MARTIN MIDSTREAM PARTNERS L.P. (NASDAQ:MMLP) Files An 8-K Entry into a Material Definitive Agreement

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MARTIN MIDSTREAM PARTNERS L.P. (NASDAQ:MMLP) Files An 8-K Entry into a Material Definitive Agreement

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.

Amendment to Third Amended and Restated Credit Agreement

On July 8, 2020, Martin Operating Partnership L.P. (the “Operating Partnership”), a wholly owned subsidiary of Martin Midstream Partners L.P. (the “Partnership”), and the Partnership entered into an Eleventh Amendment to Third Amended and Restated Credit Agreement (the “Eleventh Amendment”) with Royal Bank of Canada, as administrative agent and collateral agent for the lenders and as an L/C Issuer and a lender, and the other lenders party thereto, which amends the Third Amended and Restated Credit Agreement, dated as of March 28, 2013, as amended (the “Credit Agreement”). The Eleventh Amendment was entered into, in part, to facilitate the transactions contemplated by the previously disclosed Restructuring Support Agreement dated June 25, 2020 (the “Restructuring Support Agreement”), among the Partnership, its general partner, Martin Midstream GP LLC, the Operating Partnership, certain other subsidiaries of the Partnership, and certain holders (the “Supporting Holders”) that, as of the date hereof, beneficially owned approximately 74.3% in principal amount of the Partnership’s 7.25% senior unsecured notes due 2021 (the “Existing Notes”).

Upon the closing of the Eleventh Amendment, the Credit Agreement was amended to, among other things:

Upon the earlier of (x) the closing of the Exchange Offer and Cash Tender Offer contemplated by the Restructuring Support Agreement and satisfaction of certain other conditions set forth in the Eleventh Amendment and (y) August 15, 2020, the Eleventh Amendment will amend the Credit Agreement to, among other things:

The foregoing description of the Eleventh Amendment, set forth in this Item 1.01, does not purport to be complete and is qualified in its entirety by reference to the Eleventh Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Amendment to Restructuring Support Agreement

On July 7, 2020, to the provisions of the Restructuring Support Agreement, the required amount of consenting supporting senior noteholders agreed to waive and extend the following requirements in the Restructuring Support Agreement to:

Backstop Agreement

On July 9, 2020, the Partnership and certain of its subsidiaries entered into a Backstop Agreement (the “Backstop Agreement”) with certain of the Supporting Holders of the Existing Notes (the “Backstop Parties”), to which the Backstop Parties have agreed to purchase any unsubscribed New Notes that have not been purchased by eligible holders in the Rights Offering, or if the Exchange Offer and Cash Tender Offer are not consummated, to the Plan (as defined below).

The Partnership has agreed to pay the Backstop Parties a backstop commitment fee of $3.75 million allocated between the Backstop Parties based on their pro rata share of the backstop commitment, which commitment fee will be paid in New Notes. However, if the Restructuring Support Agreement is terminated due to the Partnership’s governing body exercising its fiduciary duties, if the backstop agreement is materially breached by the Partnership and therefore terminated by the Backstop Parties, or if the New Notes are not issued by August 17, 2020 and the Partnership has not commenced chapter 11 cases, the commitment fee will be paid in cash.

The transactions contemplated by the Backstop Agreement are conditioned upon satisfaction or waiver of customary conditions for transactions of this nature, including, without limitation, that the Exchange Offer and consent solicitation, or Plan, as applicable, shall have been consummated or are being consummated substantially concurrently with closing of the Backstop Agreement, and the Rights Offering shall have been conducted, in each case in all material respects, in accordance with the Restructuring Support Agreement, the Backstop Agreement and other definitive documents described therein.

The transactions are being disclosed in this Current Report on Form 8-K for completeness of disclosure of the terms of the amended Restructuring Support Agreement and the Backstop Agreement. This report shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of any of these securities, in any 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 Exchange Notes and New Notes to be offered in the Exchange Offer and Rights Offering have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), or any state securities laws, and unless so registered, may not be offered or sold in the United States or to U.S. persons except to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws.

The foregoing description of the Backstop Agreement, set forth in this Item 1.01, does not purport to be complete and is qualified in its entirety by reference to the text of the Backstop Agreement, a copy of which is filed as Exhibit 10.2 hereto and is incorporated herein by reference.

The information set forth above in Item 1.01 regarding the Eleventh Amendment is incorporated by reference into this Item 2.03.

Item 7.01. Regulation FD Disclosure.

On July 9, 2020, the Partnership issued a press release announcing (1) the commencement of an exchange offer to certain eligible holders of the Existing Notes (the “Exchange Offer”) for a combination of cash, Exchange Notes, and rights (the “Rights”) to acquire (the “Rights Offering”) New Notes, and (2) a cash tender offer to certain other holders of the Existing Notes (the “Cash Tender Offer”), in each case subject to certain conditions. In conjunction with the Exchange Offer and the Cash Tender Offer, as applicable, the Partnership has also commenced a solicitation of consents from the respective holders of the Existing Notes to amend certain provisions of the indenture governing the Existing Notes. As contemplated by the Restructuring Support Agreement, and in conjunction with the Exchange Offer, the Partnership is also soliciting votes (the “Plan Solicitation”) to accept a prepackaged plan of reorganization (the “Plan”). A copy of the press release is filed herewith as Exhibit 99.1 and incorporated by reference herein.

The information included in this Current Report on Form 8-K under Item 7.01 and Exhibit 99.1 attached hereto is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liabilities of that Section, unless the registrant specifically states that the information is to be considered “filed” under the Exchange Act or incorporates it by reference into a filing under the Exchange Act or the Securities Act of 1933, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits


MARTIN MIDSTREAM PARTNERS L.P. Exhibit
EX-10.1 2 d947577dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 Execution Version ELEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT This ELEVENTH AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”),…
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About MARTIN MIDSTREAM PARTNERS L.P. (NASDAQ:MMLP)

Martin Midstream Partners L.P. is a limited partnership company with operations focused in the United States Gulf Coast region. The Company’s segments include Terminalling and Storage, Natural Gas Services, Sulfur Services and Marine Transportation. The Company owns or operates approximately 30 marine shore-based terminal facilities and over 20 specialty terminal facilities located in the United States. It distributes natural gas liquids (NGLs), and purchases NGLs from refineries and natural gas processors. The Company stores and transports NGLs for wholesale deliveries to refineries, industrial NGL users and propane retailers. It has developed an integrated system of transportation assets and facilities relating to sulfur services. The Company operates a fleet of approximately 40 inland marine tank barges, over 20 inland push boats and approximately three offshore tug and barge units that transport petroleum products and by-products in the United States Gulf Coast region.