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): June 18, 2012

MARTIN MIDSTREAM PARTNERS L.P.

(Exact name of Registrant as specified in its charter)

DELAWARE	000-50056	05-0527861
(State of incorporation or organization)	(Commission file number)	(I.R.S. employer identification number)

4200 Stone Road Kilgore, TX	75662
(Address of principal executive offices)	(Zip code)

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

Not Applicable

(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):

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

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

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

¨ 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 June 18, 2012, Martin Midstream Partners L.P. (the “Partnership”) entered into a definitive agreement to sell its East Texas and Northwest Louisiana natural gas gathering and processing assets owned by Prism Gas Systems I, L.P., a wholly-owned subsidiary of the Partnership, and certain other natural gas gathering and processing assets also owned by the Partnership, to CenterPoint Energy Field Services, LLC (“CEFS”), an indirect, wholly-owned subsidiary of CenterPoint Energy Inc. (“CEFS”), for $275 million (the “Divestiture”) subject to certain purchase price adjustments prior to closing. The assets to be sold include the Partnership’s 50% operating interest in the Waskom Gas Processing Company (“Waskom”). A subsidiary of CEFS owns the remaining 50% interest in Waskom. The definitive agreement contains customary representations and warranties, and indemnities. The Divestiture is subject to customary closing conditions, including antitrust approval. The Divestiture is expected to close on July 31, 2012.

Item 7.01. Regulation FD Disclosure.

On June 19, 2012, the Partnership issued a press release announcing the Divestiture. A copy of the press release is furnished as an exhibit to this Current Report on Form 8-K. The Partnership will host a conference call for analysts and investors on Tuesday, June 19, 2012 at 2:00 p.m. Central Daylight Time to discuss the Divestiture. Details regarding the call are set forth in the attached press release. Slides for the call are furnished as an exhibit to this Current Report on Form 8-K and are available on the Partnership’s website.

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

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.	Description
99.1	Press Release dated June 19, 2012.
99.2	Slide Presentation.

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: June 19, 2012	By:	/s/ Robert D. Bondurant
		Robert D. Bondurant,
		Executive Vice President and
		Chief Financial Officer

Exhibit No.		Description
	99.1	Press Release dated June 19, 2012.
	99.2	Slide Presentation.

EX-99.1

Exhibit 99.1

MARTIN MIDSTREAM PARTNERS L.P. ANNOUNCES

SALE OF NATURAL GAS GATHERING & PROCESSING ASSETS

KILGORE, TX – June 19, 2012 (GlobeNewswire) – Martin Midstream Partners L.P. (NASDAQ: MMLP) (“MMLP” or the “Partnership”) announced today that it has entered into a definitive agreement to sell its East Texas and Northwest Louisiana natural gas gathering and processing assets owned by Prism Gas Systems I, L.P., a wholly-owned subsidiary of MMLP, and certain other natural gas gathering and processing assets also owned by the Partnership to CenterPoint Energy Field Services, LLC (“CEFS”), an indirect, wholly-owned subsidiary of CenterPoint Energy Inc. (NYSE: CNP), for $275 million (the “Divestiture”) subject to certain purchase price adjustments prior to closing. The assets to be sold include the Partnership’s 50% operating interest in the Waskom Gas Processing Company (“Waskom”). A subsidiary of CEFS owns the remaining 50% interest in Waskom. MMLP intends to use the proceeds from this transaction to repay indebtedness under its revolving credit facility and to fund future growth opportunities.

Ruben Martin, President and Chief Executive Officer of Martin Midstream GP LLC (“MMGP”), MMLP’s general partner said, “The divestiture of our East Texas and Northwest Louisiana natural gas gathering and processing assets reduces our exposure to non-fee based cash flow and commodity prices within the Partnership. This will allow us to place greater focus on the expansion of our fee-based core operating assets. We see significant fee-based opportunities within our Terminalling & Storage segment and other opportunities associated with the transportation of hydrocarbons from major shale plays to market. In addition, the divestiture will positively impact our unit holders via strengthened credit and risk metrics.”

The specific assets to be included in the Divestiture include:

• 50% interest in Waskom Gas Processing Company;

• Woodlawn gas processing plant and gathering system;

• McLeod, Hallsville and Darco gas gathering systems; and

• East Texas condensate gathering system.

The Divestiture is subject to customary closing conditions, including antitrust approval. The Divestiture is expected to close on July 31, 2012.

Investors’ Conference Call

The Partnership will host a conference call for analysts and investors on Tuesday, June 19, 2012 at 2:00 p.m. Central Daylight Time to discuss the Divestiture. The conference call can be accessed by calling (877) 878-2695. An audio replay of the conference call will be available by calling (855) 859-2056 from 5:00 p.m. Central Time on June 19, 2012 through 10:59 p.m. Central Time on June 26 2012. The access codes for the conference call and the audio replay are as follows: Conference ID No. 93216491. www.martinmidstream.com. The Partnership will post slides on its website prior to the call.

The Board of Directors of MMGP received a fairness opinion from RBC Capital Markets in connection with the Divestiture.

Forwarding Looking Statements

Statements in this release other than historical facts are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements and all references to financial estimates rely on a number of assumptions concerning future events and are subject to a number of uncertainties and other factors, many of which are outside MMLP’s control, that could cause actual results to differ materially from such statements. While MMLP believes that the

assumptions concerning future events are reasonable, it cautions that there are inherent difficulties in anticipating or predicting certain important factors. A discussion of these factors, including risks and uncertainties, is set forth in the Partnership's annual and quarterly reports filed from time to time with the Securities and Exchange Commission. Martin Midstream Partners disclaims any intention or obligation to revise any forward-looking statements, including financial estimates, whether as a result of new information, future events, or otherwise.

