UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13E-3
RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
Martin
Midstream Partners L.P.
(Name of the Issuer)
MARTIN
MIDSTREAM PARTNERS L.P.
MARTIN RESOURCE MANAGEMENT CORPORATION
MMGP HOLDINGS LLC
MARTIN
MIDSTREAM GP LLC
MRMC MERGER SUB LLC
MARTIN RESOURCE LLC
CROSS OIL REFINING & MARKETING, INC.
MARTIN PRODUCT SALES LLC
SENTERFITT HOLDINGS INC.
RUBEN S. MARTIN, III
ROBERT D. BONDURANT
(Name
of Persons Filing Statement)
COMMON UNITS
REPRESENTING LIMITED PARTNER INTERESTS
(Title of Class of Securities)
573331105
(CUSIP Number
of Class of Securities)
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| Robert D. Bondurant
Martin Midstream Partners L.P.
4200 B Stone Road
Kilgore, TX 75662
Telephone: (903) 938-6200 |
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Sharon L. Taylor
Martin Resource Management Corporation
MRMC Merger Sub LLC 4200
B Stone Road Kilgore, TX 75662
Telephone: (903) 938-6200 |
(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of
the Persons Filing Statement)
With copies to:
M. Preston Bernhisel
Baker Botts L.L.P.
2001
Ross Street, Suite 900
Dallas, Texas 75201
Telephone: (214) 953-6500
This statement is filed in connection with (check the appropriate box):
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The filing of solicitation materials or an information statement subject to Regulation 14A (§§ 240.14a-1 through 240.14b-2), Regulation
14C (§§ 240.14c-1 through 240.14c-101) or Rule 13e-3(c)
(§ 240.13e-3(c)) under the Securities Exchange Act of 1934 (“the Act”). |
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The filing of a registration statement under the Securities Act of 1933. |
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A tender offer. |
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| d. |
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None of the above. |
Check the following box if the soliciting materials or information statement referred to in checking box (a) are
preliminary copies: ☒
Check the following box if the filing is a final amendment reporting the results of the transaction: ☐
INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3,
together with the exhibits hereto (this “Transaction Statement”), is being filed with the Securities and Exchange Commission (the “SEC”) by (i) Martin Midstream Partners L.P., a Delaware limited partnership (the
“Partnership”), (ii) Martin Resource Management Corporation, a Texas corporation (“Parent”), (iii) MMGP Holdings LLC, a Delaware limited liability company (“Holdings”), (iv) Martin Midstream GP LLC, a Delaware limited
liability company (the “General Partner”), (v) MRMC Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), (vi) Martin Resource LLC, a Delaware limited liability company (“Resource”), (vii) Cross Oil
Refining & Marketing, Inc., a Delaware corporation (“Cross”), (viii) Martin Product Sales LLC, a Texas limited liability company (“Martin Product”), (ix) Senterfitt Holdings Inc., a Texas corporation
(“Senterfitt”), (x) Ruben S. Martin, III and (xi) Robert D. Bondurant. Collectively, the persons filing this Transaction Statement are referred to as the “filing persons” and the filing persons other than the Parent are
referred to as the “Buyer Filing Parties.”
This Transaction Statement relates to the Agreement and Plan of Merger, dated as of
October 3, 2024, by and among Parent, Merger Sub, a wholly owned subsidiary of Parent, the General Partner, which is the general partner of the Partnership, and the Partnership (the “Merger Agreement”). Pursuant to the Merger
Agreement, Merger Sub will merge with and into the Partnership, with the Partnership surviving as a wholly owned subsidiary of Parent (the “Merger”). The Merger Agreement provides that, at the effective time of the Merger (the
“Effective Time”), each issued and outstanding common unit representing a limited partner interest in the Partnership (each, a “Common Unit”) other than Common Units owned by Parent and its subsidiaries, including the General
Partner (each, a “Public Common Unit”), will be converted into the right to receive $4.02 in cash without any interest (the “Merger Consideration”). The General Partner Interest (as defined in the Partnership Agreement (as
defined below)) of the Partnership and the Common Units held by Parent or its subsidiaries, as applicable, in each case that are issued and outstanding immediately prior to the Effective Time, will be unaffected by the Merger and will remain issued
and outstanding, and no consideration will be delivered in respect thereof. If the Merger is completed, the Common Units will no longer be listed on the Nasdaq Global Select market and the registration of the Common Units with the SEC under the
Securities Exchange Act of 1934, as amended (the “Exchange Act”) will be terminated.
The proposed Merger is a “Rule 13e-3 transaction” under the rules of the SEC. As of October 21, 2024, the Buyer Filing Parties owned an aggregate of 10,149,785 Common Units, representing approximately 26% of the outstanding Common
Units. Mr. Martin is the Chairman of the Board of Directors of the General Partner and the President and Chief Executive Officer and a Director of Parent, and Mr. Bondurant is the President and Chief Executive Officer of the General
Partner and a Director of Parent. Each of the other Buyer Filing Parties may be deemed an affiliate of the Partnership as described in the Proxy Statement (as defined below). Concurrently with the execution of the Merger Agreement, the Partnership
entered into Support Agreements with each of (i) Parent, Cross, Resource and Martin Product, (ii) Senterfitt, (iii) Mr. Bondurant and (iv) Mr. Martin (collectively, the “Support Parties”), pursuant to which the
Support Parties have agreed to vote or cause the 10,149,785 Common Units held by the Support Parties in the aggregate, representing approximately 26% of the total issued and outstanding Common Units as of October 21, 2024, to be voted in favor
of the Merger and the approval of the Merger Agreement (collectively, the “Support Agreements”). The Support Agreements will not be sufficient to approve the Merger and the Merger Agreement on behalf of the holders of the Common Units,
without also obtaining additional votes of other holders of Common Units.
The Conflicts Committee (the “Conflicts Committee”)
of the Board of Directors of the General Partner (the “GP Board”), consisting of three independent directors that satisfy the requirements for membership on the Conflicts Committee that are set forth in the Third Amended and Restated
Agreement of Limited Partnership of the Partnership, dated as of November 23, 2021 (the “Partnership Agreement”), and the Conflicts Committee Charter, has unanimously and in good faith (i) determined that the Merger Agreement and
the transactions contemplated by the Merger Agreement and the Support Agreements, including the Merger, are (A) fair and reasonable to the Partnership and the holders of the Public Common Units (other than Senterfitt, Mr. Martin and the
other directors and officers of Parent) (the “Partnership Unaffiliated Unitholders”) and (B) in the best interests of the Partnership and the Partnership Unaffiliated Unitholders, (ii) approved (such approval constituting
“Special Approval” for all purposes under the Partnership Agreement, including Section 7.9(a) thereof) the Merger Agreement, the Support Agreements and the transactions contemplated by the Merger Agreement and the Support Agreements,
including the Merger, (iii) recommended that the GP Board approve the Merger Agreement, the Support Agreements, the execution, delivery and performance of the Merger Agreement and the Support Agreements and the consummation of the transactions
contemplated by the Merger Agreement and the Support Agreements, including the Merger, (iv) recommended that the GP Board submit the Merger Agreement and the Merger to a vote of the limited partners of the Partnership (the
“Unitholders”), and (v) recommended, and recommended that the GP Board resolve to recommend, approval of the Merger Agreement and the Merger by the Unitholders.
Following the receipt of the recommendation of the Conflicts Committee, the GP Board unanimously and in good faith (i) determined that
the Merger Agreement and the transactions contemplated by the Merger Agreement and the Support Agreements, including the Merger, are (A) fair and reasonable to the Partnership and the Partnership Unaffiliated Unitholders and (B) in the
best interests of the Partnership and the Partnership Unaffiliated Unitholders, (ii) approved the Merger Agreement, the Support Agreements, the execution, delivery and performance of the Merger Agreement and the Support Agreements and the
consummation of the transactions contemplated by the Merger Agreement and the Support Agreements, including the Merger, (iii) authorized and directed that approval of the Merger Agreement and the Merger be submitted to a vote of the Unitholders
and (iv) recommended approval of the Merger Agreement and the Merger by the Unitholders.
Completion of the Merger is subject to certain customary conditions, including, among
others, approval of the Merger Agreement and the Merger, which requires the affirmative vote of holders of at least a majority of the issued and outstanding Common Units (the “Unitholder Approval”). The Partnership is holding a special
meeting of its Unitholders to obtain the Unitholder Approval.
Concurrently with the filing of this Transaction Statement, the Partnership
is filing with the SEC a preliminary proxy statement (the “Proxy Statement”) under Section 14(a) of the Exchange Act with respect to the special meeting of Unitholders, at which Unitholders will be asked to consider and vote on the
proposal to approve the Merger Agreement and the Merger. A copy of the Proxy Statement is attached hereto as Exhibit (a)(1) and a copy of the Merger Agreement is attached as Annex A to the Proxy Statement. All references in this Transaction
Statement to Items numbered 1001 to 1016 are references to Items contained in Regulation M-A under the Act.
Pursuant to General Instruction F to Schedule 13E-3, the information contained in the Proxy Statement,
including all annexes thereto, is expressly incorporated herein by reference in its entirety, and responses to each item herein are qualified in their entirety by the information contained in the Proxy Statement and the annexes thereto. The
cross-references below are being supplied pursuant to General Instruction G to Schedule 13E-3 and show the location in the Proxy Statement of the information required to be included in response to the items of
Schedule 13E-3. As of the date hereof, the Proxy Statement is in preliminary form and is subject to completion. Terms used but not defined in this Transaction Statement shall have the meanings given to them in
the Proxy Statement.
While each of the filing persons acknowledges that the Merger is a “Rule
13e-3 transaction” under the rules of the SEC, the filing of this Transaction Statement shall not be construed as an admission by any filing person, or by any affiliate of a filing person, that the
Partnership is “controlled” by any of the filing persons and/or their respective affiliates.
All information concerning the
Partnership contained in, or incorporated by reference into, this Transaction Statement was supplied by the Partnership. Similarly, all information concerning each other filing person contained in, or incorporated by reference into, this Transaction
Statement was supplied by such filing person.
ITEM 1. SUMMARY TERM SHEET
Regulation M-A, Item 1001
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and
Answers About the Merger and the Special Meeting”
ITEM 2. SUBJECT COMPANY INFORMATION
Regulation M-A, Item 1002
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Summary Term Sheet”
The subject class of equity securities are the Common Units. As of October 21, 2024, 39,001,086 Common Units were outstanding.
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Trading Market and Price. |
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Important Information Regarding the Partnership—Market Price and Cash Distribution Information”
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Important Information Regarding the Partnership—Market Price and Cash Distribution Information”
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Prior Public Offerings. |
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Certain Purchases and Sales of Common Units and Prior Public Offerings”
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Prior Stock Purchases. |
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Certain Purchases and Sales of Common Units and Prior Public Offerings”
ITEM 3. IDENTITY AND BACKGROUND OF FILING PERSON
Regulation M-A, Item 1003
(a) – (c) Name and Address, Business and Background of Entities, Business and Background of Natural Persons.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Parties to the
Merger”
“Information Concerning the Buyer Filing Parties—Business and Background of the Buyer Filing Parties”
“Information Concerning the Buyer Filing Parties—Business and Background of Buyer Filing Parties Control Persons”
“Common Unit Ownership”
“Where You
Can Find More Information”
ITEM 4. TERMS OF THE TRANSACTION
Regulation M-A, Item 1004
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers about the Merger and the Special Meeting”
“Special Factors—Effects of the Merger”
“Special Factors—Recommendations of the Conflicts Committee and the GP Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors—Interests of the Directors and Executive Officers of the General Partner in the Merger”
“Special Factors—Position of the Buyer Filing Parties as to the Fairness of the Merger”
“Special Factors—Purpose and Reasons of the Buyer Filing Parties for the Merger”
“Special Factors—Primary Benefits and Detriments of the Merger”
“Special Factors—Ownership of the Partnership After the Merger”
“Special Factors—Delisting and Deregistration of Common Units”
“Special Factors—No Appraisal Rights”
“Special Factors—Accounting Treatment of the Merger”
“Special Factors—Tax Consequences of the Merger to Unitholders”
“The Partnership Special Meeting—Vote Required for Approval”
“Proposal No. 1 The Merger Proposal”
“Delisting and Deregistration”
“Annex
A: Agreement and Plan of Merger”
Not required by Schedule 13E-3.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and
Answers about the Merger and the Special Meeting”
“Special Factors—Effects of the Merger”
“Special Factors—Interests of the Directors and Executive Officers of the General Partner in the Merger”
“Special Factors—Purpose and Reasons of the Buyer Filing Parties for the Merger”
“Special Factors—Primary Benefits and Detriments of the Merger”
“Proposal No. 1 The Merger Proposal”
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and
Answers about the Merger and the Special Meeting”
“Special Factors—No Appraisal Rights”
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Provisions for Unaffiliated Unitholders. |
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Provisions for Partnership Unaffiliated Unitholders”
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Eligibility for Listing or Trading. |
Not applicable.
ITEM 5. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS
Regulation M-A, Item 1005
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Special Factors—Effects of the Merger”
“Special Factors—Background of the Merger”
“Special Factors—Interests of the Directors and Executive Officers of the General Partner in the Merger”
“Certain Purchases and Sales of Common Units and Prior Public Offerings”
“Information Concerning the Buyer Filing Parties—Prior Contracts and Transactions”
(b) – (c) Significant Corporate Events, Negotiations or Contacts.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special
Factors—Background of the Merger”
“Special Factors—Effects of the Merger”
“Special Factors—Recommendations of the Conflicts Committee and the GP Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors—The Support Agreements”
“Special Factors—Interests of the Directors and Executive Officers of the General Partner in the Merger”
“Special Factors—Position of the Buyer Filing Parties as to the Fairness of the Merger”
“Special Factors—Purpose and Reasons of the Buyer Filing Parties for the Merger”
“Proposal No. 1 The Merger Proposal”
“Information Concerning the Buyer Filing Parties—Prior Contracts and Transactions”
“Annex A: Agreement and Plan of Merger”
“Annex B: Support Agreement (Buyer Filing Parties)”
“Annex C: Support Agreement (Senterfitt)”
“Annex D: Support Agreement (R. Bondurant)”
“Annex E: Support Agreement (R. Martin)”
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Conflicts of Interest. |
Not required by Schedule 13E-3.
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Agreements Involving the Subject Company’s Securities. |
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet—The Partnership Special Meeting—The Support Agreements”
“Special Factors—Effects of the Merger”
“Special Factors—Background of the Merger”
“Special Factors—The Support Agreements”
“Special Factors—Interests of the Directors and Executive Officers of the General Partner in the Merger”
“Special Factors—Financing of the Merger”
“Proposal No. 1 The Merger Proposal”
“Annex A: Agreement and Plan of Merger”
“Annex B: Support Agreement (Buyer Filing Parties)”
“Annex C: Support Agreement (Senterfitt)”
“Annex D: Support Agreement (R. Bondurant)”
“Annex E: Support Agreement (R. Martin)”
ITEM 6. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS
Regulation M-A, Item 1006
Not required by Schedule 13E-3.
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Use of Securities Acquired. |
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special
Factors—Effects of the Merger”
“Special Factors—Purpose and Reasons of the Buyer Filing Parties for the Merger”
“Special Factors—Primary Benefits and Detriments of the Merger”
“Proposal No. 1 The Merger Proposal”
“Annex A: Agreement and Plan of Merger”
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and
Answers About the Merger and the Special Meeting”
“Special Factors—Background of the Merger”
“Special Factors—Effects of the Merger”
“Special Factors—Recommendations of the Conflicts Committee and the GP Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors—The Support Agreements”
“Special Factors—Interests of the Directors and Executive Officers of the General Partner in the Merger”
“Special Factors—Purpose and Reasons of the Buyer Filing Parties for the Merger”
“Special Factors—Financing of the Merger”
“Special Factors—Delisting and Deregistration of Common Units”
“Proposal No. 1 The Merger Proposal”
“Important Information Regarding the Partnership—Market Price and Cash Distribution Information”
“Delisting and Deregistration”
“Annex
A: Agreement and Plan of Merger”
“Annex B: Support Agreement (Buyer Filing Parties)”
“Annex C: Support Agreement (Senterfitt)”
“Annex D: Support Agreement (R. Bondurant)”
“Annex E: Support Agreement (R. Martin)”
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Subject Company Negotiations. |
Not required by Schedule 13E-3.
ITEM 7. PURPOSES, ALTERNATIVES, REASONS AND EFFECTS
Regulation M-A, Item 1013
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and
Answers About the Merger and the Special Meeting”
“Special Factors—Effects of the Merger”
“Special Factors—Background of the Merger”
“Special Factors—Recommendations of the Conflicts Committee and the GP Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors—Position of the Buyer Filing Parties as to the Fairness of the Merger”
“Special Factors—Purpose and Reasons of the Buyer Filing Parties for the Merger”
“Special Factors—Primary Benefits and Detriments of the Merger”
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Special Factors—Background of the Merger”
“Special Factors—Recommendations of the Conflicts Committee and the GP Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors—Purpose and Reasons of the Buyer Filing Parties for the Merger”
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and
Answers About the Merger and the Special Meeting”
“Special Factors—Effects of the Merger”
“Special Factors—Background of the Merger”
“Special Factors—Recommendations of the Conflicts Committee and the GP Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors—Position of the Buyer Filing Parties as to the Fairness of the Merger”
“Special Factors—Purpose and Reasons of the Buyer Filing Parties for the Merger”
“Special Factors—Primary Benefits and Detriments of the Merger”
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and
Answers about the Merger and the Special Meeting”
“Special Factors—Effects of the Merger”
“Special Factors—Background of the Merger”
“Special Factors—Interests of the Directors and Officers of the General Partner in the Merger”
“Special Factors—Position of the Buyer Filing Parties as to the Fairness of the Merger”
“Special Factors—Purpose and Reasons of the Buyer Filing Parties for the Merger”
“Special Factors—Primary Benefits and Detriments of the Merger”
“Special Factors—Ownership of the Partnership After the Merger”
“Special Factors—Financing of the Merger”
“Special Factors—Delisting and Deregistration of Common Units”
“Special Factors— Tax Consequences of the Merger to Unitholders”
“Proposal No. 1 The Merger Proposal”
“Delisting and Deregistration”
“Annex
A: Agreement and Plan of Merger”
ITEM 8. FAIRNESS OF THE TRANSACTION
Regulation M-A, Item 1014
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and
Answers About the Merger and the Special Meeting”
“Special Factors—Resolution of Conflicts of Interest; Standards of Conduct and
Modification of Duties”
“Special Factors—Recommendations of the Conflicts Committee and the GP Board; Reasons for Recommending
Approval of the Merger Proposal”
“Special Factors—Houlihan Lokey Opinion to the Conflicts Committee”
“Special Factors—Position of the Buyer Filing Parties as to the Fairness of the Merger”
“Special Factors—Primary Benefits and Detriments of the Merger”
“Proposal No. 1 The Merger Proposal”
“Annex F: Houlihan Fairness Opinion”
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Factors Considered in Determining Fairness. |
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and
Answers About the Merger and the Special Meeting”
“Special Factors—Effects of the Merger”
“Special Factors—Background of the Merger”
“Special Factors—Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties”
“Special Factors—Recommendations of the Conflicts Committee and the GP Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors — Houlihan Lokey Opinion to the Conflicts Committee”
“Special Factors—Position of the Buyer Filing Parties as to the Fairness of the Merger”
“Special Factors—Purpose and Reasons of the Buyer Filing Parties for the Merger”
“Special Factors—Primary Benefits and Detriments of the Merger”
“Annex F: Houlihan Fairness Opinion”
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Approval of Security Holders. |
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Special Factors—Recommendations of the Conflicts Committee and the GP Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors—Position of the Buyer Filing Parties as to the Merger”
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Unaffiliated Representative. |
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Special Factors—Recommendations of the Conflicts Committee and the GP Board; Reasons for
Recommending Approval of the Merger Proposal”
“Special Factors—Position of the Buyer Filing Parties as to the Fairness of the
Merger”
(e) Approval of Directors.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and
Answers About the Merger and the Special Meeting”
“Special Factors—Background of the Merger”
“Special Factors—Resolution of Conflicts of Interest; Standards of Conduct and Modification of Duties”
“Special Factors—Recommendations of the Conflicts Committee and the GP Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors—Position of the Buyer Filing Parties as to the Fairness of the Merger”
“The Partnership Special Meeting—Recommendation of the Conflicts Committee”
“Proposal No. 1 The Merger Proposal”
(f) Other Offers.
“Special
Factors—Background of the Merger”
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
Regulation M-A, Item 1015
(a) – (b) Report, Opinion or Appraisal; Preparer and Summary of the Report, Opinion or Appraisal.
The discussion and/or presentation materials prepared by Houlihan Lokey, Inc. and provided to the Conflicts Committee, dated June 14, 2024, June 21,
2024, July 1, 2024, July 8, 2024, July 12, 2024, July 30, 2024, August 2, 2024 and October 3, 2024, are set forth as Exhibits (c)(2)–(c)(9), respectively, hereto and are incorporated herein by reference. The
discussion and/or presentation materials prepared by Wells Fargo Securities, LLC and provided to Parent, dated April 25, 2024, May 24, 2024, October 1, 2024 and October 3, 2024, are set forth as Exhibits (c)(11)–(14) hereto
and are incorporated herein by reference. The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special
Factors—Background of the Merger”
“Special Factors—Recommendations of the Conflicts Committee and the GP Board; Reasons for
Recommending Approval of the Merger Proposal”
“Special Factors—Houlihan Lokey Opinion to the Conflicts Committee”
“Special Factors—Wells Fargo Opinion to Parent”
“Special Factors—Position of the Buyer Filing Parties as to the Fairness of the Merger”
“Special Factors—Purpose and Reasons of the Buyer Filing Parties for the Merger”
“Proposal No. 1 The Merger Proposal”
“Annex F: Houlihan Fairness Opinion”
“Annex G: Wells Fargo Fairness Opinion”
(c) Availability of Documents.
The
reports, opinions or appraisals referenced in this Item 9 are filed herewith and will be made available for inspection and copying at the principal executive offices of the Partnership during its regular business hours by any interested holder of
Common Units.
ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Regulation M-A, Item 1007
(a) Source of Funds.
The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors—Financing of the Merger”
“Special Factors—Fees and Expenses”
(b) Conditions.
The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors—Financing of the Merger”
“Proposal No. 1 The Merger Proposal”
(c) Expenses.
The information set
forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors—Financing of the Merger”
“Special Factors—Fees and Expenses”
“Proposal No. 1 The Merger Proposal”
(d) Borrowed Funds.
The information
set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special Factors—Financing of the Merger”
ITEM 11. INTEREST IN SECURITIES OF THE SUBJECT COMPANY
Regulation M-A, Item 1008
(a) Securities Ownership.
The
information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Common Unit Ownership”
(b) Securities Transactions.
The information set forth in the Proxy Statement under the following caption is incorporated herein by reference:
“Certain Purchases and Sales of Common Units and Prior Public Offerings”
ITEM 12. THE SOLICITATION OR RECOMMENDATION
Regulation M-A, Item 1012
(a) Solicitation or Recommendation.
Not required by Schedule 13E-3.
(b) Reasons.
Not required by
Schedule 13E-3.
(c) Intent to Tender.
Not required by Schedule 13E-3.
(d) Intent to Tender or Vote in a Going-Private Transaction.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and
Answers About the Merger and the Special Meeting”
“Special Factors—Recommendations of the Conflicts Committee and the GP Board; Reasons for
Recommending Approval of the Merger Proposal”
“Special Factors—The Support Agreements”
“Special Factors—Position of the Buyer Filing Parties as to the Fairness of the Merger”
“Special Factors—Purpose and Reasons of the Buyer Filling Parties for the Merger”
“The Partnership Special Meeting—Voting by Directors and Executive Officers of the General Partner”
“The Partnership Special Meeting—Voting by Buyer Filing Parties”
“Proposal No. 1 The Merger Proposal”
“Annex B: Support Agreement (Buyer Filing Parties)”
“Annex C: Support Agreement (Senterfitt)”
“Annex D: Support Agreement (R. Bondurant)”
“Annex E: Support Agreement (R. Martin)”
(e) Recommendations of Others.
The
information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and Answers About the Merger and the Special Meeting”
“Special Factors—Background of the Merger”
“Special Factors—Recommendations of the Conflicts Committee and the GP Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors—Position of the Buyer Filing Parties as to the Fairness of the Merger”
“Special Factors—Interests of the Directors and Executive Officers of the General Partner in the Merger”
“The Partnership Special Meeting—Recommendation of the Conflicts Committee”
“The Partnership Special Meeting—Recommendation of the GP Board”
“Proposal No. 1 The Merger Proposal”
“Annex A: Agreement and Plan of Merger”
ITEM 13. FINANCIAL STATEMENTS
Regulation M-A, Item 1010
(a) Financial Information.
The information set forth under the caption “Where You Can Find More Information” in the Proxy Statement is incorporated herein by reference.
The Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023 and Quarterly
Reports on Form 10-Q for the quarterly periods ended March 31, 2024, June 30, 2024 and September 30, 2024 are incorporated herein by reference.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Special Factors—Effects of the Merger”
“Important Information Regarding the Partnership—Historical Selected Financial Information”
“Important Information Regarding the Partnership—Book Value Per Common Unit”
(b) Pro Forma Information.
Not
applicable.
ITEM 14. PERSONS/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED
Regulation M-A, Item 1009
(a) – (b) Solicitations or Recommendations; Employees or Corporate Assets.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Questions and
Answers about the Merger and the Special Meeting”
“Special Factors—Background of the Merger”
“Special Factors—Recommendations of the Conflicts Committee and the GP Board; Reasons for Recommending Approval of the Merger Proposal”
“Special Factors — Houlihan Lokey Opinion to the Conflicts Committee”
“Special Factors—Fees and Expenses”
“The Partnership Special Meeting—Solicitation of Proxies”
ITEM 15. ADDITIONAL INFORMATION
Regulation M-A Item 1011
(a) Agreements, Regulatory Requirements and Legal Proceedings.
Not required by Schedule 13E-3.
(b) Golden Parachute Compensation.
The information set forth in the Proxy Statement under the following captions is incorporated herein by reference:
“Summary Term Sheet”
“Special
Factors—Effects of the Merger”
“Special Factors—Interests of the Directors and Executive Officers of the General Partner in
the Merger”
“Proposal No. 1 The Merger Proposal”
(c) Other Material Information.
The
information set forth in the Proxy Statement, including all annexes thereto, is incorporated herein by reference.
