Martin Midstream Partners L.P. (Nasdaq: MMLP) (the “Partnership”)
announced today that, in connection with its and its subsidiary,
Martin Midstream Finance Corp.’s (“FinanceCo” and, together with
the Partnership, the “Issuers”), previously announced (1) offer to
exchange (the “Exchange Offer”), consent solicitation, rights
offering and plan solicitation made pursuant to the confidential
Exchange Offer Memorandum, Consent Solicitation, Rights Offering,
and Disclosure Statement Soliciting Acceptances of a Prepackaged
Plan of Reorganization, dated July 9, 2020 (the “Offering
Memorandum”) to Eligible Holders (as defined below), and (2)
separate but related offer to purchase (the “Cash Tender Offer”)
and consent solicitation made pursuant to the Offer to Purchase and
Consent Solicitation Statement, dated July 9, 2020 (the “Offer to
Purchase”) to Other Holders (as defined below), it has received
tenders and consents as of 5:00 p.m., New York City time, on July
23, 2020 (the “Early Participation Date”) of the Issuers’ 7.25%
senior unsecured notes due 2021 (the “Existing Notes”) as set forth
in the following table.
Title of Notes |
|
AggregateOutstanding |
|
Election Option |
|
Principal AmountTendered by EarlyParticipation
Date |
|
PercentTendered byEarlyParticipationDate |
7.25%
SeniorUnsecuredNotes due 2021 |
|
$364,456,000 |
|
Exchange Offer Option 1 –Cash Election |
|
$1,769,000 |
|
0.485% |
Exchange Offer Option 2 –Exchange Notes Election |
|
$34,484,000 |
|
9.462% |
Exchange Offer Option 3 –New Notes and ExchangeNotes Election |
|
$298,085,000 |
|
81.789% |
Cash
Tender Offer |
|
$1,125,000 |
|
0.309% |
Total |
|
|
|
|
|
$335,463,000 |
|
92.045% |
As previously announced, the Exchange Offer and the Cash Tender
Offer are scheduled to expire at 5:00 p.m., New York City time, on
August 7, 2020, unless extended or earlier terminated by the
Partnership (such date and time with respect to the Exchange Offer
or the Cash Tender Offer, as applicable, as the same may be
extended or earlier terminated with respect to such offer, the
“Expiration Time”). Eligible Holders may tender their Existing
Notes in the Exchange Offer until the Expiration Time. Other
Holders may tender their Existing Notes in the Cash Tender Offer
until the Expiration Time. It is expected that the closing of the
Exchange Offer and the closing of the Cash Tender Offer will be on
or about August 12, 2020, which is the third business day following
the Expiration Time, or as soon as practicable thereafter (such
date and time, as the same may be extended with respect to the
Exchange Offer or the Cash Tender Offer, as applicable, the
“Settlement Date”).
Certain holders of the Existing Notes (the “Supporting
Holders”), who as of the date hereof, beneficially owned
approximately $270.7 million aggregate principal amount, or
approximately 74.3%, of the outstanding Existing Notes, have agreed
to, among other things, support and use commercially reasonable
efforts to complete the transactions, including by (i) tendering
their Existing Notes in the Exchange Offer in accordance with the
Backstop Agreement, dated as of July 9, 2020, between the
Partnership and certain of its subsidiaries, and certain of the
Supporting Holders, which was attached as Exhibit 10.2 to the
Partnership’s Current Report on Form 8-K filed on July 9, 2020,
(ii) delivering their consents in the related consent solicitation
and (iii) voting in favor of the prepackaged plan of
reorganization, as contemplated by the Restructuring Support
Agreement, dated as of June 25, 2020, between the Partnership, its
general partner and certain of its subsidiaries, and the Supporting
Holders, which was attached as Exhibit 10.1 to the Partnership’s
Current Report on Form 8-K filed on June 26, 2020, as amended as
previously disclosed in the Partnership’s Current Report on Form
8-K filed on July 9, 2020.
The Exchange Offer and the Cash Tender Offer are each subject to
certain closing conditions, including, among other things,
participation in the offers by at least 95% of the outstanding
principal amount of Existing Notes as of the Expiration Time (the
“Minimum Participation Condition”). The Minimum Participation
Condition has not yet been met. The Partnership reserves the right,
in its sole discretion, to: (1) delay accepting any tendered
Existing Notes and delivered consents, terminate or amend or extend
the Exchange Offer, Cash Tender Offer or related consent
solicitations and not to accept for exchange or purchase any
Existing Notes not previously accepted for exchange or purchase;
and (2) amend, modify or waive, in part or in whole, at any time,
or from time to time, the terms of the Exchange Offer, the Cash
Tender Offer or the related consent solicitations in any manner not
prohibited by law.
