8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (date of earliest event reported): May 31, 2011

MARTIN MIDSTREAM PARTNERS L.P.

(Exact name of Registrant as specified in its charter)

DELAWARE (State of incorporation or organization)	000-50056 (Commission file number)		05-0527861 (I.R.S. employer identification number)
4200 STONE ROAD
KILGORE, TEXAS (Address of principal executive offices)		75662 (Zip code)

Registrant’s telephone number, including area code: (903) 983-6200

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):

      o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

      o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

      o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

      o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01.                      Entry into a Material Definitive Agreement

On May 31, 2011, Martin Midstream Partners L.P. (“MMLP”) entered into a definitive agreement with Martin Resource Management Corporation (“MRMC”) to form Redbird Gas Storage LLC (“Redbird”), a natural gas storage joint venture formed to invest in Cardinal Gas Storage Partners (“Cardinal”).  The general partner interests of MMLP are owned indirectly by MRMC.  In conjunction with the agreement, MMLP acquired all of the Class B equity interests in Redbird for approximately $59.3 million.  The Class B equity interests of Redbird owned by MMLP represent Redbird’s pro-rata interest in Cardinal’s ownership of Monroe Gas Storage Company, LLC.

Item 7.01.       Regulation FD Disclosure.

     On May 31, 2011, MMLP issued a press release announcing that it has entered into a definitive agreement with MRMC to form Redbird.  A copy of the press release is furnished as an exhibit to this Current Report.

     In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item 7.01 and in the attached exhibit shall be deemed to be “furnished” and not be deemed to be “filed” for purposes of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”).

Item 9.01.       Financial Statements and Exhibits.

      (c)       Exhibits

     In accordance with General Instruction B.2 of Form 8-K, the information set forth in the attached exhibit is deemed to be “furnished” and not be deemed to be “filed” for purposes of the Exchange Act.

EXHIBIT NUMBER		DESCRIPTION
99.1	—	Press release dated May 31, 2011

 1

  SIGNATURES

     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MARTIN MIDSTREAM PARTNERS L.P.
	By:	Martin Midstream GP LLC
		Its General Partner
Date: May 31, 2011	By:	/s/ Robert D. Bondurant
		Robert D. Bondurant,
		Executive Vice President and Chief Financial Officer

 2

INDEX TO EXHIBITS

EXHIBIT NUMBER		DESCRIPTION
99.1	—	Press release dated May 31, 2011.

EX-99.1

Exhibit 99.1

MARTIN MIDSTREAM PARTNERS L.P. AND

MARTIN RESOURCE MANAGEMENT CORPORATION

ANNOUNCE FORMATION OF NATURAL GAS STORAGE JOINT VENTURE

KILGORE, TX – May 31, 2011 (GlobeNewswire) – Martin Resource Management Corporation (“MRMC”) and Martin Midstream Partners L.P. (NASDAQ: MMLP) (“MMLP” or the “Partnership”) announced today the formation of Redbird Gas Storage LLC, (“Redbird” or the “Joint Venture”), a natural gas storage joint venture formed to invest in Cardinal Gas Storage Partners (“Cardinal”).  Cardinal is a joint venture between Redbird and Energy Capital Partners that is focused on the development, construction, operation and management of natural gas storage facilities across North America.  In conjunction with the formation of the Joint Venture, MMLP acquired all of the Class B equity interests in Redbird for approximately $59.3 million (the “Investment”).

Concurrent with the closing of the Investment, Cardinal acquired all of the outstanding equity interests in Monroe Gas Storage Company, LLC (“Monroe”) as well as an option on development rights to an adjacent depleted reservoir facility (the “Option”).  The primary asset of Monroe is a FERC-regulated, high-deliverability, depleted reservoir natural gas storage facility (the “Facility”) strategically located in northeast Mississippi near the Southeastern U.S. natural gas corridor.  The Facility was placed into service in 2009 and has current working gas capacity of approximately 12 billion cubic feet (“Bcf”).  Monroe is the largest multi-interconnect storage facility in the Black Warrior Basin with direct interconnects to the Tennessee Gas Pipeline 500 and Texas Eastern M-1 lines.  Subject to further development and FERC approval, the Facility is expected to be expanded to 14 Bcf of working gas capacity in the first quarter 2012.  If Cardinal exercises its Option, Monroe would have development rights of up to an additional 10 Bcf of working gas capacity.

The Class B equity interests of Redbird owned by MMLP represent Redbird’s pro-rata interest in Cardinal’s ownership of Monroe.  In addition to the Investment, MMLP anticipates funding up to an additional $5 million over the next six months for growth capital expenditures related to Monroe.  If the Option is exercised, MMLP will have the right to fund its pro-rata share of the option exercise price and growth capital expenditures related to the Option.

Based on current market conditions and operational estimates, MMLP estimates that it will receive approximately $6 to $7 million in annual cash distributions from the Investment.  MRMC will continue to own all of the outstanding Class A equity interests in Redbird, which represent Redbird’s pro-rata interest in all of Cardinal’s other existing and future gas storage development projects including Arcadia Gas Storage, Perryville Gas Storage and Cadeville Gas Storage but excluding Monroe.

In conjunction with the Investment, MMLP and MRMC entered into a limited liability company agreement governing the Redbird joint venture (the “LLC Agreement”).  The Investment and LLC Agreement were approved by the Conflicts Committee and the Board of Directors of Martin Midstream GP LLC (“MMGP”), the general partner of the Partnership.  The Investment is expected to be accretive to MMLP unitholders and was funded using availability under the Partnership’s existing credit facility.

Ruben Martin, President and Chief Executive Officer of MMGP, said, "We are pleased to announce our first investment in natural gas storage through the purchase of the Class B interests in Redbird.  Our interest in Redbird is tied to the performance of Monroe, whose strategic location and potential upside from additional development opportunities make this an attractive opportunity for MMLP.  Further, this investment continues our strategic plan to bring high quality, fee-based cash flows to MMLP and its unitholders.”

About Martin Midstream Partners L.P.

Martin Midstream Partners is a publicly traded limited partnership with a diverse set of operations focused primarily in the United States Gulf Coast region.  The Partnership’s primary business lines include: terminalling and storage services for petroleum products and by-products; natural gas gathering and processing and NGL distribution services; and sulfur and sulfur-based products processing, manufacturing, marketing and distribution; marine transportation services for petroleum products and by-products.

Additional information concerning Martin Midstream is available on its website at www.martinmidstream.com.

Contact:                 Joe McCreery, Vice President – Finance & Head of Investor Relations,

Martin Midstream Partners L.P.

Phone: (903) 988-6425

joe.mccreery@martinmlp.com