ITEM 16. EXHIBITS
Regulation M-A, Item 1016
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Exhibit
No. |
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Description |
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| (a)(1) |
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Proxy Statement of Martin Midstream Partners L.P. (incorporated herein by reference to Martin Midstream Partners’ Proxy Statement on Schedule 14A filed concurrently with the SEC). |
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| (a)(2) |
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Letter to Unitholders (incorporated herein by reference to the Proxy Statement filed herewith as Exhibit (a)(1)). |
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| (a)(3) |
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Notice of Special Meeting of Unitholders (incorporated herein by reference to the Proxy Statement filed herewith as Exhibit (a)(1)). |
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| (a)(4) |
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Press release issued by Martin Midstream Partners L.P., dated October
3, 2024 (incorporated by reference to Exhibit 99.1 to Martin Midstream Partners L.P.’s Current Report on Form 8-K filed on October 3, 2024). |
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| (a)(5) |
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Employee Letter, dated October
3, 2024 (incorporated by reference to Exhibit 99.2 to Martin Midstream Partners L.P.’s Current Report on Form 8-K filed on October 3, 2024). |
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| (a)(6) |
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Earnings Call Transcript, dated October 17, 2024 (included in Schedule 14A filed on October
18, 2024 and incorporated herein by reference). |
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| (b)(1) |
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Debt Commitment Letter, dated October 25, 2024, by and among Martin Resource Management Corporation, Regions Bank and Regions Capital Markets, a division of Regions Bank. |
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| (c)(1) |
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Opinion of Houlihan Lokey, Inc. to the Conflicts Committee of the Board of Directors of Martin Midstream Partners L.P., dated October 3, 2024 (incorporated herein by reference to Annex F to the Proxy Statement filed herewith as
Exhibit (a)(1)). |
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| (c)(2) |
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Discussion materials prepared by Houlihan Lokey, Inc., dated June 14, 2024, for the Conflicts Committee of the Board of Directors of Martin Midstream Partners L.P. |
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| (c)(3) |
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Discussion materials prepared by Houlihan Lokey, Inc., dated June 21, 2024, for the Conflicts Committee of the Board of Directors of Martin Midstream Partners L.P. |
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| (c)(4) |
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Discussion materials prepared by Houlihan Lokey, Inc., dated July 1, 2024, for the Conflicts Committee of the Board of Directors of Martin Midstream Partners L.P. |
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| (c)(5) |
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Discussion materials prepared by Houlihan Lokey, Inc., dated July 8, 2024, for the Conflicts Committee of the Board of Directors of Martin Midstream Partners L.P. |
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| (c)(6) |
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Discussion materials prepared by Houlihan Lokey, Inc., dated July 12, 2024, for the Conflicts Committee of the Board of Directors of Martin Midstream Partners L.P. |
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| (c)(7) |
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Discussion materials prepared by Houlihan Lokey, Inc., dated July 30, 2024, for the Conflicts Committee of the Board of Directors of Martin Midstream Partners L.P. |
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| (c)(8) |
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Discussion materials prepared by Houlihan Lokey, Inc., dated August 2, 2024, for the Conflicts Committee of the Board of Directors of Martin Midstream Partners L.P. |
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| (c)(9) |
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Discussion materials prepared by Houlihan Lokey, Inc., dated October 3, 2024, for the Conflicts Committee of the Board of Directors of Martin Midstream Partners L.P. |
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| (c)(10) |
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Opinion of Wells Fargo Securities, LLC to Martin Resource Management Corporation, dated October 3, 2024 (incorporated herein by reference to Annex G to the Proxy Statement filed herewith as Exhibit (a)(1)). |
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| (c)(11) |
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Discussion materials prepared by Wells Fargo Securities, LLC, dated April 25, 2024, for Martin Resource Management Corporation. |
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| (c)(12) |
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Discussion materials prepared by Wells Fargo Securities, LLC, dated May 24, 2024, for Martin Resource Management Corporation. |
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| (c)(13) |
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Discussion materials prepared by Wells Fargo Securities, LLC, dated October 1, 2024, for Martin Resource Management Corporation. |
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| (c)(14) |
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Discussion materials prepared by Wells Fargo Securities, LLC, dated October 3, 2024, for Martin Resource Management Corporation. |
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| (d)(1) |
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Agreement and Plan of Merger, dated as of October 3, 2024, by and among Martin Resource Management Corporation, MRMC Merger Sub LLC, Martin Midstream Partners L.P. and Martin Midstream GP LLC (incorporated herein by reference
to Annex A to the Proxy Statement filed herewith as Exhibit (a)(1)). |
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| (d)(2) |
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Support Agreement, dated as of October 3, 2024, by and between Martin Midstream Partners L.P., Martin Resource Management Corporation, Martin Resource LLC, Cross Oil Refining & Marketing, Inc. and Martin Product Sales
LLC (incorporated herein by reference to Annex B to the Proxy Statement filed herewith as Exhibit (a)(1)). |
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| (d)(3) |
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Support Agreement, dated as of October 3, 2024, by and between Martin Midstream Partners L.P. and Senterfitt Holdings Inc. (incorporated herein by reference to Annex C to the Proxy Statement filed herewith as Exhibit
(a)(1)). |
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| (d)(4) |
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Support Agreement, dated as of October 3, 2024, by and between Martin Midstream Partners L.P. and Robert D. Bondurant (incorporated herein by reference to Annex D to the Proxy Statement filed herewith as Exhibit
(a)(1)). |
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| (d)(5) |
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Support Agreement, dated as of October 3, 2024, by and between Martin Midstream Partners L.P. and Ruben S. Martin, III (incorporated herein by reference to Annex E to the Proxy Statement filed herewith as Exhibit
(a)(1)). |
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| (f)(1) |
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Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated November
23, 2021 (filed as Exhibit 3.2 to the Partnership’s Current Report on Form 8-K, filed November 29, 2021, and incorporated herein by reference). |
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| (f)(2) |
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Delaware Code Title 6 § 17-212. |
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| 107 |
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Filing Fee Table. |
SIGNATURES
After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the
information set forth in this statement is true, complete and correct.
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| Dated as of October 25, 2024 |
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MARTIN MIDSTREAM PARTNERS L.P. |
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By: MARTIN MIDSTREAM GP, LLC |
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its general partner |
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By: |
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/s/ Robert D. Bondurant |
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Name: |
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Robert D. Bondurant |
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Title: |
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President and Chief Executive Officer |
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| Dated as of October 25, 2024 |
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MARTIN RESOURCE MANAGEMENT CORPORATION |
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By: |
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/s/ Sharon L. Taylor |
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Name: |
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Sharon L. Taylor |
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Title: |
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Executive Vice President and Chief Financial Officer |
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| Dated as of October 25, 2024 |
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MMGP HOLDINGS LLC |
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By: |
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/s/ Robert D. Bondurant |
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Name: |
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Robert D. Bondurant |
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Title: |
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Chief Executive Officer |
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| Dated as of October 25, 2024 |
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MARTIN MIDSTREAM GP, LLC |
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By: |
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/s/ Robert D. Bondurant |
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Name: |
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Robert D. Bondurant |
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Title: |
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Chief Executive Officer |
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| Dated as of October 25, 2024 |
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MRMC MERGER SUB LLC |
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By: |
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/s/ Sharon L. Taylor |
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Name: |
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Sharon L. Taylor |
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Title: |
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Executive Vice President and Chief Financial Officer |
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| Dated as of October 25, 2024 |
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MARTIN RESOURCE LLC |
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By: |
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/s/ Sharon L. Taylor |
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Name: |
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Sharon L. Taylor |
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Title: |
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Executive Vice President and Chief Financial Officer |
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| Dated as of October 25, 2024 |
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CROSS OIL REFINING & MARKETING, INC. |
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By: |
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/s/ Sharon L. Taylor |
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Name: |
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Sharon L. Taylor |
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Title: |
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Executive Vice President and Chief Financial Officer |
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| Dated as of October 25, 2024 |
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MARTIN PRODUCT SALES LLC |
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By: |
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/s/ Sharon L. Taylor |
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Name: |
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Sharon L. Taylor |
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Title: |
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Executive Vice President and Chief Financial Officer |
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| Dated as of October 25, 2024 |
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SENTERFITT HOLDINGS INC. |
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/s/ Ruben S. Martin, III |
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Name: |
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Ruben S. Martin, III |
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Title: |
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President |
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| Dated as of October 25, 2024 |
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RUBEN S. MARTIN, III |
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/s/ Ruben S. Martin, III |
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Ruben S. Martin, III |
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| Dated as of October 25, 2024 |
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ROBERT D. BONDURANT |
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/s/ Robert D. Bondurant |
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Robert D. Bondurant |
Exhibit (b)(1)
October 25, 2024
Martin Resource Management Corporation
4200 B Stone Road
Kilgore, TX 75662
Attn: Sharon Taylor
| Re: |
$200,000,000 Senior Secured Credit Facility |
Dear Sharon:
You, Martin Resource
Management Corporation (“you” or the “Borrower”) have advised us, Regions Bank and Regions Capital Markets, a division of Regions Bank (“RCM” and, together with Regions Bank, “us,”
“we,” or “Regions”) that the Borrower desires to enter into a senior secured credit facility in an aggregate the principal amount of up to $200,000,000 (the “Senior Credit Facility”), as more fully
described in the Summary of Principal Terms and Conditions attached hereto as Annex I and by reference made a part hereof (the “Term Sheet;” and together with this letter, the “Commitment Letter”). Regions
understands that the proceeds of the Senior Credit Facility will be used to (i) consummate the acquisition (the “Acquisition”) pursuant to an acquisition agreement by and among the Borrower or certain of its subsidiaries and
the sellers (together with all exhibits, schedules, and disclosure letters thereto, collectively, the “Acquisition Agreement”) for the purchase of the equity interests of Martin Midstream Partners L.P. (the
“Target”) not already owned, directly or indirectly, by the Borrower, (ii) to pay transaction fees, costs and expenses related to the Senior Credit Facility and the Acquisition, and (iii) to fund the ongoing working
capital and general corporate needs of the Borrower and its subsidiaries. The date on which definitive credit documentation evidencing the Senior Credit Facility closes is referred to as the “Closing Date”. The Acquisition, the
entering into and funding of the Senior Credit Facility and all related transactions are hereinafter collectively referred to as the “Transaction”.
In connection with the foregoing, you have requested that: (i) Regions Bank agree to serve as the sole and exclusive administrative agent
(in such capacity, the “Administrative Agent”) for the Senior Credit Facility and provide a commitment to lend up to $200,000,000 of the Senior Credit Facility and (ii) RCM serve as lead arranger and book runner (in such
capacities, the “Lead Arranger”) for the Senior Credit Facility, and in such capacities to form a syndicate of financial institutions (together with Regions Bank, the “Lenders”) reasonably acceptable to you for the
Senior Credit Facility.
Subject to the terms and conditions in this Commitment Letter (including the Term Sheet), Regions Bank is pleased
to confirm its commitment to extend up to $200,000,000 of the Senior Credit Facility to you and its willingness to act as Administrative Agent for the Senior Credit Facility. RCM is also pleased to confirm its willingness to act as Lead Arranger for
the Senior Credit Facility.
Martin Resource Management Corporation
October 25, 2024
Page
2
| A. |
Terms and Conditions of the Senior Credit Facility |
The principal terms and conditions of the Senior Credit Facility shall include those set forth in the Term Sheet. In addition, the Lead
Arranger, on behalf of the Lenders, may require certain other customary terms and conditions found in a credit facility of this type, which may not be specifically listed in the Term Sheet.
| B. |
Syndication and Other Commitments |
The obligations of Regions and Regions Bank are not conditioned on the syndication of the Senior Credit Facility to any other Lenders,
provided that Wells Fargo Bank, National Association (or an affiliate thereof) (“Wells Fargo”) assumes $100,000,000 of Regions’ commitment to the Senior Credit Facility, and actually funds such commitment at closing.
Regions confirms that it has received a commitment letter from Wells Fargo for up to $100,000,000 of the Senior Credit Facility.
Certain fees payable to Regions in connection with its obligations hereunder are set forth in that certain letter agreement, dated the date
hereof, executed by Regions and acknowledged and agreed to by the Borrower (the “Fee Letter”). The obligations of Regions pursuant to this Commitment Letter are subject to the execution and delivery of the Fee Letter by the
Borrower, which Fee Letter constitutes an integral part of this Commitment Letter.
The undertakings and obligations of Regions under this Commitment Letter are subject to: (i) the preparation, execution and delivery of
mutually acceptable credit documentation, including a credit agreement incorporating substantially the terms and conditions outlined in this Commitment Letter; (ii) the absence of a material adverse change in the business, condition (financial
or otherwise), operations, liabilities (contingent or otherwise), properties or prospects of the Borrower and its subsidiaries or affiliates, taken as a whole as reflected in the respective consolidated financial statements of the Borrower as of
December 31, 2023; (iii) the accuracy of all representations that you or your affiliates make to Regions (including those in Section E below) and all information that the Borrower furnishes to Regions; (iv) the absence of
(x) any information or other matter being disclosed after the date hereof and (y) Regions becoming aware of any information, that, in either case is inconsistent in a material and adverse manner with any information or other material
disclosed to Regions; (v) the completion, and the Borrower’s reasonable cooperation in connection with, our legal, tax, accounting, business, financial, environmental and ERISA due diligence concerning the Borrower and its subsidiaries,
and Regions’ satisfaction in all material respects with the results thereof; (vi) the payment in full of all fees, expenses and other amounts payable hereunder and under the Fee Letter; (vii) the compliance by you with the provisions
of this Commitment Letter; (viii) an initial closing of the Senior Credit
Martin Resource Management Corporation
October 25, 2024
Page
3
Facility on or prior to December 31, 2024; (ix) Wells Fargo assumes $100,000,000 of Regions’ commitments for the Senior Credit Facility on the terms and conditions referred to herein
and in the Term Sheet, (x) internal credit approval of Regions Bank and (xi) the satisfaction of any other conditions set forth in the Term Sheet.
The Borrower represents, warrants and covenants to Regions that (i) all financial statements and other written information that has been
or will be made available to Regions by the Borrower or any of its representatives (or on your or their behalf) in connection with any aspect the transactions contemplated by this Commitment Letter (the “Information”), other than
any Projections, defined below, and information of a general economic or industry specific nature is or will be, when furnished, complete and correct in all material respects and does not or will not, when furnished, contain any untrue statement of
a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading; (ii) all financial projections concerning the Borrower and its subsidiaries and/or the Target and its subsidiaries that
have been or are hereafter made available to Regions or the Lenders by you or any of your representatives (or on your or their behalf) (the “Projections”) have been or will be prepared in good faith based upon assumptions believed
by you to be reasonable at the time such Projections were made. The Borrower agrees to supplement the Information and the Projections from time to time until the Closing Date so that the representations and warranties contained in this Section
E remain correct. In issuing this commitment and in arranging and syndicating the Senior Credit Facility, Regions shall be entitled to use and rely on the accuracy of the Information and the Projections without responsibility for independent
verification thereof. Each of the parties hereto represents and warrants that this Commitment Letter has been duly authorized by, and validly executed and delivered by, such party.
The Borrower authorizes Regions to use and share with its representatives all credit and other confidential or
non-public information regarding the Borrower to the extent permitted by applicable laws and regulations and for the purpose of performing its obligations under this Commitment Letter and the Senior Credit
Facility.
| F. |
Indemnities, Expenses, Etc. |
1. Indemnification. The Borrower agrees to indemnify and hold harmless Regions, each other Lender and each of their
respective affiliates, directors, officers, employees, agents, representatives, legal counsel, and consultants (each, an “Indemnified Person”) against, and to reimburse each Indemnified Person upon its demand for, any losses,
claims, damages, liabilities or other expenses of any kind or nature (“Losses”) incurred by such Indemnified Person or asserted against such Indemnified Person by any third party or by the Borrower or any of its subsidiaries,
insofar as such Losses arise out of or in any way relate to or result from this Commitment Letter, the Fee Letter, the financings and other transactions contemplated by this Commitment Letter (including, without limitation, the performance by any
Indemnified Person of its obligations hereunder) or the use of the proceeds of the Senior Credit Facility, including, without limitation, (i) all Losses arising out of any legal proceeding relating to any of the foregoing (whether or not such
Indemnified Person is a party thereto) and (ii) Losses that arise out of untrue statements made
Martin Resource Management Corporation
October 25, 2024
Page
4
or statements omitted to be made by the Borrower, or with the Borrower’s consent or in conformity with the Borrower’s actions or omissions), in each case whether or not such Indemnified
Person is a party to any such proceeding; provided that the Borrower shall not be liable pursuant to this indemnity for any Losses to the extent that a court having competent jurisdiction shall have determined by a final judgment (not subject to
further appeal) that such Loss resulted from the gross negligence or willful misconduct of such Indemnified Person. The Borrower also agrees that no Indemnified Person shall have any liability (whether direct or indirect, in contract or tort or
otherwise) to the Borrower or its subsidiaries or affiliates or to its respective equity holders or creditors arising out of, related to or in connection with any aspect of the transactions contemplated hereby, except to the extent of direct, as
opposed to special, indirect, consequential or punitive, damages determined in a final, non-appealable judgment by a court of competent jurisdiction to have resulted from such Indemnified Person’s gross
negligence or willful misconduct. Notwithstanding any other provision of this Commitment Letter, no Indemnified Person shall be liable for any damages arising from the use by others of information or other materials obtained through electronic
telecommunications or other information transmission systems, other than for direct or actual damages resulting from the gross negligence or willful misconduct of such Indemnified Person as determined by a final and nonappealable judgment of a court
of competent jurisdiction. The Borrower shall not, without the prior written consent of any Indemnified Person, effect any settlement of any pending or threatened proceeding in respect of which such Indemnified Person is a party and indemnity has
been sought hereunder by such Indemnified Person, unless such settlement includes an unconditional release of such Indemnified Person from all liability on claims that are the subject matter of such indemnity.
2. Expenses. In further consideration of the commitments and undertakings of Regions hereunder, and recognizing that in
connection herewith Regions will be incurring certain costs and expenses (including, without limitation, fees and disbursements of legal counsel, and costs and expenses for due diligence, syndication, transportation, duplication, mailings, messenger
services, dedicated web page on the internet for the transactions contemplated by this Commitment Letter, appraisal, audit, and insurance), the Borrower hereby agrees to pay (or cause to be paid), or to reimburse (or cause to be reimbursed) Regions
promptly after request for, all such reasonable and documented out-of-pocket costs and expenses (whether incurred before or after the date hereof), regardless of whether
any of the transactions contemplated hereby are consummated. The Borrower also agrees to pay all costs and expenses of Regions (including, without limitation, fees and disbursements of legal counsel) incurred in connection with the enforcement of
any of its rights and remedies hereunder.
1. Effectiveness. This Commitment Letter shall constitute a binding obligation of Regions for all purposes immediately upon
the acceptance hereof by the Borrower in the manner specified below. Notwithstanding any other provision of this Commitment Letter, the commitments and undertakings of Regions set forth herein shall not be or become effective for any purpose unless
and until this Commitment Letter and the Fee Letter shall have been accepted by the Borrower in the manner specified below.
Martin Resource Management Corporation
October 25, 2024
Page
5
2. Termination. Unless this Commitment Letter and the Fee Letter have
been executed by the Borrower and delivered to Regions prior to 5:00 p.m., central standard time, on October 31, 2024, all commitments and obligations of Regions under this Commitment Letter shall terminate on such date. If this Commitment
Letter and the Fee Letter are executed and delivered by the Borrower to Regions, in accordance with the preceding sentence, all commitments and undertakings of Regions hereunder shall terminate on the earliest of (a) December 31, 2024,
unless the definitive credit agreement and other legal documents related to the Senior Credit Facility have been executed and delivered on or prior to such date (it being agreed that the parties hereto will work diligently to achieve this
schedule) (b) the closing of the Acquisition without the use of the Senior Credit Facility and (c) the acceptance by you or any of your affiliates of an offer for all or any substantial part of the capital stock or property and assets of
the Target and its subsidiaries other than as part of the Transaction. In consideration of the time and resources that Regions will devote to the Senior Credit Facility, you agree that, until such expiration, you will not solicit, initiate,
entertain or permit, or enter into any discussions in respect of, any offering, placement or arrangement of any competing Senior Credit Facility or facilities for the Borrower and its subsidiaries of affiliates. The commitments and undertakings of
Regions may be terminated by Regions if the Borrower fails to perform its obligation under this Commitment Letter and the Fee Letter on a timely basis.
3. No Third-Party Beneficiaries. This Commitment Letter is solely for the benefit of the Borrower, Regions and the
Indemnified Persons; no provision hereof shall be deemed to confer rights on any other person or entity.
4. No
Assignment; Amendment. This Commitment Letter and the Fee Letter may not be assigned by the Borrower or Regions to any other person or entity; provided, that, without limiting the foregoing restriction, all of the obligations of the Borrower
hereunder and under the Fee Letter shall be binding upon the successors and assigns of the Borrower and Regions, respectively. No amendment, waiver or modification of any provision hereof shall in any event be effective unless in writing and signed
by the parties hereto and then only in the specific instance and for the specific purpose for which given. The section headings contained herein have been inserted as a matter of convenience of reference and are not part of this Commitment Letter.
5. Use of Name and Information. The Borrower agrees that any references to Regions or any of its affiliates made in
connection with the Senior Credit Facility are subject to the prior approval of Regions. Regions shall be permitted to use information related to the syndication and arrangement of the Senior Credit Facility in connection with marketing, press
releases or other transactional announcements or updates provided to investor or trade publications; including, but not limited to, the placement of “tombstone” advertisements in publications of its choice at its own expense.
6. GOVERNING LAW. THIS COMMITMENT LETTER AND THE FEE LETTER WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF GEORGIA WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAWS THEREOF.
Martin Resource Management Corporation
October 25, 2024
Page
6
7. WAIVER OF TRIAL BY JURY. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, EACH OF THE BORROWER AND REGIONS WAIVES TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED TO THIS COMMITMENT LETTER, THE FEE LETTER OR ANY OTHER DOCUMENTS CONTEMPLATED HEREBY. Each party hereto irrevocably and
unconditionally submits to the exclusive jurisdiction of any state court sitting in the City of Atlanta, State of Georgia or the United States District Court for the Northern District of Georgia for the purpose of any suit, action or proceeding
arising out of or relating to this Commitment Letter or the Fee Letter. Each party hereto irrevocably and unconditionally waives any objection to the laying of venue of any such suit, action or proceeding brought in any such court and any claim that
any such suit, action or proceeding has been brought in any such court and any claim that any such suit, action or proceeding has been brought in an inconvenient forum. A final judgment in any such suit, action or proceeding brought in any such
court may be enforced in any other courts to whose jurisdiction the Borrower or Regions are or may be subject, by suit upon judgment.
8. Survival. The obligations and agreements of the Borrower contained in the last paragraph of Section E, all of
Section F, and paragraphs 2, 6, 7, and 9 of this Section G shall survive the expiration and termination of this Commitment Letter.
9. Confidentiality. The Borrower will not disclose or permit disclosure of this Commitment Letter, the Fee Letter nor the
contents of the foregoing to any person or entity (including, without limitation, any lender other than Regions), either directly or indirectly, orally or in writing, except (i) to the Borrower’s officers, directors, accountants, agents
and legal counsel who are directly involved in the transactions contemplated hereby, in each case on a confidential basis, (ii) on a confidential basis to the board of directors and advisors of the seller and the Target in connection with their
consideration of the Transaction or (iii) as required by law (in which case the Borrower agrees to inform Regions promptly thereof); provided, however, it is understood and agreed that the Borrower may disclose this Commitment Letter (including
the Term Sheet) but not the Fee Letter after your acceptance of this Commitment Letter and the Fee Letter, in filings with the Securities and Exchange Commission and other applicable regulatory authorities and stock exchanges. Regions hereby
notifies the Borrower that pursuant to the requirements of the USA Patriot Act, Title III of Pub. L. 107-56 (signed into law October 26, 2001) (the “Patriot Act”), it and its affiliates
are required to obtain, verify and record information that identifies the Borrower, which information includes the name, address, tax identification number and other information regarding the Borrower that will allow Regions to identify the Borrower
in accordance with the Patriot Act. This notice is given in accordance with the requirements of the Patriot Act and is effective for Regions and its affiliates.
10. Counterparts. This Commitment Letter and the Fee Letter may be executed in any number of separate counterparts, each
of which shall collectively and separately constitute one agreement. Delivery by one or more parties hereto of an executed counterpart of this Commitment Letter or Fee Letter via facsimile, telecopy, DocuSign or other electronic method of
transmission pursuant to which the signature of such party can be seen (including Adobe Corporation’s Portable Document Format or PDF) shall have the same force and effect as the delivery of an original manually executed counterpart of this
Commitment Letter or the use of a paper-based recordkeeping system, as the case may be, to the extent and as provided for in any Applicable Law,
Martin Resource Management Corporation
October 25, 2024
Page
7
including the Federal Electronic Signatures in Global and National Commerce Act, or any other similar state laws based on the Uniform Electronic Transactions Act. The words “execution,”
“signed,” “signature,” and words of like import in this Commitment Letter shall be deemed to include electronic signatures or the keeping of records in electronic form.
11. No Fiduciary Duty. The Borrower acknowledges and agrees that (i) the commitment to and syndication of the Senior
Credit Facility pursuant to this Commitment Letter are an arm’s-length commercial transaction between the Borrower, on the one hand, and Regions, on the other, and you are capable of evaluating and
understanding, and do understand and accept, the terms, risks and conditions of the transactions contemplated by this Commitment Letter, (ii) in connection with the transactions contemplated hereby and the process leading to such transactions,
Regions is and has been acting solely as a principal and is not the agent or fiduciary of the Borrower or its subsidiaries, affiliates, stockholders, creditors, employees or any other party, (iii) Regions has not assumed an advisory
responsibility or fiduciary duty in favor of the Borrower with respect to the transactions contemplated hereby or the process leading thereto (irrespective of whether Regions has advised or are currently advising the Borrower on other matters) and
Regions does not have any obligation to the Borrower except those expressly set forth in this Commitment Letter, (iv) Regions and its affiliates may be engaged in a broad range of transactions that involve interests that differ from those of
the Borrower and its affiliates, and Regions shall not have any obligation to disclose any of such interests by virtue of any fiduciary or advisory relationship as a consequence of this Commitment Letter, (v) Regions has not provided any legal,
accounting, regulatory or tax advice with respect to any of the transactions contemplated hereby and the Borrower has consulted its own legal, accounting, regulatory and tax advisors to the extent it deemed appropriate and (vi) Regions and its
affiliates may be engaged in a broad range of transactions that involve interests that differ from the Borrower’s and those of the Borrower’s affiliates and subsidiaries, and Regions has no obligation to disclose any of such interests to
the Borrower or its affiliates and subsidiaries. The Borrower waives and releases, to the fullest extent permitted by applicable law, any claims that it may have against Regions with respect to any breach or alleged breach of fiduciary duty as a
consequence of this Commitment Letter.
12. Entire Agreement. Upon acceptance by the Borrower as provided herein, this
Commitment Letter and the Fee Letter referenced herein shall supersede all understandings and agreements between the parties to this Commitment Letter in respect of the transactions contemplated hereby. Those matters that are not covered or made
clear herein or in the Term Sheet or the Fee Letter are subject to mutual agreement of the parties hereto and thereto.