Consent Solicitations
According to information provided to the Partnership by Epiq
Corporate Restructuring, LLC (“Epiq”) as of the Early Participation
Date, as set forth in the table above, holders of the Existing
Notes had validly tendered (and not validly withdrawn) an aggregate
principal amount of $335,463,000 of the Existing Notes,
representing approximately 92.045% of the aggregate principal
amount of the Existing Notes in the Exchange Offer and the Cash
Tender Offer. Based on the tenders and consents received in the
Exchange Offer and the Cash Tender Offer, the Partnership has
received the requisite majority consent necessary for the adoption
of the proposed amendments (the “Proposed Amendments”) to the
indenture governing the Existing Notes (the “Existing Notes
Indenture”), which will, among other things, eliminate
substantially all of the restrictive covenants in the Existing
Notes Indenture, delete certain events of default, and shorten the
period of advance notice required to be given to holders of
Existing Notes from 30 days to 3 business days in the case of a
redemption of the Existing Notes. Promptly following the Expiration
Time, the Partnership, FinanceCo, the guarantors party thereto and
the trustee under the Existing Notes Indenture will enter into a
supplemental indenture (the “Supplemental Indenture”) to amend the
Existing Notes Indenture. The Supplemental Indenture will become
effective upon execution, but the Supplemental Indenture will not
become operative until the time immediately prior to delivery by
the Partnership of the Exchange Offer consideration and the Cash
Tender Offer consideration at the direction of the Exchange Agent
and the Depositary and Information Agent (each as defined below) on
the Settlement Date. Thereafter, Eligible Holders of Existing Notes
not validly tendered in the Exchange Offer that remain outstanding
and Other Holders of Existing Notes not validly tendered in the
Cash Tender Offer that remain outstanding will be bound by the
Proposed Amendments even though they have not consented to the
Proposed Amendments.
Exchange Offer
Pursuant to the terms of the Exchange Offer, Eligible Holders
who validly tendered and did not validly withdraw their Existing
Notes and their consents on or prior to the Early Participation
Date will receive total consideration for each $1,000 in principal
amount of Existing Notes tendered of either (1) $650 in cash
(subject, along with the Cash Tender Offer, to a combined cap of
$77.0 million in aggregate principal amount of Existing Notes)
(“Option 1”), (2) $1,000 in principal amount of 11.50% senior
secured second lien notes due 2025 (the “Exchange Notes”) (“Option
2”), or (3) (a) the right to acquire (the “Rights Offering”) an
Eligible Holder’s pro rata share of $50.0 million of 10.00% senior
secured 1.5 lien notes due 2024 (the “New Notes”), the proceeds of
which will be used to fund the cash portion of the Exchange Offer
and the Cash Tender Offer, to purchase Existing Notes on a pro rata
basis from Eligible Holders that participate in the Rights Offering
with Excess Proceeds (as defined below), if any, and any remaining
proceeds will be used for general partnership purposes and (b)
$1,000 in principal amount of Exchange Notes for such Eligible
Holder’s Existing Notes remaining after application of the Excess
Proceeds (“Option 3”), at the option of each Eligible Holder that
elects to participate in the Exchange Offer, subject to adjustments
as described in the Offering Memorandum. Eligible Holders who
validly tender their Existing Notes after the Early Participation
Date but at or prior to the Expiration Time will receive exchange
consideration for each $1,000 in principal amount of Existing Notes
tendered of either (i) $600 cash or (ii) $950 principal amount of
Exchange Notes. Eligible Holders of Existing Notes accepted for
exchange will also receive accrued and unpaid interest from and
including February 15, 2020 until the Settlement Date. Eligible
Holders’ rights to validly withdraw tendered Existing Notes and
validly delivered consents expired on the Early Participation Date.
Accordingly, tendered Existing Notes in the Exchange Offer may no
longer be withdrawn (except in the limited circumstances described
in the Offering Memorandum).
