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 Talens 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 Partnerships 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 holders 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 holders 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.