Martin Resource Management plans to buy MMLP, which was split off as a public company from privately held MRMC in 2002, for $4.02 per common unit. (Source: Shutterstock)
A group of shareholders is publicly opposing the proposed $132 million merger between Martin Midstream Partners (MMLP) and privately held Martin Resource Management (MRMC), which is scheduled for a shareholder vote on Dec. 30.
Martin Resource Management plans to buy MMLP, which was split off as a public company from privately held MRMC in 2002, for $4.02 per common unit.
Nut Tree Capital Management and Caspian Capital claim to represent about 13.6% of outstanding shares of MMLP, according to a Dec. 2 press release. In a filing with the Securities and Exchange Commission, the firms accused MRMC of proposing an insider deal that undervalues the cost of the shares.
“Using a multiple of 9.0x 2024 EBITDA … would imply that MMLP is worth over $15.40 per common unit, more than 280% over the merger price,” the firms said in the letter.
The conflict goes back to the original merger announcement in May. New York- based Nut Tree and Caspian started an unsuccessful takeover bid for the midstream company after Martin Resource originally offered $3.05 per unit. The companies countered with a $4 per unit offer.
In October, Martin Resource countered with a $4.02 per unit offer and said the deal would move to a shareholder vote.
MRMC said the price delivers a 34% shareholder premium to the market closing price before its initial proposal on May 24.
MRMC said in its statement that the proposal has gone through the typical, extensive vetting process required before a merger can go forward.
“The Conflicts Committee of the Board of Directors of the General Partner, which consists of three independent directors, conducted a thorough, nine-month evaluation with the support of independent legal and financial advisors and was diligent about considering the best path forward for MMLP,” said Bob Bondurant, president and CEO of Martin Midstream Partners in the press release.
“The Conflicts Committee unanimously and in good faith determined that the pending merger is fair and reasonable to, and in the best interests of, MMLP and the unaffiliated holders of MMLP common units,” Bondurant said.
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