Martin Resource Management Corporation
October 25, 2024
Page
8
We look forward to working with you on this important transaction.
|
|
|
| Very truly yours, |
|
| REGIONS BANK |
|
|
| By: |
|
/s/ Eric Morse |
| Name: |
|
Eric Morse |
| Title: |
|
Director |
|
| REGIONS CAPITAL MARKETS, A DIVISION OF REGIONS BANK |
|
|
| By: |
|
/s/ Ed Baran |
| Name: |
|
Ed Baran |
| Title: |
|
Director |
|
|
|
| ACCEPTED AND AGREED |
| this 25th day of October, 2024 |
|
| MARTIN RESOURCE MANAGEMENT CORPORATION |
|
|
| By: |
|
/s/ Sharon L. Taylor |
| Name: |
|
Sharon L. Taylor |
| Title: |
|
Executive Vice President and Chief Financial Officer |
Annex I
Term Sheet
[Attached]
|
|
|
|
|
| |
| MRMC Summary of Proposed
Terms |
| |
|
| Borrower |
|
Martin Resource Management Corporation and certain subsidiaries |
| |
|
| Facility |
|
$200MM Credit Facility including a Revolving Line of Credit of up to $200MM and a $20MM Term Loan. The
Revolving Line of Credit will be limited to $200MM less the outstanding balance of the Term Loan. |
| |
|
|
| Regions share of Facility |
|
$100MM |
|
|
| |
|
|
| Maturity |
|
June 27, 2027 |
|
|
| |
|
| Security |
|
All assets including 100% of MMLP partnership units. 84% of partnership units to be released as security
upon full repayment of the Term Loan. Subject to additional discussion either 1) Negative pledge on RE with option to perfect on RE assets subject to certain triggers tbd or 2) Mortgage on real property assets. |
| |
|
|
| Sublimits |
|
$22.5MM L/C sublimit |
|
|
| |
|
|
| |
|
FCCR |
|
Drawn Pricing |
| |
|
|
| Revolver Pricing |
|
Anytime Term Loan is outstanding and until such time that T3M Average EA > $40MM |
|
S+350bps |
| |
|
|
| |
|
<1.10x |
|
S+300bps |
| |
|
|
| |
|
≥ 1.10x, ≤1.50x |
|
S+250bps |
| |
|
|
| |
|
>1.50x |
|
S+225bps |
| |
|
|
| Term Loan Pricing |
|
S+600bps |
|
|
| |
|
| Term Loan Amortization |
|
4 Year Straight Line subject to mandatory prepayments from MMLP Distributions described below. |
| |
|
| Term Loan Payment Reserves |
|
To the extent that Proforma TTM FCCR is less than 1.1x, a borrowing base reserve will be
established as the lesser of $5MM or the remaining Term Loan principal balance due. For clarity, the Term Loan Payment Reserves would be excluded from the calculation of Minimum Excess Availability. |
| |
|
|
| Unused Line Fee |
|
37.5 bps |
|
|
| |
|
| Administrative Fee |
|
Annual fee on anniversary paid to the Agent $50,000 |
| |
|
| MMLP Distributions |
|
To the extent that
TTM MMLP leverage falls below 3.75x, a minimum of 75% of available distributions will be made to MRMC as long as the Term Loan (“TL” remains outstanding). Of the distributions, 70% will pay down the TL and 30% will pay down the revolver as
long as Average T3M Excess Availability (“EA”) is less than $45MM. When EA is greater than $45MM, 100% would be against the TL until paid in full.
MMLP Distributions made pursuant to a $10MM unrestricted distribution basket (basket that is not limited by MMLP leverage) would be used to pay down the
revolver and not the Term Loan. |
|
|
|
| |
|
| Reporting |
|
• Monthly financial statements, borrowing base certificates, and compliance certificates
• Annual projections and audited financial statements
• 1x field exam per year (up to 3 times reimbursed)
• 1x inventory appraisal per year (up to 2 times reimbursed) |
| |
|
| Borrowing Base |
|
• 90% of eligible investment grade A/R; plus
• 90% of eligible non-IG A/R (reverting to 85% one year
after closing); plus • 90% of eligible MMLP A/R supported by Letters of Credit; plus
• 80% of book value of Eligible Petroleum Inventory; plus
• Lesser of (a) 70% of book value and (b) 85% of NOLV percentage of book value of Eligible Asphalt
Inventory; plus • Lesser of (a) 70% of book value and (b) 85% of NOLV percentage of book value
of Eligible Lubricant Inventory; plus • Eligible
in-transit (crude oil) which is eligible up to an aggregate limit of $15MM; plus
• Prepaid Inventory which is delivered within 7 days of the prepayment at an advance rate
consistent with the type of inventory above not to exceed $5MM in total; plus
• 95% of restricted cash (capped at $5MM); less
• LC reserves offset by Eligible Addback for Unused Trade Letters of Credit; less
• Other Reserves established by lender
Eligible Add-Back for Unused Trade Letters of
Credit: the aggregate maximum amount of Trade Letters of Credit minus any amounts drawn under such Trade Letters of Credit minus any other liabilities then existing which may be satisfied by a drawing under any such Trade Letters of Credit for the
purchase of the Eligible Petroleum for which title has passed to a Loan Party as of the Borrowing Base Date minus any other liabilities which may be owed by such Loan Party to the beneficiary of any such Trade Letter of Credit and which may be
satisfied by any such Trade Letter of Credit. |
| |
|
| Minimum Opening Excess Availability |
|
$30MM if the transaction is closed prior to December 20, 2024. $25MM if the transaction is closed between
December 20 and December 31 2024 |
| |
|
| Financial Covenants |
|
Minimum Excess Availability of 10% of the Borrowing Base at all times using a
5-day moving average |
2
|
|
|
| |
|
| |
|
Minimum TTM FCCR of 1.10x measured monthly. Covenant FCCR would exclude Class C Note repayments made prior to
3/31/2024. |
| |
|
| Restricted Payments |
|
Provided no EOD exists or
would be caused thereby, the following restricted payments are permitted: • Up to $5MM of share
repurchases pursuant to the profit sharing plan • Up to $250M of contributions/distributions to
the New Martin ESOP • Regular scheduled installments of accrued interest on Subordinated
ESOP-related notes • Prepayments on ESOP Class C Notes; 1) up to $10MM per fiscal year
subject to $25MM in Excess Availability after giving effect to such payment, 2) up to an additional $10MM per fiscal subject to i) Excess Availability after giving effect to such payment of $35MM and ii) proforma FCCR equal to or
greater than 1.1x. No Class C Note principal repayments until Term Loan has been repaid in full.
• Payments on Management Notes limited to interest only until the Term Loan has been repaid in
full subject to proforma TTM FCCR of 1.1x (including elevated interest reflective of the higher loan balances resulting from the MMLP acquisition). After full repayment of the Term Loan, principal (based on 2 year straight line amortization) and
interest payments on Management Notes allowed subject to proforma TTM FCCR of 1.1x. Full lump sum repayment of the Management Notes subject to 1) full repayment of the Term Loan, 2) Proforma TTM FCCR is greater than 1.1x and 3) proforma 3 month
average Excess Availability > $25MM. |
| |
|
| Closing Fee |
|
60 bps paid on lender commitments at closing |
3
Exhibit (c)(2) June 14, 2024 Project Augusta Discussion Materials for the
Conflicts Committee Strictly Confidential. Not for Distribution.
Preliminary Estimated Timeline and Next Steps ➢ May 24: initial
kick-off meeting post receipt of Offer among HL, MH and Conflicts Committee ➢ May 24: HL and MH information request lists sent ➢ June 4: majority of HL information requests received ➢ June 5: all-hands kick-off presentation to
HL, MH and Conflicts Committee ❑ Business overview and recent updates ❑ Overview of financial projections and key assumptions ❑ Discussions around potential transaction rationale ➢ June 7: ❑ Check-in meeting among
HL, MH and Conflicts Committee ❑ Follow up “model diligence” discussion with HL and management ➢ Week of June 10: ❑ Continued due diligence and review of information and financial projections received ❑ HL
develops financial analysis framework ➢ June 14: ❑ Check-in meeting among HL, MH and Conflicts Committee ❑ Follow-up business and general due diligence call with management ➢ Week of June 17: ❑ Continued due
diligence and review of information and financial projections received ❑ HL performing financial analysis ➢ June 21: check-in meeting among HL, MH and Conflicts Committee ➢ June 28: approximate target date for HL presentation of
preliminary financial analysis to Conflicts Committee ❑ Discussion among HL, MH and Conflicts Committee around potential response ➢ Weekly check-in meetings among HL, MH and Conflicts Committee scheduled 2
Unit Performance Since the Offer As of June 13, 2024, the unit price for
the Company reflected a premium of 8.2% relative to the Offer price of $3.05 per unit. Closing Price and Daily Volume Since Offer Closing Unit Price ($) Daily Volume (millions) Unaffected Price [3]: $3.00 Current Unit Price [1]: $3.30 Offer Price
[2]: $3.05 $3.50 1.0 0.8 $3.25 0.6 $3.00 0.4 $2.75 0.2 $2.50 0.0 5/24/24 5/26/24 5/28/24 5/30/24 6/1/24 6/3/24 6/5/24 6/7/24 6/9/24 6/11/24 6/13/24 Daily Trading Volume Company Current Unit Price [1] Offer Price [2] Unaffected Price [3] Trading
Volume The Company’s average daily trading volume has approximately doubled since the announcement of the Offer relative to trading volume observed in the 1-month prior period, but remains low. 1-Month Before Offer Since Offer Average Daily
Volume: 0.06 million Average Daily Volume: 0.12 million 1 1 VWAP : $2.89 VWAP : $3.19 48.1% 43.7% 41.8% 25.4% 13.8% 12.4% 7.4% 5.3% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% $2.60- $2.70- $2.80- $2.90- $3.00- $3.10- $3.20- $2.60- $2.70- $2.80- $2.90- $3.00-
$3.10- $3.20- $2.70 $2.80 $2.90 $3.00 $3.10 $3.20 $3.30 $2.70 $2.80 $2.90 $3.00 $3.10 $3.20 $3.30 Note: On 5/24/24 the Company received a non-binding proposal from Martin Resource Management Corporation (“MRMC”) pursuant to which MRMC
would acquire all of the outstanding Common Units of the Company not already owned by MRMC or its subsidiaries for a cash purchase price of $3.05 per Common Unit (the Offer ). 1. As of 6/13/24 close. 2. Per the Offer. 3. Represents closing unit
price on 5/23/24, the last full day of trading prior to the announcement of the Offer. Source: Capital IQ, Bloomberg and Company press releases. 3
Selected Wall Street Analyst Commentary (unit prices in actuals) Date of
Report & Analyst Comments Recommendation “MMLP has historically traded at a discount to peers, given its capital structure, elevated leverage, and minimal growth; we believe the offer reflects that discount. In our view, the parent company
is the natural acquirer and we do not foresee a competing offer from another company, considering the nature of 5/28/24 Sidoti & MMLP’s business and assets.” Company (Risk: Moderate/ $3.00) “MMLP units are up 14% in the last
month and 30% year-to-date. In our view, the strong performance likely reflects balance sheet improvement and potential for additional shareholder returns, as did our prior price target.” “Given MRMC is the logical buyer, we would not
anticipate any other bidders to come into play and would not expect a material change to the buyout offer. That said, given MMLP's investment in the DSM Semichem JV 5/24/24 Stifel and longer-term prospects associated with the JV, we believe this
could drive incremental value for MMLP (Hold / $3.00) unitholders. Overall, given MMLP's core assets were not mainstream midstream assets, and it was a micro-cap company, we believe the assets fit best in private hands.” “Our $4 price
target is based on 4x our revised 2025 FCF per share estimate of $0.90 (from $0.92). MMLP 4/22/24 Sidoti & shares trade at a discount to other small-cap energy companies. We contend the valuation gap fails to Company (Risk: Moderate/ $4.00)
reflect the repositioning of the company.” “MMLP… not[ed] upside potential for additional customers to utilize the ELSA produced by the JV. [While] potential upside does exist due to the reshoring trend and chip production
expansion in the US, we view it as a longer-term opportunity. At this time, we are maintaining our Hold rating and our $3.00 target 4/18/24 price.” Stifel (Hold / $3.00) “MMLP is trading at 4.8x EV/LP EBITDA. Our 5.0x target multiple
applied against our LP EBITDA estimate results in a $3.00 target price.” Source: Wall Street Research. 4 Prior to Offer Subsequent to Offer
Summary of Select Follow-Up Due Diligence Topics ➢ Strategic
transactions considered historically (both on sellside and buyside) General ➢ Future distribution capacity and credit profile ➢ ELSA project Key Topics by ➢ Marine Transportation segment operating expenses Business Line ➢
Tax implications ➢ Unitholder considerations Other ➢ Company / MRMC economic relationship ➢ One-off model and other questions 5
Disclaimer This presentation, and any supplemental information (written
or oral) or other documents provided in connection therewith (collectively, the “materials”), are provided solely for the information of the Conflicts Committee (the “Committee”) of the Board of Directors (the
“Board”) of Martin Midstream GP LLC (the “Company”) by Houlihan Lokey in connection with the Committee’s consideration of a potential transaction (the “Transaction”) involving the Company. This presentation
is incomplete without reference to, and should be considered in conjunction with, any supplemental information provided by and discussions with Houlihan Lokey in connection therewith. Any defined terms used herein shall have the meanings set forth
herein, even if such defined terms have been given different meanings elsewhere in the materials. The materials are for discussion purposes only. Houlihan Lokey expressly disclaims any and all liability, whether direct or indirect, in contract or
tort or otherwise, to any person in connection with the materials. The materials were prepared for specific persons familiar with the business and affairs of the Company for use in a specific context and were not prepared with a view to public
disclosure or to conform with any disclosure standards under any state, federal or international securities laws or other laws, rules or regulations, and none of the Committee, the Company or Houlihan Lokey takes any responsibility for the use of
the materials by persons other than the Committee. The materials are provided on a confidential basis solely for the information of the Committee and may not be disclosed, summarized, reproduced, disseminated or quoted or otherwise referred to, in
whole or in part, without Houlihan Lokey’s express prior written consent. Notwithstanding any other provision herein, the Company (and each employee, representative or other agent of the Company) may disclose to any and all persons without
limitation of any kind, the tax treatment and tax structure of any transaction and all materials of any kind (including opinions or other tax analyses, if any) that are provided to the Company relating to such tax treatment and structure. However,
any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, the tax treatment
of a transaction is the purported or claimed U.S. income or franchise tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported or claimed U.S. income or franchise tax
treatment of the transaction. If the Company plans to disclose information pursuant to the first sentence of this paragraph, the Company shall inform those to whom it discloses any such information that they may not rely upon such information for
any purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey is not an expert on, and nothing contained in the materials should be construed as advice with regard to, legal, accounting, regulatory, insurance, tax or other
specialist matters. Houlihan Lokey’s role in reviewing any information was limited solely to performing such a review as it deemed necessary to support its own advice and analysis and was not on behalf of the Committee. The materials
necessarily are based on financial, economic, market and other conditions as in effect on, and the information available to Houlihan Lokey as of, the date of the materials. Although subsequent developments may affect the contents of the materials,
Houlihan Lokey has not undertaken, and is under no obligation, to update, revise or reaffirm the materials, except as may be expressly contemplated by Houlihan Lokey’s engagement letter. The materials are not intended to provide the sole basis
for evaluation of the Transaction and do not purport to contain all information that may be required. The materials do not address the underlying business decision of the Company or any other party to proceed with or effect the Transaction, or the
relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available for the Company or any other party. The materials do not constitute any opinion, nor do the materials constitute a
recommendation to the Board, the Committee, the Company, any security holder of the Company or any other party as to how to vote or act with respect to any matter relating to the Transaction or otherwise or whether to buy or sell any assets or
securities of any company. Houlihan Lokey’s only opinion is the opinion, if any, that is actually delivered to the Committee. In preparing the materials Houlihan Lokey has acted as an independent contractor and nothing in the materials is
intended to create or shall be construed as creating a fiduciary or other relationship between Houlihan Lokey and any party. The materials may not reflect information known to other professionals in other business areas of Houlihan Lokey and its
affiliates. The preparation of the materials was a complex process involving quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaption and application of
these methods to the unique facts and circumstances presented and, therefore, is not readily susceptible to partial analysis or summary description. Furthermore, Houlihan Lokey did not attribute any particular weight to any analysis or factor
considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may further affect
the value of particular techniques. Accordingly, the analyses contained in the materials must be considered as a whole. Selecting portions of the analyses, analytic methods and factors without considering all analyses and factors could create a
misleading or incomplete view. The materials reflect judgments and assumptions with regard to industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are beyond the control of
the participants in the Transaction. Any estimates of value contained in the materials are not necessarily indicative of actual value or predictive of future results or values, which may be significantly more or less favorable. Any analyses relating
to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which any assets, businesses or securities may actually be sold. The materials do not constitute a valuation opinion or credit rating. In
preparing the materials, Houlihan Lokey has not conducted any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (contingent or otherwise) of the Company or any other party and has no
obligation to evaluate the solvency of the Company or any other party under any law.
Disclaimer All budgets, projections, estimates, financial analyses,
reports and other information with respect to operations (including, without limitation, estimates of potential cost savings and synergies) reflected in the materials have been prepared by management of the relevant party or are derived from such
budgets, projections, estimates, financial analyses, reports and other information or from other sources, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has
reviewed and found reasonable. The budgets, projections and estimates (including, without limitation, estimates of potential cost savings and synergies) contained in the materials may or may not be achieved and differences between projected results
and those actually achieved may be material. Houlihan Lokey has relied upon representations made by management of the Company and other participants in the Transaction that such budgets, projections and estimates have been reasonably prepared in
good faith on bases reflecting the best currently available estimates and judgments of such management (or, with respect to information obtained from public sources, represent reasonable estimates), and Houlihan Lokey expresses no opinion with
respect to such budgets, projections or estimates or the assumptions on which they are based. The scope of the financial analysis contained herein is based on discussions with the Company (including, without limitation, regarding the methodologies
to be utilized), and Houlihan Lokey does not make any representation, express or implied, as to the sufficiency or adequacy of such financial analysis or the scope thereof for any particular purpose. Houlihan Lokey has assumed and relied upon the
accuracy and completeness of the financial and other information provided to, discussed with or reviewed by it without (and without assuming responsibility for) independent verification of such information, makes no representation or warranty
(express or implied) in respect of the accuracy or completeness of such information and has further relied upon the assurances of the Company and other participants in the Transaction that they are not aware of any facts or circumstances that would
make such information inaccurate or misleading. In addition, Houlihan Lokey has relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of
operations, cash flows or prospects of the Company or any other participant in the Transaction since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to, discussed with or reviewed
by Houlihan Lokey that would be material to its analyses, and that the final forms of any draft documents reviewed by Houlihan Lokey will not differ in any material respect from such draft documents. The materials are not an offer to sell or a
solicitation of an indication of interest to purchase any security, option, commodity, future, loan or currency. The materials do not constitute a commitment by Houlihan Lokey or any of its affiliates to underwrite, subscribe for or place any
securities, to extend or arrange credit, or to provide any other services. In the ordinary course of business, certain of Houlihan Lokey’s affiliates and employees, as well as investment funds in which they may have financial interests or with
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the Company, any Transaction counterparty, any other Transaction participant, any other financially interested party with respect to any transaction, other entities or parties that are mentioned in the materials, or any of the foregoing
entities’ or parties’ respective affiliates, subsidiaries, investment funds, portfolio companies and representatives (collectively, the “Interested Parties”), or any currency or commodity that may be involved in the
Transaction. Houlihan Lokey provides mergers and acquisitions, restructuring and other advisory and consulting services to clients, which may have in the past included, or may currently or in the future include, one or more Interested Parties, for
which services Houlihan Lokey has received, and may receive, compensation. Although Houlihan Lokey in the course of such activities and relationships or otherwise may have acquired, or may in the future acquire, information about one or more
Interested Parties or the Transaction, or that otherwise may be of interest to the Board, the Committee, or the Company, Houlihan Lokey shall have no obligation to, and may not be contractually permitted to, disclose such information, or the fact
that Houlihan Lokey is in possession of such information, to the Board, the Committee, or the Company or to use such information on behalf of the Board, the Committee, or the Company. Houlihan Lokey’s personnel may make statements or provide
advice that is contrary to information contained in the materials.
CORPORATE FINANCE FINANCIAL RESTRUCTURING FINANCIAL AND VALUATION
ADVISORY HL.com
Exhibit (c)(3) June 21, 2024 Project Augusta Discussion Materials for the
Conflicts Committee Strictly Confidential. Not for Distribution.
Preliminary Estimated Timeline and Next Steps ➢ May 24: initial
kick-off meeting post receipt of Offer among HL, MH and Conflicts Committee ➢ May 24: HL and MH information request lists sent ➢ June 4: majority of HL information requests received ➢ June 5: all-hands kick-off presentation to
HL, MH and Conflicts Committee ❑ Business overview and recent updates ❑ Overview of financial projections and key assumptions ❑ Discussions around potential transaction rationale ➢ June 7: ❑ Check-in meeting among
HL, MH and Conflicts Committee ❑ Follow up “model diligence” discussion with HL and management ➢ Week of June 10: ❑ Continued due diligence and review of information and financial projections received ❑ HL
develops financial analysis framework ➢ June 14: ❑ Check-in meeting among HL, MH and Conflicts Committee ❑ Follow-up business and general due diligence call was held with Company management ➢ Week of June 17: ❑
Continued due diligence and review of information and financial projections received ❑ On June 18, 2024, a revised model was received which incorporates the reduced labor costs associated with the Brent Hamilton’s retirement in 2027
• 2027E and 2028E Adjusted EBITDA increased by $0.8 mm (0.7%) and $1.6 mm (1.3%), respectively, compared to the model dated May 30, 2024 ❑ HL performing financial analysis 2
Preliminary Estimated Timeline and Next Steps (cont.) ➢ June 21:
check-in meeting among HL, MH and Conflicts Committee ➢ July 1: Date for HL presentation of preliminary financial analysis to Conflicts Committee ❑ Discussion among HL, MH and Conflicts Committee around potential response ➢
Weekly check-in meetings among HL, MH and Conflicts Committee scheduled 3
Unit Performance Since the Offer As of June 20, 2024, the unit price for
the Company reflected a premium of 8.2% relative to the Offer price of $3.05 per unit. Closing Price and Daily Volume Since Offer Closing Unit Price ($) Daily Volume (millions) Unaffected Price [3]: $3.00 Current Unit Price [1]: $3.30 Offer Price
[2]: $3.05 $3.50 2.0 $3.25 1.5 $3.00 1.0 $2.75 0.5 $2.50 0.0 5/24/24 5/26/24 5/28/24 5/30/24 6/1/24 6/3/24 6/5/24 6/7/24 6/9/24 6/11/24 6/13/24 6/15/24 6/17/24 6/19/24 Daily Trading Volume Company Current Unit Price [1] Offer Price [2] Unaffected
Price [3] Trading Volume The Company’s average daily trading volume has increased ~84% since the announcement of the Offer relative to trading volume observed in the 1-month prior period, but remains low. 1-Month Before Offer Since Offer
Average Daily Volume: 0.06 million Average Daily Volume: 0.10 million 1 1 VWAP : $2.89 VWAP : $3.20 50.6% 48.1% 37.1% 25.4% 13.8% 10.5% 7.4% 5.3% 1.8% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% $2.60- $2.70- $2.80- $2.90- $3.00- $3.10- $3.20- $3.30- $2.60-
$2.70- $2.80- $2.90- $3.00- $3.10- $3.20- $3.30- $2.70 $2.80 $2.90 $3.00 $3.10 $3.20 $3.30 $3.40 $2.70 $2.80 $2.90 $3.00 $3.10 $3.20 $3.30 $3.40 Note: On 5/24/24 the Company received a non-binding proposal from Martin Resource Management Corporation
(“MRMC”) pursuant to which MRMC would acquire all of the outstanding Common Units of the Company not already owned by MRMC or its subsidiaries for a cash purchase price of $3.05 per Common Unit (the Offer ). 1. As of 6/20/24 close. 2.
Per the Offer. 3. Represents closing unit price on 5/23/24, the last full day of trading prior to the announcement of the Offer. Source: Capital IQ, Bloomberg and Company press releases. 4
Disclaimer This presentation, and any supplemental information (written
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“Board”) of Martin Midstream GP LLC (the “Company”) by Houlihan Lokey in connection with the Committee’s consideration of a potential transaction (the “Transaction”) involving the Company. This presentation
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Disclaimer All budgets, projections, estimates, financial analyses,
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CORPORATE FINANCE FINANCIAL RESTRUCTURING FINANCIAL AND VALUATION
ADVISORY HL.com
PRELIMINARY AND CONFIDENTIAL SUBJECT TO MATERIAL REVISION FOR DISCUSSION
PURPOSES ONLY July 1, 2024 Exhibit (c)(4) Project Augusta Discussion Materials for the Conflicts Committee Strictly Confidential. Not for Distribution.
EXECUTIVE SUMMARY 3 01 9 PRELIMINARY FINANCIAL ANALYSES 02 20 PRELIMINARY
PREMIUMS PAID DATA 03 23 APPENDIX 04 24 Additional Response Considerations 35 Public Market Observations 42 Weighted Average Cost of Capital 49 Preliminary Selected Benchmarking Data 58 DISCLAIMER 05
EXECUTIVE SUMMARY 01 01 CONFIDENTIAL – PRELIMINARY – SUBJECT
TO FURTHER REVIEW
Background ➢ MLPs have struggled to attract new public investors,
which is most pronounced among lower float, lower liquidity names MLP Market Backdrop and ➢ As a small-cap MLP, Martin Midstream Partners, L.P. (the “Company”) does not have readily available access to low-cost equity capital;
Cost of Capital a potential refinancing of the Company’s existing 11.5% debt is ~3 years away due to expensive call premiums Considerations ➢ Many MLPs have faced similar constraints in recent years, resulting in MLP take-privates and
simplification transactions ➢ The Company has experienced slightly declining Adjusted EBITDA over the past two years and Adjusted EBITDA is projected to remain relatively flat through 2028 (~0.5% Adjusted EBITDA ’23 to ’28 CAGR);
there are no expected future dropdowns from Martin Resources Management Corporation ( MRMC ) ➢ The exit from the butane business has resulted in a more stable current and expected future Adjusted EBITDA profile ➢ Year-to-date, the
Company has been cash flow negative and has drawn on its revolver to fund capital expenditures; the Company is Company-Specific expected to be cash flow negative in 2024, returning to positive cash flow (and reduced revolver balances) in 2025
Considerations ➢ A credible pathway to resuming an increase in distributions exists as the Company continues to reduce debt, however, the earliest expected window for a material change in distributions is after a refinancing in late 2027 /
2028 ➢ Historically, the Company has consistently traded below other MLPs, has limited analyst coverage and has low trading liquidity; the Company's unit price has had little reaction to under or outperformance relative to estimates raising
questions about the ability to re- rate ➢ On May 24, 2024, the Company received a public proposal on behalf of MRMC, the owner of Martin Midstream GP LLC (the “General Partner”), for the acquisition of all of the outstanding
common units of the Company not already owned by MRMC (the “Transaction”) for $3.05 in cash per unit (the “Offer”) ➢ The Offer implied a premium to the prior day’s unaffected price of 1.7%, which is generally in
line with initial offers in other recent MLP take-private transactions Offer ➢ The Offer, as well as subsequent communications by MRMC, stipulated that MRMC was only interested in an acquisition and would not contemplate a sale to a third
party ➢ The Offer noted the Transaction requires the approval of the Conflicts Committee, the Company's Board and the Company's unitholders ➢ Discussion of Committee’s authority and potential alternative transactions Next
Steps➢ Formulate a response ➢ Determine negotiating strategy, if appropriate CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 4
Overview of the Proposed Transaction ➢ MRMC Parties ➢
Martin Midstream Partners, L.P. ➢ MRMC proposes to acquire 100% of the common units owned by unitholders Summary➢ $3.05 in cash per unit (the “Consideration”) ➢ The Company will merge with a wholly owned subsidiary
of MRMC, and the Company will no longer remain public ➢ Approval of the Board of Directors of MRMC ➢ Approval of the Conflicts Committee Timing and Approvals ➢ Approval of the Board of Directors of Martin Midstream GP LLC
➢ Approval of the Company's unitholders [majority of all common units] ➢ MRMC has no interest at this time in selling any of its or its subsidiaries' interests in the Company or the General Partner or pursuing other strategic
alternatives involving the Company or the General Partner ➢ MRMC anticipates financing the merger consideration with cash on hand and borrowings under its existing and additional Other credit facilities ➢ No financing condition
expected, as is customary ➢ 13E-3 Transaction Source: Offer. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 5
Overview of Current Corporate Structure and Selected Implied Valuation
Metrics Current Ownership Structure Implied Enterprise Value and Selected Valuation Metrics Martin Implied Enterprise Value Derivation Resource Offer Price [1] $3.05 Key Management Premium (Discount) to Unaffected Price [2] 1.7% Operating 100%
Corporation Premium (Discount) to Current Price [3] (6.2%) Subsidiaries (MRMC) Common and General Partner Units Outstanding [4] [5] 39.8 Dilutive Units [4] 0.0 100% Fully Diluted Units 39.8 Market Value of Equity 121.4 MMGP Debt as of 5/31/24 [4]
458.8 Holdings Cash as of 5/31/24 [4] (0.2) LLC Implied Enterprise Value $580.0 Implied Transaction Multiples 100% Management Projections [6] Martin 2024E Enterprise Value / Adjusted EBITDA 5.0x Midstream 2025E Enterprise Value / Adjusted EBITDA
4.8x GP LLC 2024E Price / Distributable Cash Flow 4.7x (General 2025E Price / Distributable Cash Flow 3.4x Partner) Consensus Estimates [7] 32.9 mm L.P. Units 2% general 84.3% L.P. Units 2024E Enterprise Value / Adjusted EBITDA 5.0x partner Interest
2025E Enterprise Value / Adjusted EBITDA 4.9x Martin 2024E Price / Distributable Cash Flow 4.7x Midstream Public 2025E Price / Distributable Cash Flow 3.5x Partners L.P. Unitholders (Company) 1. Per the Offer. 2. As of 5/23/24. 3. As of 6/27/24. 4.
