
MARTIN MIDSTREAM PARTNERS L.P. (NASDAQ:MMLP) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
Restructuring Support Agreement
On June 25, 2020, Martin Midstream Partners L.P. (the “Partnership”), its general partner, Martin Midstream GP LLC, and Martin Midstream Finance Corp., Martin Operating GP LLC, Martin Operating Partnership L.P., Martin Transport, Inc., Redbird Gas Storage LLC, and Talen’s Marine & Fuel, LLC, entered into a restructuring support agreement (the “Restructuring Support Agreement”) with certain holders (the “Supporting Holders”) that beneficially own over 62% in principal amount of the Partnership’s 7.25% senior unsecured notes due 2021 (the “Existing Notes”), to which the Supporting Holders and the Partnership have agreed to enter into and implement a proposed debt restructuring transaction (the “Restructuring Transaction”) through either an exchange offer (the “Exchange Offer”) and a cash tender offer (the “Cash Tender Offer”) or through a prepackaged plan of reorganization (the “Plan”), subject to the terms and conditions of the Restructuring Support Agreement, including in the term sheet and the Plan attached thereto.
The Restructuring Support Agreement contemplates the following transactions:
(1) $650 in cash for each $1,000 in principal amount of Existing Notes tendered (subject, along with the Cash Tender Offer described below, to a combined cap of $77 million in aggregate principal amount of Existing Notes, and, along with the Cash Tender Offer, the “Cash Offers”),
(2) $1,000 in principal amount of 11.50% senior secured second lien notes due 2025 (the “Exchange Notes”) for each $1,000 in principal amount of Existing Notes tendered, and
(3)
(a) The right to acquire such holder’s pro rata share of $50 million of 10.00% senior secured 1.5 lien notes due 2024 (the “New Notes”, and the offer of the right to acquire such New Notes, the “Rights Offering”), the proceeds of which will be used to fund the Cash Offers;
(b) Holders that participate in the Rights Offering will receive Unused Proceeds (as described below) on a pro rata basis based on the principal amount of Existing Notes participating in the Rights Offering, and $1,000 in principal amount of Exchange Notes for each $1,000 in principal amount of such holder’s Existing Notes remaining after application of the Unused Proceeds; Unused Proceeds will be an amount equal to (i) the difference between $50 million and the amount of cash actually used in the Cash Offers multiplied by (ii) 0.85.