plan.
Other than as described herein, to the best knowledge of each of the Reporting Persons, none of the Reporting Persons or, to the Reporting Persons' knowledge, the Listed Persons, have not effected any transactions in the Common Units during the past sixty days.
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| (d) | Other than Issuer's quarterly distributions which all holders of Issuer's Common Units of record are entitled to receive, no person is known by any Reporting Person to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, any Common Units owned by any Reporting Person. |
| (e) | Not applicable. |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:
Item 4 of this Amendment No. 7 is incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | Item 7 of the Original Schedule 13D is hereby amended and supplemented as follows:
Exhibit E Termination Agreement, dated December 26, 2024, between Martin Resource Management Corporation and Martin Midstream Partners L.P. (incorporated by reference to Exhibit 10.1 to the Issuer's Current Report on Form 8-K filed on December 26, 2024).
Exhibit 99.A The Listed Persons Information.
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(a)