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Martin Resource Management
Corporation ("MRMC"), owner of the general partner of Martin Midstream
Partners L.P.
("MMLP" or the "Partnership") announced today that
certain affiliated investment funds managed by Alinda Capital Partners
("Alinda") will acquire a 49% voting interest (50% economic interest) in MMGP
Holdings LLC ("Holdings"), a newly-formed sole member of Martin Midstream GP
LLC ("MMGP"), the general partner of MMLP. Alinda is one of the world's
largest infrastructure investment firms with approximately $7.8 billion in
equity commitments. The transaction is expected to close in the third quarter
of 2013 and is subject to customary closing conditions.
Martin Midstream Partners L.P.
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Alinda logo
Ruben Martin, President and Chief Executive Officer of MRMC, said, "We are
delighted to partner with Alinda. Their existing midstream asset portfolio,
together with MMLP's existing asset base and operational expertise, creates a
unique opportunity for significant growth for the Partnership over the next
several years. We look forward not only to potential asset drop-downs from
Alinda, but also additional acquisitions and development opportunities, many
of which would have previously been out of reach for the Partnership. Alinda's
large capital base and desire for future additional investment in MMLP should
serve the Partnership well as we move forward together as partners."
Chris Beale, Managing Partner of Alinda, said: "We are pleased to be entering
into a partnership with Ruben Martin and MRMC. We have been very impressed
with the operational proficiency of the MRMC management team and MMLP's
existing business lines. We are eager to partner with them on future
opportunities for MMLP and look forward to a long and successful partnership
with an emphasis on quality operations and growth."
MMGP Details
Upon closing of the transaction and for a period of one year, Alinda will have
the right to appoint two members to the board of directors of MMGP (the "MMGP
Board"). After the initial one-year period, Alinda will have the right to
appoint one additional member, totaling three appointees to the MMGP Board. At
closing and all times thereafter, the MMGP Board will consist of seven
members, at least three of which are required to be independent in accordance
with SEC and NASDAQ requirements. MRMC will retain the right to appoint five
members to the MMGP Board for the initial one-year period and four members
beyond the initial one-year period. There will be no change of control as a
result of this transaction.
Upon closing of the transaction, MMGP will execute an amended and restated
limited liability company agreement containing revised corporate governance
procedures and the new MMGP Board appointment process. Other than the MMGP
limited liability company agreement, there will be no change to MMLP's
governing documents as a result of this transaction. MMGP will continue to own
the incentive distribution rights and its 2% general partnership interest in
MMLP.
MRMC Details
In addition to its 51% voting interest in Holdings, MRMC, through various
wholly-owned subsidiaries, will continue to be the largest unit holder of MMLP
owning approximately 5.1 million common limited partnership units of MMLP. All
proceeds received by MRMC from Alinda in this transaction will be used to pay
down outstanding indebtedness at MRMC.
Approvals
MRMC's board of directors and Alinda's investment committee have approved the
transaction. The transaction does not require MMGP Board or regulatory
approval.
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