Per Company management. 5. ~0.8 million General Partner units implied based on 2.0% general partner interest. 6. Estimates reflect Company management projections. 7. Estimates reflect consensus estimates. Source: Company management, Capital IQ.
CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 6 6.1mm L.P. Units 15.7% L.P. Units
Implied Premiums and Valuation Metrics Dollars in millions, except per
unit values Illustrative Common Unit Price $2.75 $2.90 $3.05 $3.20 $3.35 $3.50 $3.65 $3.80 $3.95 $4.10 $4.25 $4.40 $4.55 $4.70 Ref. Unit Price Implied Premium to Unaffected Unit Price [1] $3.00 -8.3% -3.3% 1.7% 6.7% 11.7% 16.7% 21.7% 26.7% 31.7%
36.7% 41.7% 46.7% 51.7% 56.7% Implied Premium to Current Unit Price [2] $3.25 -15.4% -10.8% -6.2% -1.5% 3.1% 7.7% 12.3% 16.9% 21.5% 26.2% 30.8% 35.4% 40.0% 44.6% Implied Unaffected 15 Day VWAP [1][3] $2.95 -6.9% -1.8% 3.3% 8.4% 13.5% 18.5% 23.6%
28.7% 33.8% 38.9% 43.9% 49.0% 54.1% 59.2% Implied Unaffected 30 Day VWAP [1][3] $2.85 -3.3% 1.9% 7.2% 12.5% 17.7% 23.0% 28.3% 33.6% 38.8% 44.1% 49.4% 54.6% 59.9% 65.2% 52 Week High [2][3] $3.42 -19.6% -15.2% -10.8% -6.4% -2.0% 2.3% 6.7% 11.1% 15.5%
19.9% 24.3% 28.7% 33.0% 37.4% 52 Week Low [2][3] $1.98 38.9% 46.5% 54.0% 61.6% 69.2% 76.8% 84.3% 91.9% 99.5% 107.1% 114.6% 122.2% 129.8% 137.4% Implied Market Value of Equity $109.4 $115.4 $121.4 $127.4 $133.3 $139.3 $145.3 $151.2 $157.2 $163.2
$169.1 $175.1 $181.1 $187.0 Debt as of 5/31/24 [4] $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 Cash as of 5/31/24 [4] ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2)
($0.2) ($0.2) ($0.2) Implied Enterprise Value $568.0 $574.0 $580.0 $586.0 $591.9 $597.9 $603.9 $609.8 $615.8 $621.8 $627.7 $633.7 $639.7 $645.6 Selected Implied Valuation Metrics I 5/31/24 Cash and Debt Balances Implied EV/LTM EBITDA [5] 4.8x 4.9x
4.9x 5.0x 5.0x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x 5.4x 5.4x 5.5x Implied EV/2024E EBITDA 4.9x 5.0x 5.0x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x 5.4x 5.4x 5.5x 5.5x 5.6x 4.7x 4.8x 4.8x 4.9x 4.9x 5.0x 5.0x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x 5.4x Implied EV/2025E EBITDA
4.2x 4.4x 4.7x 4.9x 5.1x 5.3x 5.6x 5.8x 6.0x 6.3x 6.5x 6.7x 7.0x 7.2x Implied P/2024E DCF 3.1x 3.2x 3.4x 3.6x 3.7x 3.9x 4.1x 4.2x 4.4x 4.6x 4.7x 4.9x 5.1x 5.2x Implied P/2025E DCF Selected Implied Valuation Metrics I 3/31/24 Cash and Debt Balances
4.8x 4.8x 4.9x 4.9x 5.0x 5.0x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x 5.4x 5.4x Implied EV/LTM EBITDA [5] 4.9x 4.9x 5.0x 5.0x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x 5.4x 5.4x 5.5x 5.5x Implied EV/2024E EBITDA Implied EV/2025E EBITDA 4.7x 4.7x 4.8x 4.8x 4.9x 4.9x 5.0x
5.0x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x Implied P/2024E DCF 4.2x 4.4x 4.7x 4.9x 5.1x 5.3x 5.6x 5.8x 6.0x 6.3x 6.5x 6.7x 7.0x 7.2x 3.1x 3.2x 3.4x 3.6x 3.7x 3.9x 4.1x 4.2x 4.4x 4.6x 4.7x 4.9x 5.1x 5.2x Implied P/2025E DCF Note: denotes Offer related
metrics. 1. As of 5/23/24. 2. As of 6/27/24. 3. Per Capital IQ. 4. Per Company management. 5. Refers to the Company's publicly reported EBITDA as of 3/31/24. Source: Company management and Capital IQ. CONFIDENTIAL – PRELIMINARY – SUBJECT
TO FURTHER REVIEW 7
Unit Performance Since the Offer As of June 27, 2024, the unit price for
the Company reflected a premium of 6.6% relative to the Offer price of $3.05 per unit. Closing Price and Daily Volume Since Offer Closing Unit Price ($) Daily Volume (millions) Current Unit Price [1]: $3.25 Offer Price [2]: $3.05 Unaffected Price
[3]: $3.00 $3.50 2.0 $3.25 1.5 $3.00 1.0 $2.75 0.5 $2.50 0.0 5/24/24 5/26/24 5/28/24 5/30/24 6/1/24 6/3/24 6/5/24 6/7/24 6/9/24 6/11/24 6/13/24 6/15/24 6/17/24 6/19/24 6/21/24 6/23/24 6/25/24 6/27/24 Daily Trading Volume Company Current Unit Price
[1] Offer Price [2] Unaffected Price [3] Trading Volume The Company’s average daily trading volume has increased ~80% since the announcement of the Offer relative to trading volume observed in the 1-month prior period, but remains low. 1-Month
Before Offer Since Offer Average Daily Volume: 0.06 million Average Daily Volume: 0.10 million 1 1 VWAP : $2.89 VWAP : $3.22 48.1% 52.3% 30.9% 25.4% 13.8% 7.4% 8.7% 8.1% 5.3% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% $2.60- $2.70- $2.80- $2.90- $3.00-
$3.10- $3.20- $3.30- $2.60- $2.70- $2.80- $2.90- $3.00- $3.10- $3.20- $3.30- $2.70 $2.80 $2.90 $3.00 $3.10 $3.20 $3.30 $3.40 $2.70 $2.80 $2.90 $3.00 $3.10 $3.20 $3.30 $3.40 1. As of 6/27/24 close. 2. Per the Offer. 3. Represents closing unit price
on 5/23/24, the last full day of trading prior to the announcement of the Offer. Source: Capital IQ, Bloomberg and Company press releases. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 8
PRELIMINARY FINANCIAL ANALYSES 02 02 CONFIDENTIAL – PRELIMINARY
– SUBJECT TO FURTHER REVIEW
Preliminary Financial Analyses Summary (dollars per unit in actuals)
$6.00 $5.76 $4.99 $5.00 $4.28 $4.17 $4.00 1 Current Unit Price $4.00 $3.25 $3.60 $3.42 2 Offer Price $3.00 $3.05 $3.00 $2.86 3 Unaffected Unit Price $3.00 $2.00 $2.04 $1.98 $1.33 $1.00 $1.10 $0.00 Selected Companies Selected Companies Discounted
Cash Discounted Cash Pre-Announcement 52-Week Low to High Analysis Analysis Flow Analysis Flow Analysis Wall Street Analyst Target [Reference Only] [6] CY 2024E CY 2025E Terminal Multiple Terminal Multiple Range Adjusted EBITDA Adjusted EBITDA 4.25x
- 5.25x 4.25x - 5.25x [Reference Only] 4.50x - 5.50x 4.25x - 5.25x WACC WACC [4] [5] 10.25% - 12.25% 9.50% - 11.50% 7 8 Excluding Corporate Taxes Including Corporate Taxes Note: Transaction approach not utilized due to insufficient transactions with
available metrics and similarity to the Company and its operating segments. Note: No particular weight was attributed to any analysis. 1. Reflects closing price per common unit as of 6/27/24. 2. Per Offer dated 5/24/24. 3. Reflects closing price per
common unit as of 5/23/24, the last trading day prior to publication of unsolicited non-binding proposal. 4. Per Sidoti & Company and Stifel research reports dated 4/22/24 and 4/18/24, respectively. 5. The $4.00 unit price target is rounded
based on a calculated unit price of $3.60 derived from 4.0x FCF per unit estimated of $0.90, per Sidoti & Company report dated 4/22/24. 6. As of 6/27/24. 7. Per Company management, the Company only pays taxes for non-qualifying income associated
with Martin Transport, which does not have any associated debt. 8. Corporate tax rate of 21.0% utilized for purpose of the analysis. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain
non-recurring items. CY refers to Calendar Year. E refers to Estimated. Sources: Company management, Capital IQ, public filings and Company press releases. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 10 Implied Per Unit
Reference Range
Preliminary Financial Analyses Summary (cont.) (dollars and units in
millions, except per unit values) Excluding Corporate Taxes [1] Including Corporate Taxes [2] Selected Companies Selected Companies Discounted Cash Discounted Cash Analysis Analysis Flow Analysis Flow Analysis CY 2024E CY 2025E Terminal Multiple
Terminal Multiple Adjusted EBITDA Adjusted EBITDA 4.25x -- 5.25x 4.25x -- 5.25x Discount Rate Discount Rate Corresponding Base Amount $115.3 $119.9 10.25% -- 12.25% 9.50% -- 11.50% Selected Multiples Range 4.50x -- 5.50x 4.25x -- 5.25x Implied
Enterprise Value Reference Range $518.8 -- $634.1 $509.7 -- $629.7 $579.5 -- $692.9 $547.0 -- $662.4 Cash and Cash Equivalents as of 5/31/24 [3] 0.2 -- 0.2 0.2 -- 0.2 0.2 -- 0.2 0.2 -- 0.2 Implied Total Enterprise Value Reference Range $519.0 --
$634.3 $509.9 -- $629.9 $579.7 -- $693.1 $547.2 -- $662.6 Total Debt as of 5/31/24 [3] (458.5) -- (458.5) (458.5) -- (458.5) (458.5) -- (458.5) (458.5) -- (458.5) Implied Total Equity Value Reference Range Pre-Contingent Liability $60.5 -- $175.8
$51.4 -- $171.4 $121.2 -- $234.6 $88.7 -- $204.1 Contingent Liability [4] (7.5) -- (5.5) (7.5) -- (5.5) (7.5) -- (5.5) (7.5) -- (5.5) Implied Total Equity Value Reference Range $53.0 -- $170.3 $43.9 -- $165.9 $113.7 -- $229.1 $81.2 -- $198.6 Units
Outstanding [5] 39.8 -- 39.8 39.8 -- 39.8 39.8 -- 39.8 39.8 -- 39.8 Implied Per Unit Reference Range $1.33 -- $4.28 $1.10 -- $4.17 $2.86 -- $5.76 $2.04 -- $4.99 1. Per Company management, the Company only pays taxes for non-qualifying income
associated with Martin Transport, which does not have any associated debt. 2. Corporate tax rate of 21.0% utilized for purpose of the analysis. 3. Per Company management. 4. Refers to the Company's potential financial exposure associated with
certain litigation related matters and potential insurance claims related to the oil spill that occurred on 6/15/24 and Marine bridge incident that occurred on 5/15/24, per Company management. 5. Represents ~39.0 million common units and ~0.8
million units to account for the General Partner's 2% economic interest, per Company management. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items. CY refers to
Calendar Year. E refers to Estimated. Source: Company management. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 11
Selected Historical and Projected Financial Information Consolidated
Calendar Year Ended December 31, LTM Ended Calendar Year Ending December 31, CAGR 2022A [1] 2023A [1] 4/30/24 [1] 2024E 2025E 2026E 2027E 2028E 2023A to 2028E (dollars in millions, except per unit figures) Total Revenue $1,073.7 $834.3 $767.4 $769.3
$794.1 $789.3 $772.9 $784.9 -1.2% A Growth % 15.8% NMF -7.8% 3.2% -0.6% -2.1% 1.6% Total Cost of Products Sold (675.1) (423.1) (351.7) (359.3) (378.4) (367.2) (346.5) (353.9) Gross Profit $398.6 $411.1 $415.6 $410.0 $415.7 $422.0 $426.4 $431.0
Margin % 37.1% 49.3% 54.2% 53.3% 52.4% 53.5% 55.2% 54.9% Total Operating Expenses ($254.8) ($254.9) ($257.4) ($255.6) ($255.0) ($261.0) ($265.8) ($267.9) Total SG&A [2] (41.9) (40.9) (38.4) (39.1) (41.7) (42.6) (43.2) (44.0) Other Income
(Expense) [3] (0.0) 0.1 0.0 0.0 0.9 1.3 1.3 1.3 Net loss associated with Butane optimization business 20.0 2.3 0.0 0.0 0.0 0.0 0.0 0.0 Adjusted EBITDA $121.9 $117.6 $119.9 $115.3 $119.9 $119.8 $118.7 $120.5 0.5% A Margin % 11.4% 14.1% 15.6% 15.0%
15.1% 15.2% 15.4% 15.4% Growth % 6.4% -3.5% -1.9% 4.0% -0.1% -0.9% 1.5% Other Adjustments [4] ($7.2) ($15.1) - - - - - Cash Interest ($50.5) ($54.1) ($51.4) ($49.4) ($47.5) ($33.5) ($27.5) Non-Cash Unit-Based Compensation $0.2 $0.2 $0.2 $0.2 $0.2
$0.2 $0.2 Cash Taxes ($2.2) ($1.7) ($4.1) ($5.2) ($5.3) ($5.1) ($5.1) Maintenance Capex ($24.3) ($29.1) ($33.9) ($29.6) ($30.8) ($24.9) ($23.5) Distributable Cash Flow $37.9 $17.7 $26.0 $35.9 $36.3 $55.3 $64.7 Other Adjustments [5] ($12.9) $2.6 - -
- - - Phantom Stock - - ($0.5) $1.1 ($1.1) - - Working Capital ($17.4) $78.5 ($5.1) $1.2 ($0.1) ($12.7) ($0.5) Growth Capex ($6.9) ($11.0) ($21.6) ($5.9) ($10.8) ($12.6) ($15.1) B Proceeds from Asset Sales $7.8 $5.5 $1.7 $0.3 $0.3 $0.3 $0.6 Free
Cash Flow Before Distributions $8.6 $93.2 $0.6 $32.6 $24.7 $30.4 $49.7 Distributions ($0.8) ($0.8) ($0.8) ($0.8) ($0.8) ($0.8) ($0.8) C Free Cash Flow After Distributions $7.8 $92.5 ($0.2) $31.8 $23.9 $29.6 $48.9 Revolver Draw / (Paydown) ($6.8)
($131.1) $0.6 ($29.7) ($11.5) $163.3 ($48.9) High Yield Issuance (Redemptions) ($0.6) $54.9 - - - ($200.0) - D Other [6] ($0.3) ($16.2) ($0.0) ($2.2) - ($5.3) - Free Cash Flow ($0.0) $0.0 $0.4 ($0.0) $12.4 ($12.4) $0.0 Additional Financial
Information Net Income ($10.3) ($4.5) $9.3 $7.9 $18.2 $16.8 $27.8 $36.7 Total Capital Expenditures $31.1 $40.1 $45.4 $55.5 $35.5 $41.6 $37.5 $38.6 Decrease (Increase) in Net Working Capital [7] ($48.0) $75.7 ($6.4) $1.2 ($0.1) ($0.5) ($0.5) Annual
Distributions per unit $0.02 $0.02 $0.02 $0.02 $0.02 $0.02 $0.02 $0.02 Net Debt [8] $516.1 $442.4 $458.3 $440.7 $411.0 $387.1 $362.8 $313.9 A B C D 2024 growth capital expenditures mainly related to Sulfur Services segment $400 mm High Yield Notes
redeemed post expiration See following Distributions per unit (ELSA JV $18 mm and Seneca warehouse expansion $2 mm). 2025-2027 growth of the call premium period in February 2027. page for details held constant across capital expenditures ~80-90%
attributable to Specialty Storage, with 2028 Redemption financed by a $164.0 mm new revolver and commentary. the projection period. growth spend split between Specialty Storage and Land Transportation. drawdown and $200 mm of new 8.5% notes. Note:
Historical and projected revenue, costs and expenses exclude intercompany eliminations. 1. CY 2022A, CY 2023A, and LTM Adj. EBITDA shown proforma for Company's exit from the Butane optimization business. CY 2022A, CY 2023A, and LTM revenue not
adjusted for the exit from the Butane optimization business. 2. Includes non-cash unit based compensation. 3. Includes (i) preferred distribution from ELSA JV of $0.9 million/year from 2025E to 2028E and (ii) excess common distributions of $0.4
million/year from 2026E to 2028E. 4. Includes net loss and non-cash adjustments related to the Butane optimization business. 5. Includes non-cash adjustments related to the Butane optimization business. In 2023, also includes early extinguishment of
debt adjustment. 6. Includes certain debt securities related expenses. 7. Excludes accrued interest. 8. LTM represents figures as of 5/31/24, per Company management. A refers to Actual; Adjusted EBITDA refers to Earnings Before Interest, Taxes,
Depreciation and Amortization, adjusted for certain non-recurring items; CAGR refers to Compound Annual Growth Rate; CY refers to Calendar Year; E refers to Estimated; LTM refers to Latest 12 Months; NA refers to not available; NMF refers to not
meaningful figure. Source: Company management. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 12
Selected Historical and Projected Financial Information (cont.) Segment
Level Detail Calendar Year Ending December 31, CAGR 2022A [1] 2023A [1] 2024E 2025E 2026E 2027E 2028E 2023A to 2028E (dollars in millions) E Terminalling & Storage $229.9 $95.5 $96.6 $98.6 $100.9 $103.6 $106.3 2.2% Growth % 22.9% -58.5% 1.2%
2.0% 2.4% 2.7% 2.6% F Specialty Products 404.4 348.5 306.1 330.8 319.0 297.6 304.6 -2.7% Growth % -3.7% NMF NMF 8.1% -3.6% -6.7% 2.4% G Transportation Services 239.3 240.9 239.0 233.5 236.4 237.5 238.4 -0.2% Growth % 48.5% 0.7% -0.8% -2.3% 1.3% 0.5%
0.4% Sulfur Services 200.0 149.4 127.6 131.3 132.9 134.2 135.6 -1.9% H Growth % 25.9% -25.3% -14.5% 2.9% 1.3% 1.0% 1.0% Total Revenue $1,073.7 $834.3 $769.3 $794.1 $789.3 $772.9 $784.9 -1.2% Growth % 15.8% NMF -7.8% 3.2% -0.6% -2.1% 1.6% E
Terminalling & Storage $47.4 $35.9 $37.3 $37.7 $38.1 $38.7 $39.9 2.1% Growth % 8.9% -24.2% 3.8% 1.2% 1.1% 1.5% 3.1% Margin % 20.6% 37.6% 38.6% 38.3% 37.8% 37.3% 37.5% F Specialty Products 18.7 9.9 22.1 23.0 22.8 22.5 22.7 18.0% Growth % NMF NMF
NMF 4.0% -0.7% -1.5% 0.7% Margin % 4.6% 2.8% 7.2% 7.0% 7.2% 7.6% 7.4% Transportation Services 54.9 46.8 44.4 40.9 39.6 37.9 38.1 -4.0% G Growth % 128.0% -14.7% -5.1% -7.9% -3.1% -4.3% 0.5% Margin % 22.9% 19.4% 18.6% 17.5% 16.8% 16.0% 16.0% Sulfur
Services 30.7 28.1 27.5 35.0 36.1 36.5 36.8 5.6% H Growth % -10.3% -8.6% -2.0% 27.3% 3.1% 1.0% 1.0% Margin % 15.4% 18.8% 21.6% 26.7% 27.2% 27.2% 27.2% Unallocated SG&A [2] (16.9) (16.0) (16.0) (16.7) (16.9) (16.9) (17.0) LCM Adjustment &
Other Non Cash Adjustments [3] (12.9) 12.9 - - - - - Total Adjusted EBITDA $121.9 $117.6 $115.3 $119.9 $119.8 $118.7 $120.5 0.5% E F G H Growth across projection period driven Grease and Lubricant business projected to maintain an Revenue and EBITDA
decline in 2027 Revenue growth primarily driven by the by incremental growth capital EBITDA margin of 15% and 12% respectively. Propane and 2028 primarily due to the Brian ramp up of ELSA JV in October 2024 expenditures in 2025, 2026, 2027 and
related contributions assumed relatively constant at $2.4 Hamilton tow boat being retired in June followed by subsequent throughput 2028 partially offset by assumed – $2.5 mm during the 2024 – 2028 period. NGL related 2027. Day rates for
dirty and clean growth assumed in 2025. Additionally, volume decline related to Spindletop. contributions decrease from $1.0 mm in 2025 to $0.2 barges held constant at $10,500 and 2024-2025 EBITDA growth driven by Growth capex assumed to be invested
mm in 2028 due to a projected decrease in volumes from $9,500 per day respectively across the assumed normalization of the EBITDA at 5.0x EBITDA multiple. 90.4 mm gallons in 2025 to 65.3 mm gallons in 2028. 2025-2028 period. margin related to the
fertilizer business. Note: Historical and projected revenue, costs and expenses exclude intercompany eliminations. 1. CY 2022A and CY 2023A Adj. EBITDA shown proforma for Company's exit from the Butane optimization business. CY 2022A and CY 2023A
revenue not adjusted for the exit from the Butane optimization business. 2. Includes non-cash unit-based compensation. 3. Non-cash adjustments related to the Butane optimization business. A refers to Actual; CAGR refers to Compound Annual Growth
Rate; CY refers o Calendar Year; E refers to Estimated; LCM refers to Lower of Cost or Market; NMF refers to not meaningful figure. Source: Company management. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 13
Comparison of Management Projections vs. Wall Street Analyst Estimates 1
Total Revenue Comparison (FY 2024E – FY 2025) (dollars in millions) $1,000.0 $794.1 $769.3 $773.6 $773.6 $748.3 $748.3 $500.0 NA NA $0.0 FY 2024 FY 2025 Adjusted EBITDA Comparison (FY 2024E – FY 2025) (dollars in millions) $122.0 $119.9
$118.9 $120.0 $118.3 $117.8 $118.0 $116.1 $116.2 $116.0 $115.3 $116.0 $114.0 $112.0 FY 2024 FY 2025 Distributable Cash Flow Comparison (FY 2024E – FY 2025) (dollars in millions) $60.0 $39.5 $35.9 $33.9 $40.0 $32.3 $28.3 $26.0 $26.0 $19.8 $20.0
$0.0 FY 2024 FY 2025 Management Projections Wall Street Estimates [2] Sidoti & Company, LLC Stifel [2] 1. Stifel estimates not available for revenue. 2. Stifel estimates per report dated April 18, 2024. Estimates not included in latest Stifel
report dated May 24, 2024. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization. Excludes add-back for unit-based compensation expense. FY refers to Fiscal Year. Source: Bloomberg, Company management and Wall
Street Research. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 14
Preliminary Selected Companies Analysis Enterprise Value [1] to (dollars
in millions, except per share values) Share Equity Market Enterprise Adjusted EBITDA Tier 1 Price [2] Value [2] [3] Value [2] [3] CY 2024E [4] CY 2025E [4] Adams Resources & Energy, Inc. $27.90 $75.4 $82.4 3.2x [5] 3.0x [5] Ardmore Shipping
Corporation $22.75 $961.2 $1,015.9 5.2x 6.5x Genesis Energy, L.P. $14.03 $1,718.2 [6] $6,718.5 9.6x 8.1x Navios Maritime Partners L.P. $50.46 $1,554.5 [7] $3,164.5 3.9x 3.7x NGL Energy Partners LP $4.98 $660.6 [8] $4,390.2 6.8x 6.3x Tsakos Energy
Navigation Limited $29.44 $868.6 $2,196.0 4.2x 4.0x Low 3.2x 3.0x High 9.6x 8.1x Median 4.7x 5.1x Mean 5.5x 5.3x Tier 2 Delek Logistics Partners, LP $39.98 $1,888.4 [6] $3,479.9 8.3x 8.0x Mullen Group Ltd. $9.54 $841.9 $1,337.4 5.8x 5.3x Oil States
International, Inc. $4.33 $287.8 $400.0 4.7x 4.0x Ranger Energy Services, Inc. $10.48 $245.0 $245.3 3.7x 2.8x RPC, Inc. $6.24 $1,357.3 $1,146.1 4.0x 3.1x Suburban Propane Partners, L.P. $18.71 $1,219.6 [6] $2,427.5 8.2x 7.7x World Kinect Corporation
$25.84 $1,559.1 $2,128.0 5.5x 4.9x Low 3.7x 2.8x High 8.3x 8.0x Median 5.5x 4.9x Mean 5.7x 5.1x All Selected Companies Low 3.2x 2.8x High 9.6x 8.1x Median 5.2x 4.9x Mean 5.6x 5.2x Current Company | Consensus Estimates [9] $3.25 $129.3 $587.6 5.1x
5.0x $3.25 $129.3 $587.6 5.1x 4.9x Company | Management Projections [10] Unaffected [11] Company | Consensus Estimates [9] $3.00 $119.4 $581.3 5.0x 4.9x Company | Management Projections [10] $3.00 $119.4 $581.3 5.0x 4.8x Note: No company used in
this analysis for comparative purposes is identical to Company. 1. Enterprise Value equals equity market value + debt outstanding + preferred stock + minority interests – cash and cash equivalents. 2. Based on closing prices as of 6/27/24. 3.
