Nut Tree Capital Management and Caspian Capital File Definitive Proxy Materials Opposing Merger Between Martin Midstream Partners and Martin Resource Management Corporation

Rhea-AI Summary

Nut Tree Capital Management and Caspian Capital, holding approximately 13.6% of Martin Midstream Partners (MMLP) common units, have filed definitive proxy materials opposing the proposed merger with Martin Midstream Resource at $4.02 per unit. The investors urge unitholders to vote against the merger at the December 30, 2024 Special Meeting, arguing that MMLP's value significantly exceeds the offered price. They criticize the merger's financial analysis as deeply flawed and highlight concerns about conflicts of interest in the negotiation process, particularly involving MRMC's control person, Ruben Martin, III.

Positive

• None.

Negative

• Potential undervaluation in merger price of $4.02 per unit according to major shareholders
• Alleged conflicts of interest in merger negotiation process
• Criticized financial analysis used to justify the merger
• Opposition from significant shareholders holding 13.6% of common units

Nut Tree and Caspian File Definitive Proxy Statement and Send Letter to Unitholders Urging them to Vote "AGAINST" the Merger at MMLP's Special Meeting to be Held on December 30, 2024

Nut Tree and Caspian Believe MMLP is Worth Far More than the Per Unit Price in the Merger

Merger is Insider Led Deal Presenting Massive Conflicts of Interest and MMLP Approval Was Based on Flawed and Biased Financial Analysis in Nut Tree and Caspian's View

Nut Tree and Caspian Highlight MMLP's Bright Future Prospects as a Publicly Traded Company, and Path to Superior Value Creation for Unitholders

NEW YORK, Dec. 2, 2024 /PRNewswire/ -- Nut Tree Capital Management L.P. ("Nut Tree") and Caspian Capital L.P. ("Caspian"), which together with their affiliates have combined exposure in Martin Midstream Partners L.P. (NASDAQ: MMLP) ("MMLP" or the "Company") of approximately 13.6% of the outstanding common units, have filed definitive proxy materials with the Securities and Exchange Commission ("SEC") opposing the sale of MMLP to Martin Midstream Resource Corporation ("MRMC") for $4.02 per common unit (the "Merger") to be voted on during the Company's upcoming meeting of unitholders scheduled for Monday, December 30, 2024 at 10:00 AM Central time (the "Special Meeting").

In connection with the filing of the definitive proxy materials, Nut Tree and Caspian have mailed a letter to MMLP's common unitholders urging them to vote "AGAINST" the Merger at the Special Meeting. As discussed in the definitive proxy materials and the letter, Nut Tree and Caspian oppose the Merger and believe that:

1. MMLP's common units are worth far more than the $4.02 per unit price offered in the Merger;
2. The Company relied on a deeply flawed financial analysis used to justify the Merger that ignored the future prospects for MMLP, which stand to create additional value for unitholders; and
3. The massive conflicts of interest in the Merger and its negotiation process demand the highest degree of scrutiny and skepticism from MMLP unitholders.

Nut Tree and Caspian stated: "We are opposing this merger because we believe MMLP has a bright future as a publicly traded company and is worth far more than the $4.02 per unit being offered to unitholders.  Based on industry-standard valuation methodologies, we believe this is an extremely inadequate price and would unfairly transfer significant value that rightfully belongs to MMLP unitholders to the Company's insiders, including the ultimate control person of MRMC, Ruben Martin, III. By voting AGAINST the proposed merger with MRMC, MMLP unitholders have an opportunity to protect the value of their investment."

The full text of the letter can be viewed here and is also available at www.ProtectMMLPValue.com.

Advisors
Olshan Frome Wolosky LLP and Latham & Watkins LLP are serving as legal counsel to Nut Tree and Caspian.

About Caspian Capital LP
Caspian Capital LP's absolute return strategy was founded in 1997 and is focused on performing, stressed, distressed corporate credit, and value equities. Caspian currently oversees $4.6 billion in assets under management.

About Nut Tree Capital Management LP
Nut Tree Capital, founded in 2015, implements a fundamentals-based strategy focused on distressed credit, stressed/event-driven credit and value equities. Nut Tree currently oversees $4 billion in assets.

Contacts
For Investors:
John Ferguson/Joe Mills
Saratoga Proxy Consulting LLC
(212) 257-1311
info@saratogaproxy.com 

For Media:
Jonathan Gasthalter/Nathaniel Garnick
Gasthalter & Co.
(212) 257-4170

View original content:https://www.prnewswire.com/news-releases/nut-tree-capital-management-and-caspian-capital-file-definitive-proxy-materials-opposing-merger-between-martin-midstream-partners-and-martin-resource-management-corporation-302319289.html

SOURCE Nut Tree Capital Management and Caspian Capital

FAQ

What is the proposed merger price for MMLP units in December 2024?

The proposed merger price is $4.02 per common unit for Martin Midstream Partners (MMLP).

When is MMLP's Special Meeting scheduled for the merger vote?

MMLP's Special Meeting is scheduled for Monday, December 30, 2024, at 10:00 AM Central time.

What percentage of MMLP units do Nut Tree and Caspian collectively own?

Nut Tree Capital Management and Caspian Capital collectively hold approximately 13.6% of MMLP's outstanding common units.

Why are Nut Tree and Caspian opposing MMLP's merger?

They oppose the merger because they believe MMLP is worth far more than $4.02 per unit, cite flawed financial analysis, and express concerns about conflicts of interest in the negotiation process.