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): September 23, 2014
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 7.01. Regulation FD Disclosure.
On September 23, 2014, Martin Midstream Partners L.P. (the “Partnership”), issued a press release announcing the commencement of an underwritten public offering of 3,000,000 common units (plus an additional 450,000 common units pursuant to an option to be granted to the underwriters) under its existing shelf registration statement (the “Offering”).
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 99.1 is deemed to be “furnished” and not deemed to be “filed” for purposes of the Securities Exchange Act of 1934, as amended.
Item 8.01. Other Events.
Pursuant to the Offering, the following table shows our cash and cash equivalents and our capitalization as of June 30, 2014:
| • | on an actual basis; and |
| • | on a pro forma and as adjusted basis to give effect to: (a) the purchase of all of the outstanding Category A membership interests in Cardinal Gas Storage Partners LLC (“Cardinal”), which closed on August 29, 2014 (the “Transaction”) and the related purchase accounting adjustment, (b) the sale of 89,252 common units after June 30, 2014 pursuant to our at-the-market program, (c) the issuance of 1,171,265 common units to Martin Product Sales LLC. |
This table should be read in conjunction with our historical financial statements and the accompanying notes incorporated by reference in our prospectus supplement for the Offering.
| June 30, 2014 (In thousands) |
||||||||
| Actual | Pro Forma and as Adjusted |
|||||||
| Cash and cash equivalents |
$ | 2,704 | $ | 7,077 | ||||
| Debt, including current maturities: |
||||||||
| Revolving credit facility(1) |
290,000 | 630,929 | ||||||
| 7.250% Senior Notes due 2021(2) |
402,168 | 402,168 | ||||||
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| Total long-term debt |
692,168 | 1,033,097 | ||||||
| Partners’ capital |
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| Common unitholders |
377,673 | 367,103 | ||||||
| General partner |
9,060 | 9,442 | ||||||
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| Total partners’ capital |
386,733 | 376,545 | (3) | |||||
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| Total capitalization |
$ | 1,078,901 | $ | 1,409,642 | ||||
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| (1) | As of September 22, 2014, borrowings under our revolving credit facility were $640.0 million. |
| (2) | Including unamortized premium of $2.2 million. |
| (3) | Based on the application of purchase accounting at the date of the Transaction, the Partnership reduced its carrying value of its investment in Cardinal by approximately $30.4 million, which will be reflected as a non-recurring, non-cash charge in the Partnership’s income statement for the third quarter. |
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Launch Press Release dated September 23, 2014. | |
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: September 23, 2014 | By: | /s/ Robert D. Bondurant | ||
| Robert D. Bondurant, | ||||
| Executive Vice President, Treasurer and | ||||
| Chief Financial Officer | ||||
| Exhibit No. |
Description | |
| 99.1 | Launch Press Release dated September 23, 2014. | |
Exhibit 99.1
Martin Midstream Partners L.P. Announces
Commencement of Public Offering of Common Units
KILGORE, Texas, September 23, 2014 (GlobeNewswire) —Martin Midstream Partners L.P. (Nasdaq: MMLP) (the “Partnership”) announced today that it has commenced an underwritten public offering of 3,000,000 common units (plus up to an additional 450,000 common units pursuant to an option to be granted to the underwriters) under its existing shelf registration statement. The Partnership intends to use the net proceeds from the offering (including any proceeds from the exercise of the underwriters’ option to purchase additional common units) to repay a portion of the outstanding indebtedness incurred under its revolving credit facility and for general partnership purposes. Amounts repaid under the revolving credit facility may be re-borrowed to fund future acquisitions and expansion capital expenditures. BofA Merrill Lynch, RBC Capital Markets, LLC, Wells Fargo Securities, LLC, Deutsche Bank Securities Inc., Goldman, Sachs & Co., Morgan Stanley & Co. LLC, and Raymond James & Associates, Inc. are acting as joint book-running managers for the offering.
The offering is being made by means of a prospectus and related prospectus supplement, copies of which may be obtained from the following addresses:
BofA Merrill Lynch
222 Broadway
New York, NY 10038
Attn: Prospectus Department
Email: dg.prospectus_requests@baml.com
RBC Capital Markets, LLC
Attention: Equity Syndicate
3 World Financial Center
200 Vesey Street, 8th Floor
New York, NY 10281-8098
Telephone: 877-822-4089
Wells Fargo Securities, LLC
Attention: Equity Syndicate Dept.
375 Park Avenue
New York, NY 10152
Telephone: 800-326-5897
Email: cmclientsupport@wellsfargo.com
Deutsche Bank Securities Inc.
Attn: Prospectus Group
60 Wall Street
New York, NY 10025-2836
Telephone: 800-503-2836
Email: prospectus.cpdg@db.com
Goldman, Sachs & Co.
Attn: Prospectus Department
200 West Street
New York, NY 10282
Telephone: 866-471-2526
Email: prospectus-ny@ny.email.gs.com
Morgan Stanley & Co. LLC
Attention: Prospectus Department
180 Varick Street, 2nd Floor
New York, NY 10014
Raymond James & Associates, Inc.
880 Carillon Parkway
St. Petersburg, Florida 33716
Telephone: 800-248-8863
Email: prospectus@raymondjames.com
Once available, you may also obtain these documents for free by visiting EDGAR on the Securities and Exchange Commission’s website at www.sec.gov.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. The offering will be made only by means of a prospectus and related prospectus supplement, which are part of an effective registration statement.
Forward-Looking Statements
Statements in this press 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 the Partnership’s control, which could cause actual results to differ materially from such statements. While the Partnership 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. The Partnership 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 L.P. 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 segments include: (1) terminalling, storage and packaging services for petroleum products and by-products; (2) natural gas services, including liquids distribution services and natural gas storage; (3) sulfur and sulfur-based products processing, manufacturing, marketing and distribution; and (4) marine transportation services for petroleum products and by-products.
Joe McCreery,
Vice President – Finance & Head of Investor Relations
Martin Midstream Partners L.P.
Phone: (903) 988-6425
joe.mccreery@martinmlp.com