Based on diluted shares. 4. Multiples based on forward looking financial information have been calendarized to Company’s fiscal year end of December 31st. 5. Represents Adjusted EBITDA estimates per Capital IQ. 6. General partner interest is
non-economic. 7. Includes ~2% general partner interest. 8. Includes 0.1% general partner interest. 9. Adjusted EBITDA for forward periods reflects consensus analyst estimates excludes stock-based compensation expense addback. 10. Adjusted EBITDA for
forward periods reflects Company projections. 11. Represents figures as of 5/23/24, the last full day of trading prior to the announcement of the Offer. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization,
adjusted for certain non-recurring items; CY refers to Calendar Year; E refers to Estimated; FY refers to Fiscal Year; NA refers to not available. Sources: Bloomberg, Capital IQ, and public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT
TO FURTHER REVIEW 15
Preliminary Selected Companies Analysis and Benchmarking Enterprise
Value [1] to CY 2024E Adjusted EBITDA 12.0x 9.6x 10.0x 8.3x 8.0x Median: Median: 6.0x 4.7x 2 5.5x Company 5.1x 4.0x 3.7x 3.2x 2.0x 0.0x Tier 1 [3] Tier 2 [3] CY 2023 to CY 2025E Adjusted EBITDA CAGR (LTM Adj. EBITDA - Int. Expense - Capex) / LTM
Adj. EBITDA 45.9% 5.8% 5.1% 24.5% 18.8% 1.0% Company Tier 1 Median Tier 2 Median Company Tier 1 Median Tier 2 Median 1. Enterprise Value equals equity market value + debt outstanding + preferred stock + minority interests – cash and cash
equivalents. 2. Adjusted EBITDA for forward periods reflects consensus analyst estimates excludes stock-based compensation expense addback. 3. Low and high multiples per range shown on the Preliminary Selected Companies Analysis page. Adjusted
EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items. CAGR refers to Compound Annual Growth Rate; Capex refers to Capital Expenditures; CY refers to Calendar Year; E refers to
Estimated; Int. Expense refers to Interest Expense; LTM refers to Latest 12 Months. Sources: Bloomberg, Capital IQ, Company management and public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 16
Preliminary Discounted Cash Flow Analysis Excluding Corporate Taxes
(dollars in millions, except per unit values) Projected Calendar Year Ending December 31, 2024E [1] 2025E 2026E 2027E 2028E Total Revenue $446.8 $794.1 $789.3 $772.9 $784.9 Growth % 3.2% -0.6% -2.1% 1.6% Total Cost of Products Sold (211.3) (378.4)
(367.2) (346.5) (353.9) Total Operating Expenses (148.9) (255.0) (261.0) (265.8) (267.9) Total SG&A [2] (23.4) (41.7) (42.6) (43.2) (44.0) Other Income (Expense) [3] 0.0 0.9 1.3 1.3 1.3 Adjusted EBITDA $63.1 $119.9 $119.8 $118.7 $120.5 Margin %
14.1% 15.1% 15.2% 15.4% 15.4% Total Depreciation & Amortization (25.8) (42.3) (45.4) (47.8) (49.3) Adjusted EBIT $37.3 $77.7 $74.4 $70.9 $71.2 Taxes [4] (2.3) (5.2) (5.3) (5.1) (5.1) Unlevered Earnings $35.0 $72.5 $69.1 $65.8 $66.2 Total
Depreciation & Amortization 25.8 42.3 45.4 47.8 49.3 Proceeds from sale of assets 1.1 0.3 0.3 0.3 0.6 Phantom Stock (0.6) 1.1 (1.1) 0.0 0.0 Total Capital Expenditures (12.6) (35.5) (41.6) (37.5) (38.6) Decrease (Increase) in Net Working Capital
[5] 0.8 1.2 (0.1) (0.5) (0.5) Unlevered Free Cash Flows $49.6 $81.8 $72.0 $75.9 $77.0 Present Value PV of Terminal Value PV of Terminal Value of Cash Flows as a Multiple of Implied Enterprise Value as a % of Enterprise Value (2024 - 2028) 2028
Adjusted EBITDA Discount Rate 4.25x 4.75x 5.25x 4.25x 4.75x 5.25x Discount Rate 4.25x 4.75x 5.25x 10.25% $288.4 $327.5 $366.0 $404.5 $615.9 $654.4 $692.9 10.25% 53.2% 55.9% 58.4% 10.75% $285.7 $320.7 $358.5 $396.2 $606.5 $644.2 $681.9 10.75% 52.9%
55.6% 58.1% 11.25% $283.1 $314.2 $351.1 $388.1 $597.2 $634.2 $671.2 11.25% 52.6% 55.4% 57.8% + = 11.75% $280.5 $307.8 $344.0 $380.2 $588.3 $624.5 $660.7 11.75% 52.3% 55.1% 57.5% 12.25% $277.9 $301.6 $337.0 $372.5 $579.5 $614.9 $650.4 12.25% 52.0%
54.8% 57.3% Note: Present values as of 6/1/24; mid-year convention applied. Refer to WACC calculation for derivation of discount rate. 1. Represents projections from June to December 2024. 2. Includes non-cash unit-based compensation. 3. Includes
(i) preferred distribution from ELSA JV of $0.9 million/year from 2025E to 2028E and (ii) excess common distributions of $0.4 million/year from 2026E to 2028E. 4. Cash Taxes related to Martin Transport, per Company management. 5. Excludes working
capital related to accrued interest. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items. Adjusted EBIT refers to Earnings Before Interest and Taxes, adjusted for certain
non-recurring items. E refers to Estimated. PV refers to Present Value. Source: Company management. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 17
Preliminary Discounted Cash Flow Analysis (cont.) Including Corporate
Taxes (dollars in millions, except per unit values) Projected Calendar Year Ending December 31, 2024E [1] 2025E 2026E 2027E 2028E Total Revenue $446.8 $794.1 $789.3 $772.9 $784.9 Growth % 3.2% -0.6% -2.1% 1.6% Total Cost of Products Sold (211.3)
(378.4) (367.2) (346.5) (353.9) Total Operating Expenses (148.9) (255.0) (261.0) (265.8) (267.9) Total SG&A [2] (23.4) (41.7) (42.6) (43.2) (44.0) Other Income (Expense) [3] 0.0 0.9 1.3 1.3 1.3 Adjusted EBITDA $63.1 $119.9 $119.8 $118.7 $120.5
Margin % 14.1% 15.1% 15.2% 15.4% 15.4% Total Depreciation & Amortization (25.8) (42.3) (45.4) (47.8) (49.3) Adjusted EBIT $37.3 $77.7 $74.4 $70.9 $71.2 Taxes [4] (9.0) (18.8) (18.3) (17.6) (17.5) Unlevered Earnings $28.3 $58.9 $56.1 $53.3 $53.7
Total Depreciation & Amortization 25.8 42.3 45.4 47.8 49.3 Proceeds from sale of assets 1.1 0.3 0.3 0.3 0.6 Phantom Stock (0.6) 1.1 (1.1) 0.0 0.0 Total Capital Expenditures (12.6) (35.5) (41.6) (37.5) (38.6) Decrease (Increase) in Net Working
Capital [5] 0.8 1.2 (0.1) (0.5) (0.5) Unlevered Free Cash Flows $43.0 $68.2 $59.0 $63.4 $64.5 Present Value PV of Terminal Value PV of Terminal Value of Cash Flows as a Multiple of Implied Enterprise Value as a % of Enterprise Value (2024 - 2028)
2028 Adjusted EBITDA Discount Rate 4.25x 4.75x 5.25x 4.25x 4.75x 5.25x Discount Rate 4.25x 4.75x 5.25x 9.50% $245.0 $337.9 $377.6 $417.4 $582.9 $622.6 $662.4 9.50% 58.0% 60.6% 63.0% 10.00% $242.7 $330.9 $369.8 $408.7 $573.6 $612.5 $651.5 10.00%
57.7% 60.4% 62.7% 10.50% $240.4 $324.1 $362.2 $400.3 $564.5 $602.7 $640.8 10.50% 57.4% 60.1% 62.5% + = 11.00% $238.2 $317.4 $354.8 $392.1 $555.7 $593.0 $630.3 11.00% 57.1% 59.8% 62.2% 11.50% $236.0 $311.0 $347.6 $384.1 $547.0 $583.6 $620.2 11.50%
56.9% 59.6% 61.9% Note: Present values as of 6/1/24; mid-year convention applied. Refer to WACC calculation for derivation of discount rate. 1. Represents projections from June to December 2024. 2. Includes non-cash unit-based compensation. 3.
Includes (i) preferred distribution from ELSA JV of $0.9 million/year from 2025E to 2028E and (ii) excess common distributions of $0.4 million/year from 2026E to 2028E. 4. Cash Taxes related to Martin Transport, per Company management, plus 21%
Corporate Tax on pretax income not attributed to Martin Transport. Terminal period taxes based on 2028E effective rate. 5. Excludes working capital related to accrued interest. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation
and Amortization, adjusted for certain non-recurring items. Adjusted EBIT refers to Earnings Before Interest and Taxes, adjusted for certain non-recurring items. E refers to Estimated. PV refers to Present Value. Source: Company management.
CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 18
Preliminary Selected Companies Historical Trading Multiples Enterprise
Value to NFY Adjusted EBITDA (2022 – Current) YTD One Year Two Year Total Average Average Average Average Company 4.6x 5.0x 5.1x 5.3x Tier 1 [1] 4.1x 4.2x 4.4x 4.9x 9.0x Tier 2 [2] 5.2x 5.7x 6.1x 6.4x 8.0x 7.0x 6.0x 5.0x 4.0x 3.0x 2.0x 1.0x
0.0x Jan-22 Mar-22 May-22 Jul-22 Aug-22 Oct-22 Dec-22 Feb-23 Apr-23 Jun-23 Aug-23 Oct-23 Dec-23 Feb-24 Apr-24 Jun-24 Tier 1 [1] Tier 2 [2] Company Note: Multiples shown above are sourced from Capital IQ; as such, certain multiples may differ
slightly from figures shown on other pages. Multiples less than 0.0x or greater than 25.0x deemed not meaningful. 1. Selected Companies in Tier 1 include Adams Resources & Energy, Inc., Ardmore Shipping Corporation, Genesis Energy, L.P., Navios
Maritime Partners L.P., NGL Energy Partners LP, and Tsakos Energy Navigation Limited. 2. Selected Companies in Tier 2 include Delek Logistics Partners, LP, Mullen Group Ltd., Oil States International, Inc., Ranger Energy Services, Inc., RPC, Inc.,
Suburban Propane Partners, L.P., and World Kinect Corporation. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items. YTD refers to Year to Date. Source: Capital IQ as of
6/27/24. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 19
PRELIMINARY PREMIUMS PAID DATA 04 03 CONFIDENTIAL – PRELIMINARY
– SUBJECT TO FURTHER REVIEW
Preliminary Premiums Paid Data Initial Premium Final Premium Definitive
to Unaffected Date Price [3] to Unaffected Date Price [4] Agreement Announcement Unaffected Form of 30 Day 30 Day Date [1] Date [2] Buyer Target Consideration 1 Day VWAP 1 Day VWAP 9/18/23 5/3/23 Green Plains Inc. Green Plains Partners LP Cash and
Stock 0% 1% 20% 21% 8/16/23 5/3/23 HF Sinclair Corporation Holly Energy Partners, L.P. Cash and Stock -2% -9% 36% 28% 8/16/23 8/15/23 Energy Transfer LP Crestwood Equity Partners LP [5] 100% Stock NA NA -1% -6% 4/6/23 1/24/23 GasLog Ltd. GasLog
Partners LP 100% Cash 10% 16% 24% 30% 2/1/23 7/5/22 Sisecam Chemicals Resources Sisecam Resources 100% Cash 0% 2% 39% 42% 1/6/23 8/17/22 Phillips 66 DCP Midstream 100% Cash 0% 4% 20% 25% 7/28/22 6/23/22 PBF Energy PBF Logistics Cash and Stock NA NA
33% 13% 7/25/22 2/10/22 Shell Shell Midstream 100% Cash 0% 0% 23% 23% 6/2/22 1/10/22 Hartree Partners Sprague Resources LP 100% Cash 11% 22% 27% 41% 5/16/22 5/13/22 Diamondback Energy Rattler Midstream 100% Stock NA NA 17% 10% 4/22/22 10/8/21 Ergon
Blue Knight 100% Cash 8% 6% 51% 49% 12/20/21 8/5/21 BP BP Midstream 100% Stock -1% -7% 16% 10% 10/27/21 10/26/21 Phillips 66 Phillips 66 Partners 100% Stock NA NA 5% 7% 10/4/21 10/1/21 Stonepeak Partners LP; Stonepeak Teekay LNG Partners L.P. [5]
100% Cash NA NA 8% 7% Infrastructure Fund IV LP 8/23/21 5/14/21 Landmark Dividend LLC Landmark Infrastructure Partners LP 100% Cash 9% 6% 38% 35% 3/5/21 2/4/21 Chevron Corporation Noble Midstream Partners LP 100% Stock 0% 3% 17% 20% 12/15/20 10/2/20
TC Energy Corporation TC PipeLines, LP 100% Stock 5% -1% 19% 12% 7/27/20 7/26/20 CNX Resources Corporation CNX Midstream Partners LP 100% Stock NA NA 28% 30% 12/16/19 8/27/19 Blackstone Infrastructure Partners, L.P. Tallgrass Energy, LP 100% Cash
36% 16% 56% 33% 10/1/19 5/16/19 Brookfield Business Partners L.P. Teekay Offshore Partners L.P. 100% Cash -13% -22% 28% 15% 5/10/19 5/9/2019 IFM Investors Pty Ltd Buckeye Partners, L.P. [5] 100% Cash NA NA 27% 24% Continued on Following Page Note:
Premium paid data based on (i) closing price as of the unaffected date and (ii) final transaction consideration. 1. Represents the date of announcement of the execution of a definitive agreement. 2. Represents the day prior to either (i) the
announcement of receipt of proposal or (ii) the announcement of agreement of merger, or (iii) the announcement of the target companies considering strategic alternatives. 3. Reflects implied premium based on initial proposal vs. unaffected date
price, as applicable. 4. Reflects implied premium based on announcement of the execution of the definitive agreement vs. unaffected date price. 5. Transaction reflects target not acquired by affiliate or GP. Source: Public filings, press releases,
and Capital IQ. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 21
Preliminary Premiums Paid Data (cont.) Initial Premium Final Premium
Definitive to Unaffected Date Price [3] to Unaffected Date Price [4] Agreement Announcement Unaffected Form of 30 Day 30 Day Date [1] Date [2] Buyer Target Consideration 1 Day VWAP 1 Day VWAP 5/8/19 5/7/2019 MPLX LP Andeavor Logistics LP [5] 100%
Stock NA NA 2% 1% 4/2/19 4/1/19 UGI Corporation AmeriGas Partners, L.P. Cash and Stock NA NA 13% 23% 11/26/18 7/9/18 ArcLight Energy Partners TransMontaigne Partners L.P. 100% Cash 5% 2% 14% 10% 11/26/18 9/18/18 Dominion Energy, Inc. Dominion Energy
Midstream Partners, LP 100% Stock 0% 5% 3% 8% 11/8/18 11/7/18 Western Gas Equity Partners, LP Western Gas Partners, LP 100% Stock NA NA 8% 14% 10/22/18 10/19/18 EnLink Midstream, LLC EnLink Midstream Partners, LP 100% Stock NA NA 1% 0% 10/18/18
10/17/18 Valero Energy Corporation Valero Energy Partners LP 100% Cash NA NA 7% 12% 10/9/18 2/25/18 Antero Midstream GP LP Antero Midstream Partners LP Cash and Stock NA NA 19% [6] 9% [6] 9/18/18 5/16/18 Enbridge Inc. Enbridge Energy Partners, L.P.
100% Stock 0% 0% 14% 15% 8/24/18 5/16/18 Enbridge Inc. Spectra Energy Partners, LP 100% Stock 0% -3% 21% 18% 8/1/18 7/31/18 Energy Transfer Equity LP Energy Transfer Partners, L.P. 100% Stock NA NA 11% 18% 7/4/18 6/1/18 OCI N.V. OCI Partners LP 100%
Cash 10% 10% 15% 15% 5/17/18 5/16/18 The Williams Companies, Inc. Williams Partners L.P. 100% Stock NA NA 6% 12% 3/27/18 3/26/18 Tallgrass Energy GP, LP Tallgrass Energy Partners, LP 100% Stock NA NA 1% -8% All Transactions Low -13% -22% -1% -8%
Count: 30 High 36% 22% 56% 49% Median 0% 2% 17% 15% Mean 4% 3% 19% 18% 100% Cash Transactions Low -13% -22% 7% 7% Count: 11 High 36% 22% 56% 49% Median 7% 5% 24% 24% Mean 7% 6% 27% 26% Note: Premium paid data based on (i) closing price as of the
unaffected date and (ii) final transaction consideration. 1. Represents the date of announcement of the execution of a definitive agreement. 2. Represents the day prior to either (i) the announcement of receipt of proposal or (ii) the announcement
of agreement of merger, or (iii) the announcement of the target companies considering strategic alternatives. 3. Reflects implied premium based on initial proposal vs. unaffected date price, as applicable. 4. Reflects implied premium based on
announcement of the execution of the definitive agreement vs. unaffected date price. 5. Transaction reflects target not acquired by affiliate or GP. 6. Reflects the premium received by the public shareholders. Transaction included lower
consideration for units owned by Antero Resources. Source: Public filings, press releases, and Capital IQ. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 22
APPENDIX 06 04 CONFIDENTIAL – PRELIMINARY – SUBJECT TO
FURTHER REVIEW
APPENDIX Additional Response Considerations 07 04 CONFIDENTIAL –
PRELIMINARY – SUBJECT TO FURTHER REVIEW
Unit Trading Activity Prior to the Offer Closing Unit Price (dollars in
actuals) Closing Unit Price 1-Month VWAP: $2.89 3-Month VWAP: $2.69 6-Month VWAP: $2.55 1-Year VWAP: $2.57 3-Year VWAP: $3.17 5-Year VWAP: $2.81 $7.00 $6.00 5/24/24: Offer Announced $5.00 $4.00 $3.00 $2.00 $1.00 $0.00 May-19 May-20 May-21 May-22
May-23 May-24 Note: VWAPs shown are as of 5/23/24. VWAP refers to Volume Weighted Average Price. Source: Bloomberg as of 6/27/24. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 25
Company Relative Unit Performance Information Total Unitholder Return
Company vs. S&P 500 Index and Selected Companies (Five Years Prior to Unaffected Date) 150% Five-Year Three-Year Two-Year One-Year YTD Total Return [1] Total Return [1] Total Return [1] Total Return [1] Total Return [1] Company -52.5% 16.4%
-25.6% 40.7% 22.5% / 32.7% [2] Selected Companies Tier 1 [3] 67.9% 87.8% 58.7% 49.9% 36.2% Selected Companies Tier 2 [4] 17.1% 9.8% -3.1% -5.1% -1.0% 100% S&P 500 Index (Total Return) 86.7% 25.5% 32.6% 27.1% 11.1% 50% 0% -50% -100% May-19 Nov-19
May-20 Nov-20 May-21 Nov-21 May-22 Nov-22 May-23 Nov-23 May-24 Company Selected Companies Tier 1 [3] Selected Companies Tier 2 [4] S&P 500 Index (Total Return) Note: Total return to shareholders and/or unitholders considers dividends and capital
gains. 1. Metrics shown as of unaffected date (5/23/24) unless otherwise noted. 2. Represents YTD total return as of unaffected date (5/23/24) and as of 6/27/24, respectively. 3. Selected Companies in Tier 1 include Adams Resources & Energy,
Inc., Ardmore Shipping Corporation, Genesis Energy, L.P., Navios Maritime Partners L.P., NGL Energy Partners LP, and Tsakos Energy Navigation Limited. 4. Selected Companies in Tier 2 include Delek Logistics Partners, LP, Mullen Group Ltd., Oil
States International, Inc., Ranger Energy Services, Inc., RPC, Inc., Suburban Propane Partners, L.P., and World Kinect Corporation. YTD refers to Year to Date. Source: Capital IQ as of 6/27/24. CONFIDENTIAL – PRELIMINARY – SUBJECT TO
FURTHER REVIEW 26
Recent Unit Price Performance Daily Volume (millions) Closing Unit Price
($) $4.00 1.6 Current Unit Price [1]: $3.25 $3.50 1.4 $3.00 1.2 $2.50 1.0 Q4 $2.00 Q1 0.8 Q2 Q1 FY 22 FY 23 Q3 FY 23 FY 24 Q4 FY 23 $1.50 0.6 FY 23 2 ▲ 0.9% 2 2 ▼ 2.0% 2 ▲ 0.0% ▲ 3.4% 2 $1.00 0.4 ▲ 0.4% 2 ▼ 0.5%
$0.50 0.2 $0.00 0.0 1/1/23 3/1/23 5/1/23 7/1/23 9/1/23 11/1/23 1/1/24 3/1/24 5/1/24 Daily Trading Volume Company Current Unit Price [1] 90-Day Average Daily Trading Volume (in millions) [3] 0.1 % of Total Units Outstanding 0.3% 90-Day Average Daily
Trading Value (in millions) [3] $0.3 % of Market Value of Equity 0.3% Number of Analysts Covering the Company [4] 2 Total Public Float [5] [6] 28.2 Comparison of Reported Financials and Wall Street Estimates % of Total Units Outstanding 70.9%
(dollars in millions) Fiscal Year Ended December 31, 2022 2023 2024 Q4 Q1 Q2 Q3 Q4 Q1 Total Adjusted Total Adjusted Total Adjusted Total Adjusted Total Adjusted Total Adjusted Revenue EBITDA Revenue EBITDA Revenue EBITDA Revenue EBITDA Revenue
EBITDA Revenue EBITDA Consensus Wall Street Estimate [7] NA $23.2 NA $32.5 NA $33.0 NA $26.2 $178.0 $25.6 $199.0 $31.3 Reported Financials $243.4 $17.8 $244.5 $30.6 [8] $195.6 $31.8 [8] $176.7 $26.2 $181.1 $29.2 $180.8 $30.4 % Difference NA -23.4%
NA -6.0% NA -3.6% NA -0.1% 1.7% 14.1% -9.1% -2.7% 1. As of 6/27/24 close. 2. Refers to percentage change between closing unit price directly prior to reported earnings and closing unit price on subsequent trading day, per Capital IQ. 3. Per Capital
IQ. 4. Per Bloomberg. 5. Per public filings. 6. Represents common units outstanding. Does not reflect unit acquisitions or disposals not publicly disclosed as of 6/27/24. 7. Refers to consensus Bloomberg and Wall Street analyst estimates for
relevant financial metric directly prior to reported earnings. 8. The reported Adjusted EBITDA figures for Q1 2023 and Q2 2023 are shown pro forma for the Company’s exit from the Butane optimization business. Source: Capital IQ, Bloomberg and
Company press releases. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 27
Selected Unit Trading Activity Last Twelve Months Last Six Months
Average Daily Volume: 0.07 million Average Daily Volume: 0.06 million 1 1 VWAP : $2.67 VWAP : $2.78 High Closing Price: $3.36 High Closing Price: $3.36 % Volume Traded % Volume Traded Low Closing Price: $2.02 Low Closing Price: $2.07 > $3.05: 19%
> $3.05: 32% 22.4% 28.5% 18.5% 16.6% 15.7% 19.9% 13.7% 15.1% 12.8% 8.5% 9.1% 8.2% 4.6% 6.4% $2.05- $2.25- $2.45- $2.65- $2.85- $3.05- $3.25- $2.05- $2.25- $2.45- $2.65- $2.85- $3.05- $3.25- $2.25 $2.45 $2.65 $2.85 $3.05 $3.25 $3.45 $2.25 $2.45
$2.65 $2.85 $3.05 $3.25 $3.45 Last Three Months Since Offer % Volume Traded Average Daily Volume: 0.07 million Average Daily Volume: 0.10 million % Volume Traded 1 > $3.05: 51% 1 VWAP : $3.00 VWAP : $3.22 > $3.05: 100% High Closing Price:
$3.36 High Closing Price: $3.36 26.4% Low Closing Price: $2.47 Low Closing Price: $3.11 25.0% 51.4% 48.6% 21.8% 14.5% 12.2% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% $2.05- $2.25- $2.45- $2.65- $2.85- $3.05- $3.25- $2.05- $2.25- $2.45- $2.65- $2.85- $3.05-
$3.25- $2.25 $2.45 $2.65 $2.85 $3.05 $3.25 $3.45 $2.25 $2.45 $2.65 $2.85 $3.05 $3.25 $3.45 1. Based on VWAP over specified period (last twelve months, last six months, last three months, or since Offer). Reference to “Month” is based on
Calendar months. VWAP in dollars. VWAP refers to Volume Weighted Average Price. Source: Bloomberg as of 6/27/24. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 28
Selected Wall Street Analyst Perspectives As of June 27, 2024, the
average unit price target for the Company from Wall Street analysts reflected a discount of 7.7% relative to the Company’s closing unit price of $3.25 per unit and 1.7% relative to the Offer Price of $3.05 per unit. (per unit prices in
actuals) Offer Status Broker Date of Report Unit Price Target Risk/Recommendation Post-Offer Sidoti & Company 6/27/24 $3.00 Moderate Post-Offer Stifel 5/24/24 $3.00 Hold Pre-Offer Sidoti & Company 4/22/24 $4.00 [1] Moderate Pre-Offer Stifel
4/18/24 $3.00 Hold Historical Wall Street Analyst Recommendations Versus Trading Price 100% $7.00 $6.00 80% $5.00 60% $4.00 $3.00 40% $2.00 20% $1.00 0% $0.00 Jun-22 Oct-22 Jan-23 Apr-23 Jul-23 Oct-23 Feb-24 May-24 Trading Price Analyst Target Price
Buy / Overweight % Hold / Neutral % Sell / Underweight % 1. The $4.00 unit price target is rounded based on a calculated unit price of $3.60 derived from 4.0x 2025 FCF per unit estimated of $0.90. Source: Capital IQ and Bloomberg as of 6/27/24.
CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 29
Illustrative Implied Present Value of Future Unit Price Sensitivity
Analysis Illustrative Implied 12/31/26 Unit Price Sensitivities (dollars and units outstanding in millions, except per unit values) Shown for illustrative purposes and not as an Illustrative EV / Adjusted EBITDA Multiple indication as to actual unit
prices which may vary based 4.0x 4.5x 5.0x 5.5x 6.0x on various factors, including market conditions and FY 2026E Adjusted EBITDA [1] $119.8 $119.8 $119.8 $119.8 $119.8 financial projections. Does not represent an indication of valuation of the
units. Implied Enterprise Value $479.1 $539.0 $598.9 $658.7 $718.6 Less: Net Debt at 12/31/26 [1] ($387.1) ($387.1) ($387.1) ($387.1) ($387.1) Implied Market Cap $91.9 $151.8 $211.7 $271.6 $331.5 Common and General Partner Units Outstanding [1] [2]
40.0 40.0 40.0 40.0 40.0 Implied Future Value per Unit $2.30 $3.80 $5.30 $6.80 $8.30 Implied Present Value per Unit [3] 12.0% $1.73 $2.86 $3.99 $5.12 $6.25 13.0% $1.70 $2.80 $3.90 $5.01 $6.11 14.0% $1.66 $2.74 $3.82 $4.90 $5.98 Cost of 15.0% $1.62
$2.68 $3.74 $4.79 $5.85 Equity 16.0% $1.59 $2.62 $3.66 $4.69 $5.73 17.0% $1.55 $2.57 $3.58 $4.59 $5.60 18.0% $1.52 $2.51 $3.50 $4.49 $5.49 Note: Present values as of 7/1/24. 1. Per Company management. 2. Includes incremental 50,000 partner units
granted to the Board of Directors per year. Per Company management. General Partner units implied based on 2.0% general partner interest. 3. For purpose of the analysis, calculated based on selected cost of equity range. See page 47 for details.
