Deal Description: On January 31, 2023, Martin Midstream Partners L.P. (NASDAQ:MMLP) (“MMLP”) announced the pricing of an offering by MMLP and its wholly owned subsidiary, Martin Midstream Finance Corp. (together with MMLP, the “Issuers”), of $400 million in aggregate principal amount of the Issuers’ 11.500% senior secured second lien notes due 2028 (the “New Notes”). The offering is expected to close on February 8, 2023, subject to customary closing conditions.
The Issuers intend to use the net proceeds from the offering to (i) repurchase any and all of the approximately $53.7 million outstanding aggregate principal amount of the Issuers’ 10.000% senior secured 1.5 lien notes due 2024 and the approximately $291.4 million outstanding aggregate principal amount of the Issuers’ 11.500% senior secured second lien notes due 2025 (collectively, the “Existing Notes”) through cash tender offers (the “Tender Offers”), (ii) to the extent any Existing Notes remain outstanding after the Tender Offers, pay the redemption price of such Existing Notes using the optional redemption provisions of the indentures governing the Existing Notes, (iii) pay fees and expenses incurred in connection with the offering or the repurchase of the Existing Notes and (iv) partially repay outstanding borrowings under MMLP’s revolving credit facility.
In connection with the offering of the New Notes, MMLP’s wholly owned subsidiary, Martin Operating Partnership L.P., as borrower, MMLP and certain of MMLP’s other subsidiaries, as guarantors, entered into an amendment to MMLP’s existing revolving credit facility (as so amended, the “Amended Credit Facility”). The Amended Credit Facility will become effective upon the closing of the offering of the New Notes and the satisfaction of certain other conditions related thereto. The Amended Credit Facility amends MMLP’s existing revolving credit facility entered into on March 28, 2013 to, among other things, (i) extend the stated maturity date from August 2023 to February 2027; (ii) reduce the commitments from $275.0 million to $200.0 million, then further reduce such commitments to $175.0 million on June 30, 2023 and then further reduce such commitments to $150.0 million on June 30, 2024; and (iii) permit the revolving credit facility to be increased from time to time upon MMLP’s written request, subject to certain conditions (including the consent of the increasing lenders), up to an additional $50.0 million.
Baker Botts is representing MMLP in the notes offering, the Tender Offers and the Amended Credit Facility.
MMLP, headquartered in Kilgore, Texas, is a publicly traded limited partnership with a diverse set of operations focused primarily in the Gulf Coast region of the United States. MMLP’s primary business lines include: (1) terminalling, processing, storage, and packaging services for petroleum products and by-products; (2) land and marine transportation services for petroleum products and by-products, chemicals, and specialty products; (3) sulfur and sulfur-based products processing, manufacturing, marketing and distribution; and (4) natural gas liquids marketing, distribution, and transportation services.
Baker Botts Lawyers/Office Involved:
Corporate: Preston Bernhisel (Partner, Dallas); Derek Gabriel (Associate, Dallas); Rusty Shellhorn (Associate, Dallas); Brendan LeMay (Associate, New York)
Finance: Luke Weedon (Partner, Dallas); Caitlin Lawrence (Special Counsel, Houston); Dela Peimani (Associate, Austin); Morgan Copher (Associate, Dallas)
Tax: Steve Marcus (Partner, Dallas); Phillip Clifton (Associate, Houston)
For more information, please see MMLP’s news release by clicking here.
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