If the amount of cash consideration required to be paid pursuant
to the cash portion of the Exchange Offer and the Cash Tender Offer
(the “Total Cash Consideration”) is less than $50.0 million, the
Partnership will first purchase Existing Notes from each Eligible
Holder electing Option 3, on a pro rata basis based upon such
Eligible Holder’s participation in the Rights Offering relative to
all Eligible Holders who participated in the Rights Offering, with
Excess Proceeds at a purchase price equal to $1,000 per Existing
Note, and the balance of Existing Notes each such Eligible Holder
tendered that were not accepted for purchase for cash will be
exchanged into Exchange Notes as if such Eligible Holder had made
an election pursuant to Option 2 with respect to such balance of
Existing Notes. “Excess Proceeds” will be an amount equal to (i)
the difference between $50.0 million and the Total Cash
Consideration multiplied by (ii) 0.85.
The Exchange Offer and Rights Offering will be made, and the
applicable exchange consideration is being offered and will be
issued, only to holders (1) who are (x) “qualified institutional
buyers” (“QIBs”), as defined in Rule 144A under the Securities Act
of 1933, as amended (the “Securities Act”), or (y) institutional
“accredited investors” as defined in Rule 501(a)(1), (2), (3), and
(7) of Regulation D (“Regulation D”) of the Securities Act
(“Institutional Accredited Investors”), in each case, in a private
transaction in reliance upon an applicable exemption from the
registration requirements of the Securities Act, such as those
provided by Section 4(a)(2) and/or Regulation D, and (2) outside
the United States, who are not “U.S. persons” (“Non-U.S. Persons”),
as defined in Regulation S (“Regulation S”) under the Securities
Act, in offshore transactions in reliance upon an applicable
exemption from the registration requirements of the Securities Act,
such as that provided by Regulation S (“Eligible Holders”). Only
Eligible Holders are authorized to receive the Offering Memorandum
and to participate in the Exchange Offer and Rights Offering. The
Exchange Offer is made only by, and pursuant to, the terms set
forth in the Offering Memorandum.
If and when issued, the Exchange Notes and the New Notes will
not be registered under the Securities Act or with any securities
regulatory authority of any state or other jurisdiction. Therefore,
the Exchange Notes and the New Notes may not be offered or sold in
the United States or to or for the account or benefit of any U.S.
persons except pursuant to an offering or sale registered under, an
exemption from or in a transaction not subject to the registration
requirements of the Securities Act and any applicable state
securities laws.
Epiq is serving as the Information Agent, Solicitation Agent,
Exchange Agent, Subscription Agent, and Voting Agent (the “Exchange
Agent”) in connection with the Exchange Offer and the related
consent solicitation, Rights Offering and plan solicitation.
Questions concerning the Exchange Offer and the related consent
solicitation, Rights Offering and plan solicitation or requests for
additional copies of the Offering Memorandum or other related
documents may be directed to Epiq at Tabulation@epiqglobal.com,
with a reference to “Martin Midstream” in the subject line.
Eligible Holders who desire to obtain and complete an Exchange
Offer eligibility letter should also contact the Exchange Agent at
the email address above. Consult your broker, dealer, commercial
bank or trust company or other nominee for assistance on how to
tender your Existing Notes and related consents.
Neither the Issuers nor any other person makes any
recommendation as to whether holders should tender their Existing
Notes in the Exchange Offer or provide the consent to the Proposed
Amendments in the consent solicitation, and no one has been
authorized to make such a recommendation. Eligible Holders of
securities should read carefully the Offering Memorandum before
making an investment decision to participate in the Exchange Offer.
In addition, Eligible Holders must make their own decisions as to
whether to tender their Existing Notes in the Exchange Offer and
provide the consent in the related consent solicitation, and if
they so decide, the principal amount of the Existing Notes to
tender.
Cash Tender Offer
Pursuant to the terms of the Cash Tender Offer, the
consideration for each $1,000 principal amount of the Existing
Notes validly tendered after the Early Participation Date and
accepted by us for purchase by Other Holders pursuant to the Cash
Tender Offer will be $600. Other Holders who validly tendered and
did not validly withdraw their Existing Notes and their consents on
or prior to the Early Participation Date will receive total
consideration of $650 for each $1,000 principal amount of the
Existing Notes validly tendered and accepted by us for purchase
pursuant to the Cash Tender Offer. Each Other Holder will also
receive accrued and unpaid interest on its Existing Notes from
February 15, 2020 up to, but not including, the Settlement Date for
all of its Existing Notes validly tendered and accepted by us for
purchase pursuant to the Cash Tender Offer. Other Holders’ rights
to validly withdraw tendered Existing Notes and validly delivered
consents expired on the Early Participation Date. Accordingly,
tendered Existing Notes in the Cash Tender Offer may no longer be
withdrawn (except in the limited circumstances described in the
Offer to Purchase).
