Martin Midstream Partners’ Restructuring Support Agreement

Akin Gump Strauss Hauer & Feld LLP served as legal counsel and Stephens Inc. served as financial advisor to the Company. Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel to the Supporting Holders.

Martin Midstream Partners L.P.’s (the “Partnership”) announcement that it, its general partner, Martin Midstream GP LLC, and its subsidiaries Martin Midstream Finance Corp. (“FinanceCo”), Martin Operating GP LLC, Martin Operating Partnership L.P., Redbird Gas Storage LLC, Talen’s Marine & Fuel, LLC and Martin Transport, Inc. (together with the Partnership and FinanceCo, collectively, the “Company”) have entered into a restructuring support agreement with the Supporting Holders that beneficially own over 62% in principal amount of the Partnership and FinanceCo’s 7.25% Unsecured Notes due 2021.

The Restructuring Support Agreement contemplates that the Partnership and FinanceCo will commence an out-of-court exchange offer (the “Exchange Offer”) to exchange Existing Notes for a combination of cash, 11.50% Senior Secured Second Lien Notes due 2025 (the “Exchange Notes”), and rights to acquire 10.00% Senior Secured 1.5 Lien Notes due 2024 (the “New Notes”), subject to the terms and conditions of the Restructuring Support Agreement. In connection with the Exchange Offer, the Company will also commence a consent solicitation to make certain proposed amendments to the terms of the indenture governing the Existing Notes by eliminating or modifying certain restrictive covenants and other provisions.

As an alternative to the Exchange Offer, the Company agreed in the Restructuring Support Agreement to solicit acceptances from eligible holders of the Existing Notes of a prepackaged plan of reorganization (the “Prepackaged Plan”). In the event certain conditions to the Exchange Offer are not satisfied, and if a sufficient number of holders and amount of Existing Notes vote to accept the Prepackaged Plan, the Company intends to file petitions under chapter 11 of the U.S. Bankruptcy Code and pursue an in-court restructuring to implement the transactions contemplated herein.

Martin Midstream Partners L.P. is a publicly traded limited partnership with a diverse set of operations focused primarily in the United States Gulf Coast region. The Partnership’s primary business lines include: terminalling, processing, storage, and packaging services for petroleum products and by-products; land and marine transportation services for petroleum products and by-products, chemicals, and specialty products; sulfur and sulfur-based products processing, manufacturing, marketing and distribution; and natural gas liquids marketing, distribution and transportation services.

The Skadden team for the Supporting Holders included Corporate Restructuring partners Paul Leake (New York; Picture) and Lisa Laukitis (New York), associate Edward Mahaney-Walter (New York), and law clerk Daniel Kennedy (New York); Capital Markets partner Andrea Nicolás (New York) and associate Sebastian Sanchez Rivera (New York); and Energy and Infrastructure Projects partners Tatiana Monastyrskaya (New York) and Aryan Moniri (Washington, D.C.).

Involved fees earner: Lisa Laukitis – Skadden Arps Slate Meager & Flom; Paul Leake – Skadden Arps Slate Meager & Flom; Edward Mahaney-Walter – Skadden Arps Slate Meager & Flom; Tatiana Monastyrskaya – Skadden Arps Slate Meager & Flom; Aryan Moniri – Skadden Arps Slate Meager & Flom; Andrea Nicolas – Skadden Arps Slate Meager & Flom; Sebastian Jose Sanchez-Rivera – Skadden Arps Slate Meager & Flom;

Law Firms: Skadden Arps Slate Meager & Flom;

Clients: Martin Midstream Partners – Supporting Holders;

Author: Ambrogio Visconti