Source: Company management. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 30
Illustrative Present Value of Future Distributions The below assumes
(for illustrative purposes only) that following de-levering to below 3x Net Debt / LTM EBITDA, the Company initiates distributions in FY 2028, ramping up to a level consistent with a 1.6x distribution coverage ratio in 2031, based on discussions
with Company management. Implied present values are based on a terminal distribution coverage ratio range of ~1.3x to ~2.0x and selected cost of equity range of 12-18%. 2024E [1] 2025E 2026E 2027E 2028E 2029E 2030E 2031E (dollars and units
outstanding in millions, except per unit values) Distributable Cash [2] [a] $13.0 $35.9 $36.3 $55.3 $64.7 $64.7 $64.7 $64.7 Free Cash Flow Before Distributions [2] $0.3 $32.6 $24.7 $30.4 $49.7 $49.7 $49.7 $49.7 Illustrative Distibutions [3] [b]
($0.4) ($0.8) ($0.8) ($0.8) ($10.0) ($20.0) ($30.0) ($40.0) Implied Distribution per Unit ($0.01) ($0.02) ($0.02) ($0.02) ($0.25) ($0.50) ($0.75) ($0.99) Implied Distribution Coverage Ratio [4] [a]/[b] 32.7x 45.0x 45.7x 69.5x 6.5x 3.2x 2.2x 1.6x
Implied Distribution Ratio [5] [b]/[a] 0.0x 0.0x 0.0x 0.0x 0.2x 0.3x 0.5x 0.6x Total Units (millions) [6] 39.8 39.9 40.0 40.0 40.1 40.1 40.2 40.2 Credit-Related Metrics Beginning Cash $0.1 $0.5 $0.5 $12.9 $0.5 $0.5 $30.2 $49.8 Change in Cash 0.2
(0.0) 12.4 (12.4) 0.0 29.7 19.7 9.7 Ending Cash $0.5 $0.5 $12.9 $0.5 $0.5 $30.2 $49.8 $59.5 Total Debt [7] $441.2 $411.5 $400.0 $363.3 $323.7 $323.7 $323.7 $323.7 Net Debt / Adjusted EBITDA [8] 3.8x 3.4x 3.2x 3.1x 2.7x 2.4x 2.3x 2.2x Free Cash Flow
Before Distributions Coverage Ratio [9] 0.8x 41.0x 31.0x 38.2x 5.0x 2.5x 1.7x 1.2x Liquidity [10] $109.3 $139.0 $162.9 $37.2 $76.8 $106.5 $126.2 $135.9 • Additional liquidity may be necessary to potentially Implied Present Value of
Distributions Per Unit [11] refinance the Company’s debt 2031 Terminal Distribution Coverage Ratio in the future 2.05x 1.90x 1.75x 1.60x 1.45x 1.30x 1.00x represents the upper bound Implied Terminal Free Cash Flow Before Distributions Coverage
Ratio [9] 1.57x 1.46x 1.34x 1.23x 1.11x 1.00x to theoretical distributions • Distribution coverage ratios Implied Terminal Distribution $31.5 $34.0 $37.0 $40.4 $44.6 $49.8 of MLPs have trended higher in recent years, generally Implied
Distribution per Unit $0.78 $0.85 $0.92 $1.01 $1.11 $1.24 Shown for illustrative purposes between ~1.5x and ~2.0x 12.0% $4.29 $4.52 $4.79 $5.12 $5.51 $5.99 and not as an indication as to 13.0% $3.83 $4.03 $4.27 $4.55 $4.89 $5.31 • MLPs
frequently have actual unit prices which may significant latitude on the 14.0% $3.44 $3.62 $3.82 $4.07 $4.37 $4.73 vary based on various factors, Cost of definitions of capital 15.0% $3.11 $3.26 $3.45 $3.66 $3.92 $4.24 including market conditions
Equity expenditures and other items 16.0% $2.82 $2.96 $3.12 $3.31 $3.54 $3.82 and financial projections. Does used to calculate distributable 17.0% $2.58 $2.70 $2.84 $3.01 $3.21 $3.46 not reflect an indication of cash 18.0% $2.36 $2.47 $2.59 $2.74
$2.92 $3.15 valuation of the units. See the following page for footnotes. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 31
Illustrative Present Value of Future Distributions (cont.) Note: Present
values as of 7/1/24; mid-year convention applied. 1. Reflects stub period as of 7/1/24. 2. Held constant after 2028E. 3. For purpose of the illustrative analysis, assumes total distribution amounts of $10 mm, $20 mm, $30 mm and $40 mm for each of
2028E, 2029E, 2030E and 2031E respectively. 4. Defined as Distributable Cash Flow divided by total Distributions in a given year. 5. Defined as total Distributions divided by Distributable Cash Flow in a given year. 6. Includes incremental 50,000
partner units granted to the Board of Directors per year. Per Company management. 0.8 million General Partner units implied based on 2.0% general partner interest. 7. For purpose of the illustrative analysis, (i) 2028 Free Cash Flow After
Distributions is assumed to be utilized to pay down the revolver and (ii) the revolver balance is held constant after 2028. 8. For purpose of the illustrative analysis, the Company's adjusted EBITDA is assumed to be held constant after 2028. 9.
Defined as Free Cash Flow Before Distributions divided by total Distributions in a given year. 10. Assumes $150 mm of total credit facility availability from 2024 till January 2027 and $200 mm thereafter. Per Company management. 11. For purpose of
the illustrative analysis, utilizes terminal perpetual growth rate of 0%. Source: Company management. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 32
Recent Trading Activity Top Common Unit Holders (units in millions and
dollars in actuals) Net Common Units Added / (Deducted) by Quarter Total Net Change Latest Common % of Holder Unit Holdings Public Float Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1 2024 Martin Resource
Management Corporation 6.115 NA 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% % of Holdings Traded Ruben S. Martin III 3.886 NA 0.002 1.321 0.794 0.358
0.101 0.001 0.135 0.001 0.002 0.463 0.241 0.002 3.423 0.4% 284.7% 44.5% 13.9% 3.5% 0.0% 4.5% 0.0% 0.1% 14.6% 6.6% 0.0% 740.9% % of Holdings Traded Invesco Ltd. 7.213 25.6% 0.000 (1.000) 0.000 0.000 0.000 0.000 0.000 0.000 0.000 (0.004) 0.000 0.000
(1.004) 0.0% (12.2%) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% (0.1%) 0.0% 0.0% (12.2%) % of Holdings Traded Goldman Sachs Group 1.751 6.2% 0.000 0.000 (0.000) 0.002 (0.002) 0.000 0.936 0.491 0.092 (0.212) 0.066 (0.062) 1.311 0.0% 0.0% (0.0%) 0.5% (0.5%)
0.0% 212.6% 35.7% 4.9% (10.8%) 3.8% (3.4%) 297.9% % of Holdings Traded Barclays PLC 1.500 5.3% 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 % of Holdings Traded 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
0.0% 0.0% Harvest Fund Advisors LLC 1.068 3.8% 0.910 0.571 (0.020) 0.022 (0.066) 0.071 (0.022) (0.018) (0.003) (0.497) (0.143) (0.145) 0.661 % of Holdings Traded 223.6% 43.4% (1.0%) 1.2% (3.5%) 3.9% (1.2%) (1.0%) (0.1%) (26.8%) (10.5%) (12.0%)
162.5% JPMorgan Chase & Co 0.707 2.5% (0.022) (0.056) (0.158) (0.030) 0.002 0.098 (0.207) (0.030) 0.008 0.055 0.183 (0.089) (0.247) % of Holdings Traded (2.3%) (6.0%) (18.0%) (4.2%) 0.4% 14.2% (26.3%) (5.2%) 1.4% 9.8% 29.9% (11.2%) (25.9%)
Raymond James Financial Inc. 0.540 1.9% 0.011 0.001 0.081 0.325 0.027 0.122 (0.024) 0.030 0.014 0.019 (0.023) (0.044) 0.540 % of Holdings Traded New Position 6.6% NMF 351.9% 6.5% 27.5% (4.2%) 5.5% 2.5% 3.3% (3.8%) (7.6%) NMF VWAP During Quarter
$2.58 $3.00 $2.96 $3.54 $4.63 $3.94 $3.13 $2.76 $2.37 $2.66 $2.47 $2.42 High Closing Unit Price During Quarter $3.28 $3.50 $3.52 $4.73 $5.74 $4.59 $3.70 $3.35 $2.95 $3.25 $2.68 $2.65 Low Closing Unit Price During Quarter $2.12 $2.60 $2.59 $2.87
$3.63 $3.24 $2.81 $2.46 $2.05 $2.04 $2.27 $2.08 Note: Invesco, which holds 26% of the public float, sold 1mm shares in early 2021 but has not sold a material amount of shares since that time. indicates insider unitholders. Sources: Capital IQ,
Bloomberg and public filings as of 6/27/24. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 33
Unit Value at Different Adjusted EBITDA Multiples Dollars in millions,
except per unit values Illustrative EV/2024E Adjusted EBITDA 5.00x 5.03x 5.10x 5.20x 5.30x 5.40x 5.50x 5.60x 5.70x 5.80x 5.90x 6.00x Implied Enterprise Value $576.4 $580.0 $588.0 $599.5 $611.0 $622.5 $634.1 $645.6 $657.1 $668.7 $680.2 $691.7 Debt as
of 5/31/24 [1] (458.8) (458.8) (458.8) (458.8) (458.8) (458.8) (458.8) (458.8) (458.8) (458.8) (458.8) (458.8) Cash as of 5/31/24 [1] 0.2 0.2 0.2 0.2 0.2 0.2 0.2 0.2 0.2 0.2 0.2 0.2 Implied Market Value of Equity $117.8 $121.4 $129.4 $140.9 $152.4
$163.9 $175.5 $187.0 $198.5 $210.1 $221.6 $233.1 Common and General Partner Units Outstanding [1] [2] 39.8 39.8 39.8 39.8 39.8 39.8 39.8 39.8 39.8 39.8 39.8 39.8 Implied Unit Value $2.96 $3.05 $3.25 $3.54 $3.83 $4.12 $4.41 $4.70 $4.99 $5.28 $5.57
$5.86 Ref. Unit Price Implied Premium to Unaffected Unit Price [3] $3.00 -1.3% 1.7% 8.3% 18.0% 27.7% 37.3% 47.0% 56.6% 66.3% 75.9% 85.6% 95.3% Implied Premium to Current Unit Price [4] $3.25 -8.9% -6.2% 0.0% 8.9% 17.8% 26.8% 35.7% 44.6% 53.5% 62.4%
71.3% 80.2% Implied Unaffected 15 Day VWAP [3][5] $2.95 0.3% 3.3% 10.1% 19.9% 29.7% 39.5% 49.3% 59.2% 69.0% 78.8% 88.6% 98.4% Implied Unaffected 30 Day VWAP [3][5] $2.85 4.1% 7.2% 14.2% 24.4% 34.6% 44.8% 55.0% 65.2% 75.3% 85.5% 95.7% 105.9% 52 Week
High [4][5] $3.42 -13.4% -10.8% -5.0% 3.5% 12.0% 20.5% 28.9% 37.4% 45.9% 54.3% 62.8% 71.3% 52 Week Low [4][5] $1.98 49.5% 54.0% 64.2% 78.8% 93.4% 108.1% 122.7% 137.3% 152.0% 166.6% 181.2% 195.8% Shown for illustrative purposes only. Does not
represent an indication of valuation of the units. Note: denotes Offer related metrics. 1. Per Company management 2. 0.8 million General Partner units implied based on 2.0% general partner interest. 3. As of 5/23/24. 4. As of 6/27/24. 5. Per Capital
IQ. Source: Company management and Capital IQ. Adjusted EBITDA refers to Earnings before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW
34
APPENDIX Public Market Observations 05 04 CONFIDENTIAL –
PRELIMINARY – SUBJECT TO FURTHER REVIEW
Public Market Trading Overview (units outstanding and dollars in
millions, except per unit values and where otherwise noted) Public Market Enterprise Value Derivation Selected Market Information as of June 27, 2024 Closing Unit Price June 27, 2024 [1] $3.25 1-Month Average [6] $3.26 Common and General Partner
Units Outstanding [2] [3] 39.8 3-Month Average [6] $2.93 Dilutive Units [2] [4] 0.0 6-Month Average [6] $2.68 Fully Diluted Units 39.8 52-Week High as of 6/21/24 [6] $3.42 Market Value of Equity $129.3 52-Week Low as of 7/21/23 [6] $1.98 Debt [2]
[5] 450.0 Total Cash [2] (0.1) 90-Day Average Daily Trading Volume (in millions) [6] 0.1 % of Total Units Outstanding 0.3% Public Market Enterprise Value $579.3 90-Day Average Daily Trading Value (in millions) [6] $0.3 % of Market Value of Equity
0.3% Number of Analysts Covering the Company [7] 2 Total Public Float [8] [9] 28.2 % of Total Units Outstanding 70.9% Implied Multiples LTM (3/31/24) [8] [10] CY 2024E [11] CY 2025E [11] CY 2025E [11] Enterprise Value / Adjusted EBITDA 4.9x 5.0x
4.9x #VALUE! 1. As of 6/27/24. 2. Per Company's Form 10-Q for the period ended 3/31/24. 3. 0.8 million General Partners Units implied based on 2% partnership interest. 4. Excludes ~0.1 non-vested restricted units as of 3/31/24. 5. Reflects total
principal amount, gross of unamortized debt insurance costs. 6. Per Capital IQ. 7. Per Bloomberg. 8. Per public filings. 9. Represents common units outstanding. Does not reflect unit acquisitions or disposals not publicly disclosed as of 6/27/24.
10. Reflects Adjusted EBITDA as reported by Company management. 11. Reflects consensus analyst estimates per Capital IQ. Adjusted EBITDA refers to Earnings before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring
items. CY refers to Calendar Year. E refers to Estimated. LTM refers to the most recently completed 12-month period for which financial information has been made public. Sources: Public filings, Capital IQ and Bloomberg. CONFIDENTIAL –
PRELIMINARY – SUBJECT TO FURTHER REVIEW 36
Timeline and Unit Trading History Closing Unit Price ($) Daily Volume
(millions) $7.00 1.6 Current Unit Price [1]: $3.25 E 1.4 $6.00 J F G 1.2 $5.00 I H B 1.0 C D K L M N O P Q A $4.00 0.8 $3.00 0.6 $2.00 0.4 $1.00 0.2 $0.00 0.0 6/27/21 9/27/21 12/27/21 3/27/22 6/27/22 9/27/22 12/27/22 3/27/23 6/27/23 9/27/23 12/27/23
3/27/24 6/27/24 Daily Trading Volume Company Current Unit Price [1] Selected Events Event Date Comment Event Date Comment Q2-21 Earnings: Quarterly revenue and Adj. EBITDA of $184.3 mm (31% YoY) and $22.5 mm (-6% A 7/22/21 The Company announced
certain debt refinancing-related events, including (i) a cash tender offer for YoY). its 10.0% senior secured 1.5 lien notes due 2024 and 11.5% senior secured second lien notes due J 1/30/23 Q3-21 Earnings: Quarterly revenue and Adj. EBITDA of
$211.3 mm (38% YoY) and $21.5 mm (-5% 2025, (ii) a proposed offering of $400 mm in principal amount 11.5% senior secured second lien B 10/20/21 YoY). notes due 2028 and (iii) certain amendments to its revolving credit facility. MRMC and Ruben S.
Martin III acquired the remaining 49% voting interest in Martin Midstream Q4-22 Earnings: Quarterly revenue and Adj. EBITDA of $243.4 mm (-15% YoY) and $17.8 mm (-55% C 11/29/21 GP LLC ( GP ) from Alinda Capital Partners through Senterfitt Holdings
Inc., bringing MRMC and (3) K 2/15/23 YoY). Annual revenue and Adj. EBITDA of $1,018.9 mm (15% YoY) and $114.9 mm (0% YoY). Ruben S. Martin III's voting and economic ownership in the GP to 100%. (2) Company releases FY 23 Adj. EBITDA guidance of
$115.3. Q4-21 Earnings: Quarterly revenue and Adj. EBITDA of $285.9 mm (59% YoY) and $39.7 mm D 2/16/22 (128% YoY). Annual revenue and Adj. EBITDA of $882.4 mm (31% YoY) and $114.5 mm (21% (2) Q1-23 Earnings: Quarterly revenue and Adj. EBITDA of
$244.5 mm (-12% YoY) and $30.6 mm (-11% L 4/19/23 YoY). Company releases FY 22 Adj. EBITDA guidance of $100 mm to $110 mm. YoY). Q1-22 Earnings: Quarterly revenue and Adj. EBITDA of $279.2 mm (39% YoY) and $40.0 mm (29% (2) Q2-23 Earnings: Quarterly
revenue and Adj. EBITDA of $195.6 mm (-27% YoY) and $31.8 mm (-18% E 4/20/22 YoY). The Company increased FY 22 Adj. EBITDA guidance to $110 mm to $120 mm from $100 M 7/19/23 YoY). mm to $110 mm previously. (2) The Company filed a prospectus related
to a shelf registration of (i) common units representing Q3-23 Earnings: Quarterly revenue and Adj. EBITDA of $176.7 mm (-23% YoY) and $26.2 mm (28% N 10/18/23 F 6/8/22 LP interests in Company and (ii) debt securities of the Company and Martin
Midstream Finance YoY). Corp. (2) Q4-23 Earnings: Quarterly revenue and Adj. EBITDA of $181.1 mm (-26% YoY) and $29.2 mm (2% Q2-22 Earnings: Quarterly revenue and Adj. EBITDA of $267.0 mm (45% YoY) and $38.3 mm (70% (2) O 2/14/24 YoY). Annual
revenue and Adj. EBITDA of $798.0 mm (-22% YoY) and $117.7 mm (-4% YoY). G 7/20/22 YoY). The Company increased FY 22 Adj. EBITDA guidance to $126 mm to $135 mm from $110 (2) Company releases FY 24 Adj. EBITDA guidance of $116.1 mm. mm to $120 mm
previously. (2) Q3-22 Earnings: Quarterly revenue and Adj. EBITDA of $229.3 mm (9% YoY) and $18.8 mm (-12% Q1-24 Earnings: Quarterly revenue and Adj. EBITDA of $180.8 mm (-26% YoY) and $30.4 mm (-1% H 11/2/22 P 4/17/24 YoY). YoY). The Company
announced its intention to exit the butane optimization business during Q2-23, The Company announced receipt of a proposal from Martin Resource Management Corporation to which Company management estimated to have contributed ($10.7) mm in Adj.
EBITDA in Q4- I 1/25/23 Q 5/24/24 acquire all the outstanding Common Units not already owned by Martin Resource Management 22. Company released preliminary estimated Q4-22 Adj. EBITDA of between $17.0 mm and $19.0 Corporation at a cash purchase
price of $3.05 per Common Unit. mm. 1. Represents closing unit price on 6/27/24. 2. Represents Adj. EBITDA after giving effect to the exit of the butane optimization business as reported by Company. 3. The decline in Adj. EBITDA is primarily
attributed to the butane optimization and sulfur businesses. GP refers to general partner. LP refers to Limited Partnership. Q refers to Quarter. YoY refers to year-over-year. Sources: Capital IQ and public filings. CONFIDENTIAL – PRELIMINARY
– SUBJECT TO FURTHER REVIEW 37
Selected Float and Trading Data 1 Average Daily Volume / Common Units or
Shares Outstanding 2.5% 1.6% 1.0% 0.9% Median: 0.7% 0.7% 0.7% 0.6% Median: 0.5% 0.3% 0.3% 0.3% 0.2% 0.2% 0.2% 0.2% Company ASC TNP NMM GEL NGL AE OIS WKC RES RNGR SPH DKL MTL 1 2 Average Daily Volume / Public Float 2.7% 1.9% 1.8% 1.3% Median: 1.0%
1.0% 1.0% 1.0% 0.9% Median: 0.7% 0.4% 0.4% 0.3% 0.3% 0.2% 0.2% Company ASC TNP NMM GEL NGL AE OIS RES RNGR WKC DKL SPH MTL Tier 1 Tier 2 1. Based on 90-day average trading volume as of 6/27/24. 2. Company float excludes units held by Ruben S. Martin
III, C. Scott Massey, Robert D. Bondurant and other insiders. AE refers to Adams Resources & Energy, Inc., ASC refers to Ardmore Shipping Corporation, DKL Delek Logistics Partners, LP, GEL refers to Genesis Energy, L.P., MTL Mullen Group Ltd.,
NMM refers to Navios Maritime Partners L.P., NGL refers to NGL Energy Partners LP, OIS refers to Oil States International, Inc., RNGR refers to Ranger Energy Services, Inc., RES refers to RPC, Inc., SPH refers to Suburban Propane Partners, L.P., TNP
refers to Tsakos Energy Navigation Limited, and WKC refers to World Kinect Corporation. Source: Capital IQ as of 6/27/24. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 38
Selected Float and Trading Data 1 Public Float / Common Units or Shares
Outstanding 96.9% Median: 93.5% 96.3% 94.7% 93.5% 92.8% 90.1% Median: 85.9% 87.0% 84.8% 73.7% 70.9% 63.4% 58.5% 38.0% 26.4% Company NGL AE GEL ASC TNP NMM WKC SPH OIS MTL RNGR RES DKL 2 Average Daily Traded Value (dollars in millions) $13.9 $13.8
$10.7 $8.4 $7.8 Median: $6.5 $5.8 $5.2 Median: $4.1 $4.1 $3.6 $2.5 $1.8 $1.3 $0.3 $0.1 Company ASC TNP NMM GEL NGL AE WKC RES OIS DKL SPH MTL RNGR Tier 1 Tier 2 1. Company float excludes units held by Ruben S. Martin III, C. Scott Massey, Robert D.
Bondurant and other insiders. 2. Based on 90-day average trading volume as of 6/27/24. AE refers to Adams Resources & Energy, Inc., ASC refers to Ardmore Shipping Corporation, DKL Delek Logistics Partners, LP, GEL refers to Genesis Energy, L.P.,
MTL Mullen Group Ltd., NMM refers to Navios Maritime Partners L.P., NGL refers to NGL Energy Partners LP, OIS refers to Oil States International, Inc., RNGR refers to Ranger Energy Services, Inc., RES refers to RPC, Inc., SPH refers to Suburban
Propane Partners, L.P., TNP refers to Tsakos Energy Navigation Limited, and WKC refers to World Kinect Corporation. Source: Capital IQ as of 6/27/24. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 39
Common Units Ownership Summary (units in millions) Holder Units %
Outstanding Martin Resource Management Corporation 6.1 [1] 15.7% Ruben S. Martin III (Chairman of the Board of Directors of Martin Midstream GP LLC) 3.9 10.0% Other Current / Former Directors and Executive Officers 0.8 2.0% Total Insiders 10.8 27.7%
Invesco Ltd. 7.2 18.5% Goldman Sachs Group, Investment Banking and Securities Investments 1.8 4.5% Barclays PLC Private Banking & Investment Banking Investment 1.5 3.8% Harvest Fund Advisors LLC 1.1 2.7% JPMorgan Chase & Co, Brokerage and
Securities Investments 0.7 1.8% Raymond James Financial Inc., Asset Management Arm 0.5 1.4% Other 15.4 39.6% Total 39.0 [1] [2] 100.0% Martin Resource Management Corporation: 15.7% Ruben S. Martin III (Chairman of the Board of Directors of Martin
Midstream GP LLC): 10.0% Invesco Ltd.: 18.5% Goldman Sachs Group, Investment Banking and Securities Investments: 4.5% Barclays PLC Private Banking & Investment Banking Investment: 3.8% 39.0 million Harvest Fund Advisors LLC: 2.7% units [1] [2]
JPMorgan Chase & Co, Brokerage and Securities Investments: 1.8% Raymond James Financial Inc., Asset Management Arm: 1.4% Other Current / Former Directors and Executive Officers: 2.0% Other: 39.6% Note: Ownership represents data as of 6/27/24. 1.