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; marine transportation services for petroleum products and by-products; and sulfur and sulfur-based products processing, manufacturing, marketing and distribution.

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

Joe McCreery,

Vice President—Finance and Head of Investor Relations,

Martin Midstream Partners L.P.

Phone (903) 812-7989

joe.mccreery@martinmlp.com

EX-99.2

Exhibit 99.2

Natural Gas Gathering & Processing Divestiture

June 19, 2012

NASDAQ: MMLP www.martinmidstream.com

Disclosure of Forward Looking Statements

Statements included that are not historical facts (including any statements concerning plans and objectives of management for future operations or economic performance, or assumptions or forecasts related thereto), are forward-looking statements. These statements can be identified by the use of forward-looking terminology including

“forecast,” “may,” “believe,” “will,” “expect,” “anticipate,” “estimate,” “continue,” or other similar words. These statements discuss future expectations, contain projections of results of operations or of financial condition or state other “forward -looking” information. We and our representatives may from time to time make other oral or written statements that are also forward-looking statements.

These forward-looking statements are based upon management’s current plans, expectations, estimates, assumptions and beliefs concerning future events impacting us and therefore involve a number of risks and uncertainties. We caution that forward-looking statements are not guarantees and that actual results could differ materially from those expressed or implied in the forward-looking statements.

Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements for a number of important reasons. A discussion of these factors, including risks and uncertainties, is set forth in Martin Midstream’s annual and quarterly reports filed from time to time with the Securities and Exchange Commission. Martin Midstream expressly disclaims any intention or obligation to revise or update any forward-looking statements whether as a result of new information, future events, or otherwise.

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Disclosure of Non-GAAP Financial Measures

This presentation includes certain non-GAAP financial measures such as EBITDA and Adjusted EBITDA. These non-GAAP financial measures are not meant to be considered in isolation or as a substitute for results prepared in accordance with accounting principles generally accepted in the United States (GAAP). A reconciliation of non-GAAP financial measures included in this presentation to the most directly comparable financial measure calculated and presented in accordance with GAAP is set forth in the Appendix of this presentation or on our web site at www.martinmidstream.com

MMLP’s management believes that these non-GAAP financial measures provide useful information to investors regarding the MMLP’s financial condition and results of operations as they provide another measure of the profitability and ability to service its debt, and are considered important measures by financial analysts covering MMLP and its peers.

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Martin Midstream Partners L.P.

OVERVIEW

• Listed: NASDAQ:MMLP

• October 31, 2002

• MMLP is a publically traded, diversified master limited partnership with operations including:

• Terminalling & Storage

• Natural Gas Services

• Sulfur Services

• Marine Transportation

• MMLP Trading Summary

• Unit Price: $30.58

• Market Cap: $707 million

• Distribution: $0.7625 quarterly

• Current Yield: 10.0%

• Units Outstanding: 23.1 million

*As of June 18, 2012

Transaction Overview

MMLP is simplifying its business mix. We will continue to have four distinct operating segments, however, we are reducing our exposure to natural gas gathering and processing and certain natural gas liquid commodities

MMLP has executed a definitive Purchase & Sale Agreement (PSA) with certain wholly-owned subsidiaries of CenterPoint Energy, Inc. (NYSE: CNP) regarding the sale of certain natural gas gathering & processing assets located in East Texas and Northwest Louisiana

Purchase Price: $275,000,000, all cash consideration– subject to certain due diligence exclusions & add-backs negotiated by the MMLP & CNP which include certain capital expenditures

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Transaction Overview (continued)

Deal Structure:

An asset purchase of the following specific assets/systems:

• Our 50% interest in Waskom Gas Processing Company (remaining 50% already owned by an indirect wholly-owned subsidiary of CNP)

• Our Woodlawn gas processing plant and gathering system

• Our McLeod, Hallsville and Darco gas gathering systems

• Our East Texas condensate gathering system

• Purchase EXCLUDES Prism’s 50% membership

Interstate Pipeline Energy, LLC

Approvals Necessary:

• Sale remains subject to Hart-Scott-Rodino (“HSR”) – anticipated approval to be within 30 days

• The MMLP Board of Directors received a fairness opinion in regards to the consideration for the transaction and has approved the sale

Closing is anticipated to occur on our about July 31, 2012

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Martin Midstream Partners L.P.

DIVERSIFIED OPERATING MIX –

Terminalling & Storage

Natural Gas Services

2012E PRO-FORMA ADJUSTED EBITDA MIX (1)

Sulfur Services

Marine Transportation

33%

14%

15%

46%

(1) Adjusted EBITDA before unallocated SG&A

Potential Uses of the Proceeds— MMLP’s

In the short run, the full amount of the proceeds received will be used to pay down the revolving credit facility. We currently have $295 million drawn as of June 18th

MMLP continually pursues strategic acquisitions. Several targets that complement our existing infrastructure have been identified. Those potential acquisitions are in various working phases and could be consummated within calendar 2012

To date, approximately $200-$300 million of organic growth capital projects have been identified and will be presented to the MMLP BoD

While there is no certainty with respect to the acquisitions, MMLP is confident that it will be able to invest the proceeds at lower multiples than the implied valuation that it is receiving from the divestiture of the Prism assets

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MARTIN MIDSTREAM PARTNERS