Holders of Existing Notes that are not QIBs, not Institutional
Accredited Investors and not Non-U.S. Persons are eligible to
participate in the Cash Tender Offer (such holders, the “Other
Holders”). Eligible Holders are not Other Holders, and therefore
not eligible to participate in the Cash Tender Offer. The Cash
Tender Offer is made only by, and pursuant to, the terms set forth
in the Offer to Purchase.
Other Holders of Existing Notes may also contact their brokers,
dealers, commercial banks or trust companies for assistance
concerning the Cash Tender Offer and related consent solicitation.
Epiq will act as the Depositary and Information Agent (the
“Depositary and Information Agent”) for the Cash Tender Offer and
related consent solicitation. Questions regarding the terms of the
Cash Tender Offer and related consent solicitation may also be
directed to the Depositary and Information Agent. Requests for
additional copies of documentation related to the Cash Tender Offer
and related consent solicitation, requests for copies of the
Existing Notes Indenture and any questions or requests for
assistance in tendering may be directed to the Depositary and
Information Agent at Tabulation@epiqglobal.com, with a reference to
“Martin Midstream” in the subject line. Other Holders who desire to
obtain and complete a Cash Tender Offer eligibility letter should
also contact the Depositary and Information Agent at the email
address above.
Neither the Issuers nor any other person makes any
recommendation as to whether holders should tender their Existing
Notes in the Cash Tender Offer or provide the consent to the
Proposed Amendments in the consent solicitation, and no one has
been authorized to make such a recommendation. Other Holders of
securities should read carefully the Offer to Purchase before
making an investment decision to participate in the Cash Tender
Offer. In addition, Other Holders must make their own decisions as
to whether to tender their Existing Notes in the Cash Tender Offer
and provide the related consent in the consent solicitation, and if
they so decide, the principal amount of the Existing Notes to
tender.
Additional Information
This press release is for informational purposes only and does
not constitute an offer to purchase or exchange or a solicitation
of an offer to purchase or exchange any Existing Notes or an offer
to sell securities. The Exchange Offer, the related consent
solicitation, the Rights Offering and the related plan solicitation
are being made solely through, and pursuant to the terms of the
confidential Offering Memorandum. The Cash Tender Offer and the
related consent solicitation are being made solely through, and
pursuant to, the terms of the confidential Offer to Purchase. The
offers are not be made to holders of the Existing Notes in any
jurisdiction in which the making or acceptance thereof would not be
in compliance with the securities, blue sky or other laws of such
jurisdiction. The Exchange Notes and the New Notes issuable upon
exercise of the rights in the Rights Offering are also subject to
further restrictions on transfer as set forth in the Offering
Memorandum.
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 lines include: (1) terminalling, processing, storage, and
packaging services for petroleum products and by-products; (2) land
and marine transportation services for petroleum products and
by-products, chemicals, and specialty products; (3) sulfur and
sulfur-based products processing, manufacturing, marketing and
distribution; and (4) natural gas liquids marketing, distribution
and transportation services.
Forward Looking Statements
Statements about the Partnership’s outlook and all other
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, including (i) the current and potential
impacts of the COVID-19 pandemic generally, on an industry-specific
basis, and on the Partnership’s specific operations and business,
(ii) the Partnership’s ability to refinance its senior unsecured
notes due February 15, 2021 prior to August 19, 2020, (iii) the
Partnership’s pursuit of strategic alternatives, (iv) the effects
of the continued volatility of commodity prices and the related
macroeconomic and political environment, and (v) other factors,
many of which are outside its 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 “SEC”).
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 except
where required to do so by law.
The information in the Partnership’s website is not, and shall
not be deemed to be, a part of this notice or incorporated in
filings the Partnership makes with the SEC.
Additional information concerning the Partnership is
available on the Partnership’s website at
www.MMLP.com or by contacting:
Sharon Taylor – Head of Investor Relations(877) 256-6644
Martin Midstream Partners (NASDAQ:MMLP)
Historical Stock Chart
From Mar 2024 to Apr 2024
Martin Midstream Partners (NASDAQ:MMLP)
Historical Stock Chart
From Apr 2023 to Apr 2024