Excludes General Partner Units. 2. Reflects common units outstanding per Form 10-Q as of 4/23/24. Sources: Capital IQ and public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 40
Selected Wall Street Analyst Commentary (unit prices in actuals) Date of
Report & Analyst Comments Recommendation “We suspect investors are jockeying for a boost to the initial offer of $3.05 per unit before the deal closes given the stock has closed above this price since the announcement.” 6/27/24
Sidoti & “Recently, MMLP incurred what we consider to be two minor environmental incidents. On May 15, multiple media sources reported that a barge owned by MMLP collided with the Pelican Island Bridge near Galveston, Company (Risk:
Moderate/ $3.00) TX. Earlier this week, MMLP reported a crude oil pipeline spill of approximately 2,000 barrels near the Smackover refinery in Arkansas. While these issues are unfortunate, we do not see either, or both collectively, having a
meaningful effect on MMLP.” “MMLP has historically traded at a discount to peers, given its capital structure, elevated leverage, and minimal growth; we believe the offer reflects that discount. In our view, the parent company is the
natural acquirer and we do not foresee a competing offer from another company, considering the nature of 5/28/24 Sidoti & MMLP’s business and assets.” Company (Risk: Moderate/ $3.00) “MMLP units are up 14% in the last month and
30% year-to-date. In our view, the strong performance likely reflects balance sheet improvement and potential for additional shareholder returns, as did our prior price target.” “Given MRMC is the logical buyer, we would not anticipate
any other bidders to come into play and would not expect a material change to the buyout offer. That said, given MMLP's investment in the DSM Semichem JV 5/24/24 Stifel and longer-term prospects associated with the JV, we believe this could drive
incremental value for MMLP (Hold / $3.00) unitholders. Overall, given MMLP's core assets were not mainstream midstream assets, and it was a micro-cap company, we believe the assets fit best in private hands.” “Our $4 price target is
based on 4x our revised 2025 FCF per share estimate of $0.90 (from $0.92). MMLP 4/22/24 Sidoti & shares trade at a discount to other small-cap energy companies. We contend the valuation gap fails to Company (Risk: Moderate/ $4.00) reflect the
repositioning of the company.” “MMLP… not[ed] upside potential for additional customers to utilize the ELSA produced by the JV. [While] potential upside does exist due to the reshoring trend and chip production expansion in the US,
we view it as a longer-term opportunity. At this time, we are maintaining our Hold rating and our $3.00 target 4/18/24 Stifel price.” (Hold / $3.00) “MMLP is trading at 4.8x EV/LP EBITDA. Our 5.0x target multiple applied against our LP
EBITDA estimate results in a $3.00 target price.” Source: Wall Street Research. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 41 Prior to Offer Subsequent to Offer
APPENDIX Weighted Average Cost of Capital 06 04 CONFIDENTIAL –
PRELIMINARY – SUBJECT TO FURTHER REVIEW
Preliminary Weighted Average Cost of Calculation Total Debt to Dd to Dnd
to Total Debt to Dd to Equity Dnd to Equity Pfd. Stock to Equity Market Pfd. Stock to Total Cap Total Cap Total Cap Equity Market Market Value Market Value Total Cap Value to Total Equity Market Tier 1 [1] [2] [1] [3] [1] [4] Value [2] [5] [3] [5]
[4] [5] [1] [6] Cap [1] [5] Value [5] [6] Adams Resources & Energy, Inc. 36.6% 8.1% 28.5% 57.8% 12.8% 45.0% 0.0% 63.4% 0.0% Ardmore Shipping Corporation 6.2% 6.2% 0.0% 6.9% 6.9% 0.0% 3.5% 90.3% 3.9% Genesis Energy, L.P. 60.2% 26.6% 33.6% 223.3%
98.6% 124.7% 12.8% 27.0% 47.4% Navios Maritime Partners L.P. 55.3% 55.3% 0.0% 123.5% 123.5% 0.0% 0.0% 44.7% 0.0% NGL Energy Partners LP 64.6% 23.7% 40.9% 431.6% 158.1% 273.4% 20.4% 15.0% 136.2% Tsakos Energy Navigation Limited 65.3% 51.4% 14.0%
191.1% 150.2% 40.9% 0.5% 34.2% 1.3% Median 57.7% 25.1% 21.2% 157.3% 111.1% 42.9% 2.0% 39.5% 2.6% Mean 48.1% 28.5% 19.5% 172.4% 91.7% 80.6% 6.2% 45.8% 31.4% Tier 2 Delek Logistics Partners, LP 45.9% 30.3% 15.6% 84.8% 55.9% 28.9% 0.0% 54.1% 0.0%
Mullen Group Ltd. 37.5% 37.5% 0.0% 59.9% 59.9% 0.0% 0.0% 62.5% 0.0% Oil States International, Inc. 32.1% 27.9% 4.2% 47.3% 41.1% 6.2% 0.0% 67.9% 0.0% Ranger Energy Services, Inc. 4.4% 4.4% 0.0% 4.7% 4.7% 0.0% 0.0% 95.6% 0.0% RPC, Inc. 0.1% 0.1% 0.0%
0.1% 0.1% 0.0% 0.0% 99.9% 0.0% Suburban Propane Partners, L.P. 49.8% 42.2% 7.6% 99.4% 84.1% 15.2% 0.0% 50.2% 0.0% World Kinect Corporation 36.2% 36.2% 0.0% 56.7% 56.7% 0.0% 0.0% 63.8% 0.0% Median 36.2% 30.3% 0.0% 56.7% 55.9% 0.0% 0.0% 63.8% 0.0%
Mean 29.4% 25.5% 3.9% 50.4% 43.2% 7.2% 0.0% 70.6% 0.0% All Selected Companies Median 37.5% 27.9% 4.2% 59.9% 56.7% 6.2% 0.0% 62.5% 0.0% Mean 38.0% 26.9% 11.1% 106.7% 65.6% 41.1% 2.9% 59.1% 14.5% Company | Excluding Corporate Taxes [7] [8] 79.3% 43.2%
36.1% 384.0% 209.3% 174.7% 0.0% 20.7% 0.0% Company | Including Corporate Taxes [7] [9] 79.3% 43.2% 36.1% 384.0% 209.3% 174.7% 0.0% 20.7% 0.0% Note: No company used in this calculation for comparative purposes is identical to Company. 1. Total Cap
refers to total capitalization, which equals Equity Market Value + Total Debt + Pfd. Stock. 2. Total Debt refers to total debt amount based on most recent public filings as of 6/27/24. 3. Dd refers to Implied Tax-Deductible Debt, which equals the
lesser of (a) 30% of Adjusted Taxable Income/Cost of Debt, or (b) Total Debt. LTM Adjusted EBIT, based on most recent public filings as of 6/27/24, is assumed to be a valid proxy for Adjusted Taxable Income for the selected companies. 4. Dnd refers
to Implied Non-Tax-Deductible Debt, which equals Total Debt minus Dd. 5. Equity Market Value based on closing price on 6/27/24 and on diluted shares as of 6/27/24. 6. Pfd. Stock refers to preferred stock, which is the amount as stated in most recent
public filings as of 6/27/24. 7. Represents figures as of 5/23/24, the last full day of trading prior to the announcement of the Offer. 8. Per Company management, the Company only pays taxes for non-qualifying income associated with Martin
Transport, which does not have any associated debt. 9. Corporate tax rate of 21.0% utilized for purpose of the analysis. Sources: Bloomberg and Capital IQ. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 43
Preliminary Weighted Average Cost of Calculation (cont.) Levered
Unlevered Equity Risk Size Cost of Cost of Cost of Pfd. Tier 1 Beta [1] Beta [2] Premium [3] Premium [4] Equity [5] Debt [6] Stock [7] WACC Adams Resources & Energy, Inc. 0.88 0.57 5.75% 4.70% 14.3% 6.5% NA 11.4% Ardmore Shipping Corporation
0.84 0.76 5.75% 1.14% 10.5% 8.4% 8.5% 10.3% Genesis Energy, L.P. 1.38 0.37 5.75% 1.39% 13.8% 7.4% [8] 11.2% 9.6% Navios Maritime Partners L.P. 1.34 0.60 5.75% 1.39% 13.6% 7.1% NA 10.0% NGL Energy Partners LP 1.02 0.15 5.75% 1.14% 11.6% 8.6% 10.2%
9.4% Tsakos Energy Navigation Limited 1.09 0.37 5.75% 1.14% 12.0% 6.7% 9.4% 8.5% Median 1.06 0.47 12.8% 7.2% 9.8% 9.8% Mean 1.09 0.47 12.6% 7.4% 9.8% 9.9% Tier 2 8.2% [8] Delek Logistics Partners, LP 0.97 0.53 5.75% 1.21% 11.3% NA 9.9% Mullen Group
Ltd. 1.01 0.70 5.75% 1.14% 11.5% 3.9% NA 8.6% Oil States International, Inc. 1.64 1.11 5.75% 1.99% 15.9% 5.6% NA 12.6% Ranger Energy Services, Inc. 0.50 0.49 5.75% 1.99% 9.4% 6.1% NA 9.3% RPC, Inc. 0.74 0.74 5.75% 1.39% 10.2% 8.4% NA 10.2% Suburban
Propane Partners, L.P. 0.79 0.40 5.75% 1.39% 10.5% 5.6% NA 8.1% World Kinect Corporation 0.87 0.60 5.75% 1.39% 10.9% 5.6% NA 9.0% Median 0.87 0.60 10.9% 5.6% NA 9.3% Mean 0.93 0.65 11.4% 6.2% NA 9.7% All Selected Companies Median 0.97 0.57 11.5%
6.7% 9.8% 9.6% Mean 1.01 0.57 12.0% 6.8% 9.8% 9.8% Company | Excluding Corporate Taxes [9] [10] 0.73 0.15 5.75% 4.70% 13.6% 8.4% [8] NA 9.5% Company | Including Corporate Taxes [9] [11] 0.73 0.17 5.75% 4.70% 13.6% 8.4% [8] NA 8.7% Note: No company
used in this calculation for comparative purposes is identical to Company. 1. Based on actual levered beta per Bloomberg 5-year weekly as of 6/27/24. 2. Unlevered Beta = Levered Beta/(1 + ((1 – tax rate) * Dd to Equity Market Value) + (Dnd to
Equity Market Value) + (Pfd. Stock to Equity Market Value)). 3. Based on review of studies measuring the historical returns between stocks and bonds, theoretical models such as supply-side and demand-side models and other materials. 4. Kroll Cost of
Capital Navigator ( Navigator ). 5. Cost of Equity = Risk-Free Rate of Return + (Levered Beta * Equity Risk Premium) + Size Premium. Risk-Free Rate of Return as of 6/27/24, based on 20-year U.S. Treasury Bond Yield. 6. Based on selected company
weighted average interest rate per most recent public filings as of 6/27/24. 7. Based on selected company weighted average preferred dividend per most recent public filings 6/27/24. 8. Cost of debt incorporated market based yield for certain
securities. 9. Represents figures as of 5/23/24, the last full day of trading prior to the announcement of the Offer. 10. Per Company management, the Company only pays taxes for non-qualifying income associated with Martin Transport, which does not
have any associated debt. 11. Corporate tax rate of 21.0% utilized for purpose of the analysis. NA refers to not available. Sources: Bloomberg and Capital IQ. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 44
Preliminary Weighted Average Cost of Calculation (cont.) Excluding
Corporate Taxes (dollars in millions) Market Capital Structure Cost of Equity for Assumptions Assumptions Computed WACC Risk-Free Rate of Return [1] 4.53% Company Adjusted Taxable Income [5] $119.9 Selected Unlevered Beta [11] 0.57 Equity Risk
Premium [2] 5.75% Company Total Debt [6] $458.5 Computed Levered Beta [12] 0.91 Size Premium [3] 4.70% Company Dd [7] $458.5 Cost of Equity [13] 14.4% Tax Rate [4] 0.00% Company Dnd [8] $0.0 Total Debt to Total Capitalization [9] 37.5% Dd to Total
Capitalization [10] 37.5% Dnd to Total Capitalization [10] 0.0% Total Debt to Equity Market Value 59.9% Dd to Equity Market Value [10] 59.9% Dnd to Equity Market Value [10] 0.0% Preferred Stock to Total Capitalization [9] 0.0% Equity Market Value to
Total Capitalization [9] 62.5% Preferred Stock to Equity Market Value 0.0% Cost of Debt [9] 6.7% Cost of Preferred Stock [9] 0.0% Computed Weighted Average Cost of Capital 11.5% Selected Weighted Average Cost of Capital Range - Excluding Corporate
Taxes 10.25% -- 12.25% Note: Calculated weighted average cost of capital supports a discount rate range of 10.5% to 12.5%, which would have the impact of decreasing the discounted cash flow per unit reference range by $0.11 to $0.14. 1. Risk-Free
Rate of Return as of 6/27/24, based on 20-year U.S. Treasury Bond Yield. 2. Based on a review of studies measuring the historical returns between stocks and bonds, theoretical models such as supply side and demand side models and other materials. 3.
Navigator. 4. Per Company management, the Company only pays taxes for non-qualifying income associated with Martin Transport, which does not have any associated debt. 5. Company LTM Adjusted EBITDA is assumed to be a valid proxy for Company Adjusted
Taxable Income. 6. Company Total Debt refers to total debt amount of Company as of 5/31/24. 7. Company Dd refers to Implied Tax-Deductible Debt of Company, which equals the lesser of (a) 30% of Company Adjusted Taxable Income/Cost of Debt, or (b)
Company Total Debt. Based on Capital Structure Assumptions. 8. Company Dnd refers to Implied Non-Tax-Deductible Debt of Company, which equals Company Total Debt minus Company Dd. 9. Based on review of corresponding metrics of selected companies
listed on pages 43-44. 10. Based on Company's Dd and Dnd and the Capital Structure Assumptions regarding Total Debt to Total Capitalization and Equity Market Value to Total Capitalization. 11. Based on review of selected companies’ unlevered
betas listed on Weighted Average Cost of Capital Calculation page. 12. Computed Levered Beta = Selected Unlevered Beta * (1 + ((1 – Tax Rate) * Dd to Equity Market Value) + (Dnd to Equity Market Value) + (Preferred Stock to Equity Market
Value)). Based on Market and Capital Structure Assumptions. 13. Cost of Equity = Risk-Free Rate of Return + (Computed Levered Beta * Equity Risk Premium) + Size Premium. Based on Market Assumptions. Sources: Bloomberg and Capital IQ. CONFIDENTIAL
– PRELIMINARY – SUBJECT TO FURTHER REVIEW 45
Preliminary Weighted Average Cost of Calculation (cont.) Including
Corporate Taxes (dollars in millions) Market Capital Structure Cost of Equity for Assumptions Assumptions Computed WACC Risk-Free Rate of Return [1] 4.53% Company Adjusted Taxable Income [5] $119.9 Selected Unlevered Beta [11] 0.57 Equity Risk
Premium [2] 5.75% Company Total Debt [6] $458.5 Computed Levered Beta [12] 0.84 Size Premium [3] 4.70% Company Dd [7] $458.5 Cost of Equity [13] 14.0% Tax Rate [4] 21.00% Company Dnd [8] $0.0 Total Debt to Total Capitalization [9] 37.5% Dd to Total
Capitalization [10] 37.5% Dnd to Total Capitalization [10] 0.0% Total Debt to Equity Market Value 59.9% Dd to Equity Market Value [10] 59.9% Dnd to Equity Market Value [10] 0.0% Preferred Stock to Total Capitalization [9] 0.0% Equity Market Value to
Total Capitalization [9] 62.5% Preferred Stock to Equity Market Value 0.0% Cost of Debt [9] 6.7% Cost of Preferred Stock [9] 0.0% Computed Weighted Average Cost of Capital 10.8% Selected Weighted Average Cost of Capital Range - Including Corporate
Taxes 9.50% -- 11.50% Note: Calculated weighted average cost of capital supports a discount rate range of 9.75% to 11.75%, which would have the impact of decreasing the discounted cash flow per unit reference range by $0.11 to $0.14. 1. Risk-Free
Rate of Return as of 6/27/24, based on 20-year U.S. Treasury Bond Yield. 2. Based on a review of studies measuring the historical returns between stocks and bonds, theoretical models such as supply side and demand side models and other materials. 3.
Navigator. 4. Corporate tax rate of 21.0% utilized for purpose of the analysis. 5. Company LTM Adjusted EBITDA is assumed to be a valid proxy for Company Adjusted Taxable Income. 6. Company Total Debt refers to total debt amount of Company as of
5/31/24. 7. Company Dd refers to Implied Tax-Deductible Debt of Company, which equals the lesser of (a) 30% of Company Adjusted Taxable Income/Cost of Debt, or (b) Company Total Debt. Based on Capital Structure Assumptions. 8. Company Dnd refers to
Implied Non-Tax-Deductible Debt of Company, which equals Company Total Debt minus Company Dd. 9. Based on review of corresponding metrics of selected companies listed on pages 43-44. 10. Based on Company's Dd and Dnd and the Capital Structure
Assumptions regarding Total Debt to Total Capitalization and Equity Market Value to Total Capitalization. 11. Based on review of selected companies’ unlevered betas listed on Weighted Average Cost of Capital Calculation page. 12. Computed
Levered Beta = Selected Unlevered Beta * (1 + ((1 – Tax Rate) * Dd to Equity Market Value) + (Dnd to Equity Market Value) + (Preferred Stock to Equity Market Value)). Based on Market and Capital Structure Assumptions. 13. Cost of Equity =
Risk-Free Rate of Return + (Computed Levered Beta * Equity Risk Premium) + Size Premium. Based on Market Assumptions. Sources: Bloomberg and Capital IQ. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 46
Preliminary Cost of Equity Calculation Excluding Corporate Taxes
(dollars in millions) Market Capital Structure Cost of Equity for Assumptions Assumptions Computed WACC Risk-Free Rate of Return [1] 4.53% Company Adjusted Taxable Income [5] $119.9 Selected Unlevered Beta [11] 0.57 Equity Risk Premium [2] 5.75%
Company Total Debt [6] $458.5 Computed Levered Beta [12] 0.91 Size Premium [3] 4.70% Company Dd [7] $458.5 Cost of Equity [13] 14.4% Tax Rate [4] 0.00% Company Dnd [8] $0.0 Total Debt to Total Capitalization [9] 37.5% Dd to Total Capitalization [10]
37.5% Dnd to Total Capitalization [10] 0.0% Total Debt to Equity Market Value 59.9% Dd to Equity Market Value [10] 59.9% Dnd to Equity Market Value [10] 0.0% Preferred Stock to Total Capitalization [9] 0.0% Equity Market Value to Total
Capitalization [9] 62.5% Computed Cost of Equity 14.4% Unlevered Beta Total Debt to Total Capitalization 0.40 0.50 0.60 0.70 30.0% 12.5% 13.3% 14.2% 15.0% 40.0% 13.1% 14.0% 15.0% 15.9% 50.0% 13.8% 15.0% 16.1% 17.3% 60.0% 15.0% 16.4% 17.9% 19.3%
70.0% 16.9% 18.8% 20.7% 22.6% 80.0% 20.7% 23.6% 26.5% 29.4% Selected Cost of Equity Range - Excluding Corporate Taxes 12.00% -- 18.00% Note: The Cost of equity range is utilized for the illustrative analysis on present value of future distributions
only. 1. Risk-Free Rate of Return as of 6/27/24, based on 20-year U.S. Treasury Bond Yield. 2. Based on a review of studies measuring the historical returns between stocks and bonds, theoretical models such as supply side and demand side models and
other materials. 3. Navigator. 4. Per Company management, the Company only pays taxes for non-qualifying income associated with Martin Transport, which does not have any associated debt. 5. Company LTM Adjusted EBITDA is assumed to be a valid proxy
for Company Adjusted Taxable Income. 6. Company Total Debt refers to total debt amount of Company as of 5/31/24. 7. Company Dd refers to Implied Tax-Deductible Debt of Company, which equals the lesser of (a) 30% of Company Adjusted Taxable
Income/Cost of Debt, or (b) Company Total Debt. Based on Capital Structure Assumptions. 8. Company Dnd refers to Implied Non-Tax-Deductible Debt of Company, which equals Company Total Debt minus Company Dd. 9. Based on review of corresponding
metrics of selected companies listed on pages 43-44. 10. Based on Company's Dd and Dnd and the Capital Structure Assumptions regarding Total Debt to Total Capitalization and Equity Market Value to Total Capitalization. 11. Based on review of
selected companies’ unlevered betas listed on Weighted Average Cost of Capital Calculation page. 12. Computed Levered Beta = Selected Unlevered Beta * (1 + ((1 – Tax Rate) * Dd to Equity Market Value) + (Dnd to Equity Market Value) +
(Preferred Stock to Equity Market Value)). Based on Market and Capital Structure Assumptions. 13. Cost of Equity = Risk-Free Rate of Return + (Computed Levered Beta * Equity Risk Premium) + Size Premium. Based on Market Assumptions. Sources:
Bloomberg and Capital IQ. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 47
Preliminary Cost of Equity Calculation (cont.) Including Corporate Taxes
(dollars in millions) Market Capital Structure Cost of Equity for Assumptions Assumptions Computed WACC Risk-Free Rate of Return [1] 4.53% Company Adjusted Taxable Income [5] $119.9 Selected Unlevered Beta [11] 0.57 Equity Risk Premium [2] 5.75%
Company Total Debt [6] $458.5 Computed Levered Beta [12] 0.84 Size Premium [3] 4.70% Company Dd [7] $458.5 Cost of Equity [13] 14.0% Tax Rate [4] 21.00% Company Dnd [8] $0.0 Total Debt to Total Capitalization [9] 37.5% Dd to Total Capitalization
[10] 37.5% Dnd to Total Capitalization [10] 0.0% Total Debt to Equity Market Value 59.9% Dd to Equity Market Value [10] 59.9% Dnd to Equity Market Value [10] 0.0% Preferred Stock to Total Capitalization [9] 0.0% Equity Market Value to Total
Capitalization [9] 62.5% Computed Cost of Equity 14.0% Unlevered Beta Total Debt to Total Capitalization 0.40 0.50 0.60 0.70 30.0% 12.3% 13.1% 13.8% 14.6% 40.0% 12.7% 13.6% 14.5% 15.4% 50.0% 13.3% 14.4% 15.4% 16.4% 60.0% 14.3% 15.5% 16.8% 18.0%
70.0% 15.8% 17.4% 19.0% 20.7% 80.0% 18.8% 21.2% 23.6% 26.0% Selected Cost of Equity Range - Including Corporate Taxes 12.00% -- 18.00% Note: The Cost of equity range is utilized for the illustrative analysis on present value of future distributions
only. 1. Risk-Free Rate of Return as of 6/27/24, based on 20-year U.S. Treasury Bond Yield. 2. Based on a review of studies measuring the historical returns between stocks and bonds, theoretical models such as supply side and demand side models and
other materials. 3. Navigator. 4. Corporate tax rate of 21.0% utilized for purpose of the analysis. 5. Company LTM Adjusted EBITDA is assumed to be a valid proxy for Company Adjusted Taxable Income. 6. Company Total Debt refers to total debt amount
of Company as of 5/31/24. 7. Company Dd refers to Implied Tax-Deductible Debt of Company, which equals the lesser of (a) 30% of Company Adjusted Taxable Income/Cost of Debt, or (b) Company Total Debt. Based on Capital Structure Assumptions. 8.
Company Dnd refers to Implied Non-Tax-Deductible Debt of Company, which equals Company Total Debt minus Company Dd. 9. Based on review of corresponding metrics of selected companies listed on pages 43-44. 10. Based on Company's Dd and Dnd and the
Capital Structure Assumptions regarding Total Debt to Total Capitalization and Equity Market Value to Total Capitalization. 11. Based on review of selected companies’ unlevered betas listed on Weighted Average Cost of Capital Calculation page.
12. Computed Levered Beta = Selected Unlevered Beta * (1 + ((1 – Tax Rate) * Dd to Equity Market Value) + (Dnd to Equity Market Value) + (Preferred Stock to Equity Market Value)). Based on Market and Capital Structure Assumptions. 13. Cost of
Equity = Risk-Free Rate of Return + (Computed Levered Beta * Equity Risk Premium) + Size Premium. Based on Market Assumptions. Sources: Bloomberg and Capital IQ. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 48
APPENDIX Preliminary Selected Benchmarking Data 06 04 CONFIDENTIAL
– PRELIMINARY – SUBJECT TO FURTHER REVIEW
Preliminary Selected Benchmarking Data LTM Adjusted EBITDA 0 0 0 0 0 0 0
0 0 0 0 0 0 0 (dollars in millions) $756.4 $740.4 $610.1 Median: $512.9 $415.8 $393.5 $385.5 $304.6 Median: $258.3 $258.3 $219.4 $153.7 $119.9 $81.9 $75.2 $29.3 Company [1] NMM GEL NGL TNP ASC AE DKL WKC RES SPH MTL OIS RNGR Enterprise Value [2] 0 0
0 0 0 0 0 0 0 0 0 0 0 0 (dollars in millions) $6,718.5 $4,390.2 $3,479.9 $3,164.5 Median: $2,680.2 $2,196.0 $2,427.5 $2,128.0 Median: $1,337.4 $1,337.4 $1,146.1 $1,015.9 $581.3 $400.0 $245.3 $82.4 Company [3] GEL NGL NMM TNP ASC AE DKL SPH WKC MTL
RES OIS RNGR Tier 1 Tier 2 Note: No company shown for comparative purposes is identical to the Company. 1. LTM Adjusted EBITDA shown proforma for the Company's exit from the Butane optimization business. 2. Based on public trading prices of common
stock as of 6/27/24, plus debt and general partner units, if any. 3. Represents figures as of 5/23/24, the last full day of trading prior to the announcement of the Offer. AE refers to Adams Resources & Energy, Inc., ASC refers to Ardmore
Shipping Corporation, DKL Delek Logistics Partners, LP, GEL refers to Genesis Energy, L.P., MTL Mullen Group Ltd., NMM refers to Navios Maritime Partners L.P., NGL refers to NGL Energy Partners LP, OIS refers to Oil States International, Inc., RNGR
refers to Ranger Energy Services, Inc., RES refers to RPC, Inc., SPH refers to Suburban Propane Partners, L.P., TNP refers to Tsakos Energy Navigation Limited, and WKC refers to World Kinect Corporation. Adjusted EBITDA refers to Earnings Before
Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items; LTM refers to Latest 12 Months. Sources: Bloomberg, Capital IQ, Company management and public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT TO
FURTHER REVIEW 50
Preliminary Selected Benchmarking Data (cont.) LTM Net Debt to Adjusted
EBITDA Median: 2.6x 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Median: 1.5x 5.1x 4.7x 4.6x 4.0x 3.8x 3.2x 2.1x 2.3x 1.5x 1.4x 0.2x 0.1x 0.0x -0.7x Company [1] ASC AE NMM TNP NGL GEL RES RNGR OIS WKC MTL DKL SPH CY 2023 Distribution (Dividend) Yield [2] 0 0 0 0 0 0
0 0 0 0 0 0 0 0 6.9% 5.5% 5.1% 4.3% 3.4% Median: 2.3% Median: 2.1% 2.6% 2.3% 2.2% 1.9% 0.9% 0.7% 0.4% 0.0% 0.0% Company [3] ASC GEL TNP AE NMM NGL SPH MTL RES DKL WKC RNGR OIS Tier 1 Tier 2 Note: No company shown for comparative purposes is
identical to the Company. 1. LTM Adjusted EBITDA shown proforma for the Company's exit from the Butane optimization business. 2. Based on public trading prices of common stock as of 6/27/24. 3. Represents figures as of 5/23/24, the last full day of
trading prior to the announcement of the Offer. AE refers to Adams Resources & Energy, Inc., ASC refers to Ardmore Shipping Corporation, DKL Delek Logistics Partners, LP, GEL refers to Genesis Energy, L.P., MTL Mullen Group Ltd., NMM refers to
Navios Maritime Partners L.P., NGL refers to NGL Energy Partners LP, OIS refers to Oil States International, Inc., RNGR refers to Ranger Energy Services, Inc., RES refers to RPC, Inc., SPH refers to Suburban Propane Partners, L.P., TNP refers to
Tsakos Energy Navigation Limited, and WKC refers to World Kinect Corporation. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items; CY refers to Calendar Year; LTM refers
to Latest 12 Months. Sources: Bloomberg, Capital IQ, Company management and public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 51
Preliminary Selected Benchmarking Data (cont.) Projected CY 2023 to CY
2024E Distribution (Dividend) Growth 0 0 0 0 0 0 0 0 0 0 0 0 0 0 19.1% 16.5% 11.3% Median: 5.7% Median: 0.6% 1.1% 0.0% 0.0% 0.0% NA NA 0.0% 0.0% NA NA NMF Company TNP ASC GEL NMM AE NGL WKC MTL RES SPH OIS RNGR DKL Projected CY 2024E to CY 2025E
Distribution (Dividend) Growth 0 0 0 0 0 0 0 0 0 0 0 0 0 0 6.4% 5.8% 3.8% Median: 2.7% 2.7% Median: 0.7% 1.3% NA NA 0.0% 0.0% 0.0% 0.0% NA NA -5.6% Company GEL ASC NMM TNP AE NGL WKC DKL MTL RES SPH OIS RNGR Tier 1 Tier 2 Note: No company shown for
comparative purposes is identical to the Company. AE refers to Adams Resources & Energy, Inc., ASC refers to Ardmore Shipping Corporation, DKL Delek Logistics Partners, LP, GEL refers to Genesis Energy, L.P., MTL Mullen Group Ltd., NMM refers to
Navios Maritime Partners L.P., NGL refers to NGL Energy Partners LP, OIS refers to Oil States International, Inc., RNGR refers to Ranger Energy Services, Inc., RES refers to RPC, Inc., SPH refers to Suburban Propane Partners, L.P., TNP refers to
Tsakos Energy Navigation Limited, and WKC refers to World Kinect Corporation. CY refers to Calendar Year. E refers to Estimated. NA refers to Not Available. NMF refers to not meaningful figure. Sources: Bloomberg, Capital IQ, Company management and
public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 52
Preliminary Selected Benchmarking Data (cont.) Projected CY 2023 to CY
2024E Adjusted EBITDA Growth 0 0 0 0 0 0 0 0 0 0 0 0 0 0 22.8% 13.8% 11.1% 9.5% Median: 6.1% 8.5% 2.7% Median: -0.4% 1.0% -0.4% -1.9% -2.4% -6.1% -7.8% -20.5% -23.5% Company [1] ASC TNP NMM NGL AE [2] GEL SPH DKL MTL WKC OIS RNGR RES Projected CY
2024E to CY 2025E Adjusted EBITDA Growth 0 0 0 0 0 0 0 0 0 0 0 0 0 0 30.4% 27.7% Median: 12.3% 18.9% 17.7% Median: 6.0% 12.3% 9.8% 6.5% 8.6% 6.5% 5.5% 4.9% 4.0% 3.7% -20.7% Company GEL NGL AE [2] NMM TNP ASC RNGR RES OIS WKC MTL SPH DKL Tier 1 Tier
2 Note: No company shown for comparative purposes is identical to the Company. 1. CY 2023 Adjusted EBITDA shown proforma for the Company's exit from the Butane optimization business. 2. Represents Adjusted EBITDA estimates per Capital IQ. AE refers
to Adams Resources & Energy, Inc., ASC refers to Ardmore Shipping Corporation, DKL Delek Logistics Partners, LP, GEL refers to Genesis Energy, L.P., MTL Mullen Group Ltd., NMM refers to Navios Maritime Partners L.P., NGL refers to NGL Energy
Partners LP, OIS refers to Oil States International, Inc., RNGR refers to Ranger Energy Services, Inc., RES refers to RPC, Inc., SPH refers to Suburban Propane Partners, L.P., TNP refers to Tsakos Energy Navigation Limited, and WKC refers to World
Kinect Corporation. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items; CY refers to Calendar Year; E refers to Estimated. Sources: Bloomberg, Capital IQ, Company
management and public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 53
Preliminary Selected Benchmarking Data (cont.) Projected CY 2025E to CY
2026E Adjusted EBITDA Growth 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Median: 3.8% 9.7% 8.6% 8.8% Median: 0.4% 4.1% 3.5% NA NA 2.7% NA NA NA -0.1% -7.8% -22.5% Company TNP GEL NMM ASC NGL AE WKC MTL SPH DKL RES RNGR OIS CY 2023 Adjusted EBITDA to CY 2023 Revenue
0 0 0 0 0 0 0 0 0 0 0 0 0 0 57.2% 52.9% 40.3% Median: 32.0% 37.7% Median: 15.7% 23.1% 23.8% 18.6% 15.7% 14.1% 11.2% 13.3% 8.5% 1.0% 0.8% Company [1] NMM TNP ASC GEL NGL AE DKL RES SPH MTL RNGR OIS WKC Tier 1 Tier 2 Note: No company shown for
comparative purposes is identical to the Company. 1. CY 2023 Adjusted EBITDA shown proforma for the Company's exit from the Butane optimization business. AE refers to Adams Resources & Energy, Inc., ASC refers to Ardmore Shipping Corporation,
DKL Delek Logistics Partners, LP, GEL refers to Genesis Energy, L.P., MTL Mullen Group Ltd., NMM refers to Navios Maritime Partners L.P., NGL refers to NGL Energy Partners LP, OIS refers to Oil States International, Inc., RNGR refers to Ranger
Energy Services, Inc., RES refers to RPC, Inc., SPH refers to Suburban Propane Partners, L.P., TNP refers to Tsakos Energy Navigation Limited, and WKC refers to World Kinect Corporation. Adjusted EBITDA refers to Earnings Before Interest, Taxes,
Depreciation and Amortization, adjusted for certain non-recurring items; CY refers to Calendar Year; E refers to Estimated. Sources: Bloomberg, Capital IQ, Company management and public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT TO
FURTHER REVIEW 54
Preliminary Selected Benchmarking Data (cont.) CY 2024E Adjusted EBITDA
to CY 2024E Revenue 0 0 0 0 0 0 0 0 0 0 0 0 0 0 66.0% 64.8% 61.5% Median: 42.4% 40.2% 28.6% Median: 15.7% 23.3% 17.8% 15.7% 15.0% 11.4% 11.5% 9.6% 1.0% 0.8% Company TNP ASC NMM GEL NGL AE [1] DKL SPH RES MTL OIS RNGR WKC CY 2025E Adjusted EBITDA to
CY 2025E Revenue 0 0 0 0 0 0 0 0 0 0 0 0 0 0 67.1% 62.2% 60.9% Median: 44.2% 40.8% 34.5% Median: 16.3% 27.5% 21.2% 13.9% 16.3% 12.3% 15.1% 10.4% 1.0% 0.9% Company TNP ASC NMM GEL NGL AE [1] DKL SPH RES MTL RNGR OIS WKC Tier 1 Tier 2 Note: No company
shown for comparative purposes is identical to the Company. 1. Represents Adjusted EBITDA estimates per Capital IQ. AE refers to Adams Resources & Energy, Inc., ASC refers to Ardmore Shipping Corporation, DKL Delek Logistics Partners, LP, GEL
refers to Genesis Energy, L.P., MTL Mullen Group Ltd., NMM refers to Navios Maritime Partners L.P., NGL refers to NGL Energy Partners LP, OIS refers to Oil States International, Inc., RNGR refers to Ranger Energy Services, Inc., RES refers to RPC,
Inc., SPH refers to Suburban Propane Partners, L.P., TNP refers to Tsakos Energy Navigation Limited, and WKC refers to World Kinect Corporation. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for
certain non-recurring items; CY refers to Calendar Year; E refers to Estimated. Sources: Bloomberg, Capital IQ, Company management and public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 55
Preliminary Selected Benchmarking Data (cont.) CY 2023 Capital
Expenditures to CY 2023 Adjusted EBITDA 0 0 0 0 0 0 0 0 0 0 0 0 0 0 82.0% 63.5% 62.2% Median: 52.6% 48.3% 43.2% Median: 32.5% 43.0% 34.9% 34.1% 32.5% 22.7% 25.0% 24.1% 17.4% 15.9% Company [1] GEL TNP NMM AE NGL ASC RES RNGR OIS MTL DKL WKC SPH CY
2024E Capital Expenditures to CY 2024E Adjusted EBITDA 0 0 0 0 0 0 0 0 0 0 0 0 0 0 80.5% 71.7% 59.9% 54.9% Median: 50.5% 48.1% 46.2% 48.1% 45.8% 29.9% Median: 27.2% 27.2% 26.5% 25.6% 16.2% 14.9% Company NMM TNP GEL AE [2] NGL ASC RES RNGR OIS MTL
SPH WKC DKL Tier 1 Tier 2 Note: No company shown for comparative purposes is identical to the Company. 1. CY 2023 Adjusted EBITDA shown proforma for the Company's exit from the Butane optimization business. 2. Represents Adjusted EBITDA estimates
per Capital IQ. AE refers to Adams Resources & Energy, Inc., ASC refers to Ardmore Shipping Corporation, DKL Delek Logistics Partners, LP, GEL refers to Genesis Energy, L.P., MTL Mullen Group Ltd., NMM refers to Navios Maritime Partners L.P.,
NGL refers to NGL Energy Partners LP, OIS refers to Oil States International, Inc., RNGR refers to Ranger Energy Services, Inc., RES refers to RPC, Inc., SPH refers to Suburban Propane Partners, L.P., TNP refers to Tsakos Energy Navigation Limited,
and WKC refers to World Kinect Corporation. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items; CY refers to Calendar Year; E refers to Estimated. Sources: Bloomberg,
Capital IQ, Company management and public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 56
Preliminary Selected Benchmarking Data (cont.) CY 2025E Capital
Expenditures to CY 2025E Adjusted EBITDA 0 0 0 0 0 0 0 0 0 0 0 0 0 0 56.5% 50.2% 43.3% 38.3% 36.4% 29.6% Median: 22.9% Median: 25.9% 25.9% 24.0% 21.8% 21.6% 17.8% 13.9% 10.4% 9.6% Company TNP AE [1] NMM GEL NGL ASC RES RNGR OIS MTL SPH WKC DKL (LTM
Adjusted EBITDA – Capital Expenditures - Interest Expense) / LTM Adjusted EBITDA 0 0 0 0 0 0 0 0 0 0 0 0 0 0 71.0% Median: 45.9% 55.9% 52.7% 46.9% 45.9% 44.5% 43.8% 41.4% 32.9% 30.8% Median: 24.5% 18.3% 18.8% 3.6% -23.6% Company ASC AE NGL NMM
TNP GEL MTL SPH OIS RNGR RES WKC DKL [2] [3] Tier 1 Tier 2 Note: No company shown for comparative purposes is identical to the Company. 1. Represents Adjusted EBITDA estimates per Capital IQ. 2. LTM Adjusted EBITDA shown proforma for the Company's
exit from the Butane optimization business. 3. Represents figures as of 5/23/24, the last full day of trading prior to the announcement of the Offer. AE refers to Adams Resources & Energy, Inc., ASC refers to Ardmore Shipping Corporation, DKL
Delek Logistics Partners, LP, GEL refers to Genesis Energy, L.P., MTL Mullen Group Ltd., NMM refers to Navios Maritime Partners L.P., NGL refers to NGL Energy Partners LP, OIS refers to Oil States International, Inc., RNGR refers to Ranger Energy
Services, Inc., RES refers to RPC, Inc., SPH refers to Suburban Propane Partners, L.P., TNP refers to Tsakos Energy Navigation Limited, and WKC refers to World Kinect Corporation. Adjusted EBITDA refers to Earnings Before Interest, Taxes,
Depreciation and Amortization, adjusted for certain non-recurring items; CY refers to Calendar Year; E refers to Estimated; LTM refers to Latest 12 Months. Sources: Bloomberg, Capital IQ, Company management and public filings. CONFIDENTIAL –
PRELIMINARY – SUBJECT TO FURTHER REVIEW 57
DISCLAIMER 07 05 CONFIDENTIAL – PRELIMINARY – SUBJECT TO
FURTHER REVIEW
Disclaimer This presentation, and any supplemental information (written
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“Committee”) of the Board of Directors (the “Board”) of Martin Midstream GP LLC (the “Company”), to whom such materials are directly addressed and delivered by Houlihan Lokey in connection with the
Committee’s consideration of a potential transaction (the “Transaction”) involving the Company. This presentation is incomplete without reference to, and should be considered in conjunction with, any supplemental information
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may not rely upon such information for any purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey is not an expert on, and nothing contained in the materials should be construed as advice with regard to, legal, accounting,
regulatory, insurance, tax or other specialist matters. Houlihan Lokey’s role in reviewing any information was limited solely to performing such a review as it deemed necessary to support its own advice and analysis and was not on behalf of
the Committee. The materials necessarily are based on financial, economic, market and other conditions as in effect on, and the information available to Houlihan Lokey as of, the date of the materials. Although subsequent developments may affect the
contents of the materials, Houlihan Lokey has not undertaken, and is under no obligation, to update, revise or reaffirm the materials, except as may be expressly contemplated by Houlihan Lokey’s engagement letter. The materials are not
intended to provide the sole basis for evaluation of the Transaction and do not purport to contain all information that may be required. The materials do not address the underlying business decision of the Company or any other party to proceed with
or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available for the Company or any other party. The materials do not constitute any opinion, nor do
the materials constitute a recommendation to the Board, the Committee, the Company, any security holder of the Company or any other party as to how to vote or act with respect to any matter relating to the Transaction or otherwise or whether to buy
or sell any assets or securities of any company. Houlihan Lokey’s only opinion is the opinion, if any, that is actually delivered to the Committee. In preparing the materials Houlihan Lokey has acted as an independent contractor and nothing in
the materials is intended to create or shall be construed as creating a fiduciary or other relationship between Houlihan Lokey and any party. The materials may not reflect information known to other professionals in other business areas of Houlihan
Lokey and its affiliates. The preparation of the materials was a complex process involving quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaption and
application of these methods to the unique facts and circumstances presented and, therefore, is not readily susceptible to partial analysis or summary description. Furthermore, Houlihan Lokey did not attribute any particular weight to any analysis
or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may
further affect the value of particular techniques. Accordingly, the analyses contained in the materials must be considered as a whole. Selecting portions of the analyses, analytic methods and factors without considering all analyses and factors
could create a misleading or incomplete view. The materials reflect judgments and assumptions with regard to industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are beyond
the control of the participants in the Transaction. Any estimates of value contained in the materials are not necessarily indicative of actual value or predictive of future results or values, which may be significantly more or less favorable. Any
analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which any assets, businesses or securities may actually be sold. The materials do not constitute a valuation opinion or
credit rating. In preparing the materials, Houlihan Lokey has not conducted any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (contingent or otherwise) of the Company or any other party
and has no obligation to evaluate the solvency of the Company or any other party under any law. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW
Disclaimer All budgets, projections, estimates, financial analyses,
reports and other information with respect to operations (including, without limitation, estimates of potential cost savings and synergies) reflected in the materials have been prepared by management of the relevant party or are derived from such
budgets, projections, estimates, financial analyses, reports and other information or from other sources, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has
reviewed and found reasonable. The budgets, projections and estimates (including, without limitation, estimates of potential cost savings and synergies) contained in the materials may or may not be achieved and differences between projected results
and those actually achieved may be material. Houlihan Lokey has relied upon representations made by management of the Company and other participants in the Transaction that such budgets, projections and estimates have been reasonably prepared in
good faith on bases reflecting the best currently available estimates and judgments of such management (or, with respect to information obtained from public sources, represent reasonable estimates), and Houlihan Lokey expresses no opinion with
respect to such budgets, projections or estimates or the assumptions on which they are based. The scope of the financial analysis contained herein is based on discussions with the Committee (including, without limitation, regarding the methodologies
to be utilized), and Houlihan Lokey does not make any representation, express or implied, as to the sufficiency or adequacy of such financial analysis or the scope thereof for any particular purpose. Houlihan Lokey has assumed and relied upon the
accuracy and completeness of the financial and other information provided to, discussed with or reviewed by it without (and without assuming responsibility for) independent verification of such information, makes no representation or warranty
(express or implied) in respect of the accuracy or completeness of such information and has further relied upon the assurances of the Company and other participants in the Transaction that they are not aware of any facts or circumstances that would
make such information inaccurate or misleading. In addition, Houlihan Lokey has relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of
operations, cash flows or prospects of the Company or any other participant in the Transaction since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to, discussed with or reviewed
by Houlihan Lokey that would be material to its analyses, and that the final forms of any draft documents reviewed by Houlihan Lokey will not differ in any material respect from such draft documents. The materials are not an offer to sell or a
solicitation of an indication of interest to purchase any security, option, commodity, future, loan or currency. The materials do not constitute a commitment by Houlihan Lokey or any of its affiliates to underwrite, subscribe for or place any
securities, to extend or arrange credit, or to provide any other services. In the ordinary course of business, certain of Houlihan Lokey’s affiliates and employees, as well as investment funds in which they may have financial interests or with
which they may co-invest, may acquire, hold or sell, long or short positions, or trade or otherwise effect transactions, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in,
the Company, any Transaction counterparty, any other Transaction participant, any other financially interested party with respect to any transaction, other entities or parties that are mentioned in the materials, or any of the foregoing
entities’ or parties’ respective affiliates, subsidiaries, investment funds, portfolio companies and representatives (collectively, the “Interested Parties”), or any currency or commodity that may be involved in the
Transaction. Houlihan Lokey provides mergers and acquisitions, restructuring and other advisory and consulting services to clients, which may have in the past included, or may currently or in the future include, one or more Interested Parties, for
which services Houlihan Lokey has received, and may receive, compensation. Although Houlihan Lokey in the course of such activities and relationships or otherwise may have acquired, or may in the future acquire, information about one or more
Interested Parties or the Transaction, or that otherwise may be of interest to the Board, the Committee, or the Company, Houlihan Lokey shall have no obligation to, and may not be contractually permitted to, disclose such information, or the fact
that Houlihan Lokey is in possession of such information, to the Board, the Committee, or the Company or to use such information on behalf of the Board, the Committee, or the Company. Houlihan Lokey’s personnel may make statements or provide
advice that is contrary to information contained in the materials. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW
CORPORATE FINANCE FINANCIAL RESTRUCTURING FINANCIAL AND VALUATION
ADVISORY HL.com
Exhibit (c)(5) July 8, 2024 Project Augusta Discussion Materials for the
Conflicts Committee Strictly Confidential. Not for Distribution.
Implied Premiums and Valuation Metrics Current Conflict MRMC Committee
proposed counter Initial price proposal Offer th 1 nd 1 (July 5 ) (July 2 ) Dollars in millions, except per unit values Price Illustrative Common Unit Price $2.75 $2.90 $3.05 $3.20 $3.25 $3.35 $3.50 $3.65 $3.80 $3.95 $4.10 $4.25 $4.40 $4.55 $4.70
$4.75 Ref. Unit Price Implied Premium to Unaffected Unit Price [2] $3.00 -8.3% -3.3% 1.7% 6.7% 8.3% 11.7% 16.7% 21.7% 26.7% 31.7% 36.7% 41.7% 46.7% 51.7% 56.7% 58.3% Implied Premium to Current Unit Price [3] $3.25 -15.4% -10.8% -6.2% -1.5% 0.0% 3.1%
7.7% 12.3% 16.9% 21.5% 26.2% 30.8% 35.4% 40.0% 44.6% 46.2% Implied Unaffected 15 Day VWAP [2][4] $2.95 -6.9% -1.8% 3.3% 8.4% 10.1% 13.5% 18.5% 23.6% 28.7% 33.8% 38.9% 43.9% 49.0% 54.1% 59.2% 60.9% Implied Unaffected 30 Day VWAP [2][4] $2.85 -3.3%
1.9% 7.2% 12.5% 14.2% 17.7% 23.0% 28.3% 33.6% 38.8% 44.1% 49.4% 54.6% 59.9% 65.2% 66.9% 52 Week High [3][4] $3.42 -19.6% -15.2% -10.8% -6.4% -5.0% -2.0% 2.3% 6.7% 11.1% 15.5% 19.9% 24.3% 28.7% 33.0% 37.4% 38.9% 52 Week Low [3][4] $1.98 38.9% 46.5%
54.0% 61.6% 64.1% 69.2% 76.8% 84.3% 91.9% 99.5% 107.1% 114.6% 122.2% 129.8% 137.4% 139.9% Implied Market Value of Equity $109.4 $115.4 $121.4 $127.4 $129.3 $133.3 $139.3 $145.3 $151.2 $157.2 $163.2 $169.1 $175.1 $181.1 $187.0 $189.0 Debt as of
5/31/24 [5] $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 Cash as of 5/31/24 [5] ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2)
($0.2) ($0.2) Implied Enterprise Value $568.0 $574.0 $580.0 $586.0 $587.9 $591.9 $597.9 $603.9 $609.8 $615.8 $621.8 $627.7 $633.7 $639.7 $645.6 $647.6 Selected Implied Valuation Metrics I 5/31/24 Cash and Debt Balances 4.8x 4.9x 4.9x 5.0x 5.0x 5.0x
5.1x 5.1x 5.2x 5.2x 5.3x 5.3x 5.4x 5.4x 5.5x 5.5x Implied EV/LTM EBITDA [6] 4.9x 5.0x 5.0x 5.1x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x 5.4x 5.4x 5.5x 5.5x 5.6x 5.6x Implied EV/2024E EBITDA 4.7x 4.8x 4.8x 4.9x 4.9x 4.9x 5.0x 5.0x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x
5.4x 5.4x Implied EV/2025E EBITDA 4.2x 4.4x 4.7x 4.9x 5.0x 5.1x 5.3x 5.6x 5.8x 6.0x 6.3x 6.5x 6.7x 7.0x 7.2x 7.3x Implied P/2024E DCF 3.1x 3.2x 3.4x 3.6x 3.6x 3.7x 3.9x 4.1x 4.2x 4.4x 4.6x 4.7x 4.9x 5.1x 5.2x 5.3x Implied P/2025E DCF Selected
Implied Valuation Metrics I 3/31/24 Cash and Debt Balances Implied EV/LTM EBITDA [6] 4.8x 4.8x 4.9x 4.9x 4.9x 5.0x 5.0x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x 5.4x 5.4x 5.4x Implied EV/2024E EBITDA 4.9x 4.9x 5.0x 5.0x 5.0x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x 5.4x
5.4x 5.5x 5.5x 5.5x Implied EV/2025E EBITDA 4.7x 4.7x 4.8x 4.8x 4.8x 4.9x 4.9x 5.0x 5.0x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x 5.3x Implied P/2024E DCF 4.2x 4.4x 4.7x 4.9x 5.0x 5.1x 5.3x 5.6x 5.8x 6.0x 6.3x 6.5x 6.7x 7.0x 7.2x 7.3x Implied P/2025E DCF 3.1x
3.2x 3.4x 3.6x 3.6x 3.7x 3.9x 4.1x 4.2x 4.4x 4.6x 4.7x 4.9x 5.1x 5.2x 5.3x Note: denotes negotiation related metrics. Note: On May 24, 2024, the Company received a public proposal on behalf of Martin Resources Management Corporation ( MRMC ), the
owner of Martin Midstream GP LLC, for the acquisition of all of the outstanding common units of the Company not already owned by MRMC for $3.05 in cash per unit (the “Initial Offer”). 1. Refers to date counter proposal was communicated
to opposing party. 2. As of 5/23/24. 3. As of 7/5/24. 4. Per Capital IQ. 5. Per Company management. 6. Refers to the Company's publicly reported Adjusted EBITDA as of 3/31/24. Source: Company management and Capital IQ. CONFIDENTIAL –
PRELIMINARY – SUBJECT TO FURTHER REVIEW 2
Unit Performance Since the Offer As of July 5, 2024, the unit price for
the Company reflected a premium of 0.0% relative to the Current Proposal Price of $3.25 per unit. Closing Price and Daily Volume Since Initial Offer Closing Unit Price ($) Daily Volume (millions) Initial Offer Price [2]: $3.05 Current Proposal Price
[4]: $3.25 Current Unit Price [1]: $3.25 Unaffected Price [3]: $3.00 $3.50 1.6 1.4 $3.25 1.2 1.0 $3.00 0.8 0.6 $2.75 0.4 0.2 $2.50 0.0 5/24/24 5/27/24 5/30/24 6/2/24 6/5/24 6/8/24 6/11/24 6/14/24 6/17/24 6/20/24 6/23/24 6/26/24 6/29/24 7/2/24 7/5/24
Daily Trading Volume Company Current Unit Price [1] Initial Offer Price [2] Unaffected Price [3] Current Proposal Price [4] Trading Volume The Company’s average daily trading volume has increased ~63% since the announcement of the Initial
Offer relative to trading volume observed in the 1-month prior period, but remains low. 1-Month Before Initial Offer Since Initial Offer Average Daily Volume: 0.06 million Average Daily Volume: 0.09 million 1 1 VWAP : $2.89 48.1% VWAP : $3.22 53.0%
31.6% 25.4% 13.8% 7.4% 8.0% 7.4% 5.3% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% $2.60- $2.70- $2.80- $2.90- $3.00- $3.10- $3.20- $3.30- $2.60- $2.70- $2.80- $2.90- $3.00- $3.10- $3.20- $3.30- $2.70 $2.80 $2.90 $3.00 $3.10 $3.20 $3.30 $3.40 $2.70 $2.80
$2.90 $3.00 $3.10 $3.20 $3.30 $3.40 1. As of 7/5/24 close. 2. Per the Initial Offer. 3. Represents closing unit price on 5/23/24, the last full day of trading prior to the announcement of the Initial Offer. 4. Current MRMC proposed price as
communicated on July 5th. Source: Capital IQ, Bloomberg and Company press releases. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 3
Disclaimer This presentation, and any supplemental information (written
or oral) or other documents provided in connection therewith (collectively, the “materials”), have been developed by and are proprietary of Houlihan Lokey and are provided solely for the information of the Conflicts Committee (the
“Committee”) of the Board of Directors (the “Board”) of Martin Midstream GP LLC (the “Company”), to whom such materials are directly addressed and delivered by Houlihan Lokey in connection with the
Committee’s consideration of a potential transaction (the “Transaction”) involving the Company. This presentation is incomplete without reference to, and should be considered in conjunction with, any supplemental information
provided by and discussions with Houlihan Lokey in connection therewith. Any defined terms used herein shall have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere in the materials. The materials
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may disclose to any and all persons without limitation of any kind, the tax treatment and tax structure of any transaction and all materials of any kind (including opinions or other tax analyses, if any) that are provided to the Company relating to
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laws. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. income or franchise tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported
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may not rely upon such information for any purpose without Houlihan Lokey’s prior written consent. Houlihan Lokey is not an expert on, and nothing contained in the materials should be construed as advice with regard to, legal, accounting,
regulatory, insurance, tax or other specialist matters. Houlihan Lokey’s role in reviewing any information was limited solely to performing such a review as it deemed necessary to support its own advice and analysis and was not on behalf of
the Committee. The materials necessarily are based on financial, economic, market and other conditions as in effect on, and the information available to Houlihan Lokey as of, the date of the materials. Although subsequent developments may affect the
contents of the materials, Houlihan Lokey has not undertaken, and is under no obligation, to update, revise or reaffirm the materials, except as may be expressly contemplated by Houlihan Lokey’s engagement letter. The materials are not
intended to provide the sole basis for evaluation of the Transaction and do not purport to contain all information that may be required. The materials do not address the underlying business decision of the Company or any other party to proceed with
or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available for the Company or any other party. The materials do not constitute any opinion, nor do
the materials constitute a recommendation to the Board, the Committee, the Company, any security holder of the Company or any other party as to how to vote or act with respect to any matter relating to the Transaction or otherwise or whether to buy
or sell any assets or securities of any company. Houlihan Lokey’s only opinion is the opinion, if any, that is actually delivered to the Committee. In preparing the materials Houlihan Lokey has acted as an independent contractor and nothing in
the materials is intended to create or shall be construed as creating a fiduciary or other relationship between Houlihan Lokey and any party. The materials may not reflect information known to other professionals in other business areas of Houlihan
Lokey and its affiliates. The preparation of the materials was a complex process involving quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaption and
application of these methods to the unique facts and circumstances presented and, therefore, is not readily susceptible to partial analysis or summary description. Furthermore, Houlihan Lokey did not attribute any particular weight to any analysis
or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may
further affect the value of particular techniques. Accordingly, the analyses contained in the materials must be considered as a whole. Selecting portions of the analyses, analytic methods and factors without considering all analyses and factors
could create a misleading or incomplete view. The materials reflect judgments and assumptions with regard to industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are beyond
the control of the participants in the Transaction. Any estimates of value contained in the materials are not necessarily indicative of actual value or predictive of future results or values, which may be significantly more or less favorable. Any
analyses relating to the value of assets, businesses or securities do not purport to be appraisals or to reflect the prices at which any assets, businesses or securities may actually be sold. The materials do not constitute a valuation opinion or
credit rating. In preparing the materials, Houlihan Lokey has not conducted any physical inspection or independent appraisal or evaluation of any of the assets, properties or liabilities (contingent or otherwise) of the Company or any other party
and has no obligation to evaluate the solvency of the Company or any other party under any law. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW
Disclaimer All budgets, projections, estimates, financial analyses,
reports and other information with respect to operations (including, without limitation, estimates of potential cost savings and synergies) reflected in the materials have been prepared by management of the relevant party or are derived from such
budgets, projections, estimates, financial analyses, reports and other information or from other sources, which involve numerous and significant subjective determinations made by management of the relevant party and/or which such management has
reviewed and found reasonable. The budgets, projections and estimates (including, without limitation, estimates of potential cost savings and synergies) contained in the materials may or may not be achieved and differences between projected results
and those actually achieved may be material. Houlihan Lokey has relied upon representations made by management of the Company and other participants in the Transaction that such budgets, projections and estimates have been reasonably prepared in
good faith on bases reflecting the best currently available estimates and judgments of such management (or, with respect to information obtained from public sources, represent reasonable estimates), and Houlihan Lokey expresses no opinion with
respect to such budgets, projections or estimates or the assumptions on which they are based. The scope of the financial analysis contained herein is based on discussions with the Committee (including, without limitation, regarding the methodologies
to be utilized), and Houlihan Lokey does not make any representation, express or implied, as to the sufficiency or adequacy of such financial analysis or the scope thereof for any particular purpose. Houlihan Lokey has assumed and relied upon the
accuracy and completeness of the financial and other information provided to, discussed with or reviewed by it without (and without assuming responsibility for) independent verification of such information, makes no representation or warranty
(express or implied) in respect of the accuracy or completeness of such information and has further relied upon the assurances of the Company and other participants in the Transaction that they are not aware of any facts or circumstances that would
make such information inaccurate or misleading. In addition, Houlihan Lokey has relied upon and assumed, without independent verification, that there has been no change in the business, assets, liabilities, financial condition, results of
operations, cash flows or prospects of the Company or any other participant in the Transaction since the respective dates of the most recent financial statements and other information, financial or otherwise, provided to, discussed with or reviewed
by Houlihan Lokey that would be material to its analyses, and that the final forms of any draft documents reviewed by Houlihan Lokey will not differ in any material respect from such draft documents. The materials are not an offer to sell or a
solicitation of an indication of interest to purchase any security, option, commodity, future, loan or currency. The materials do not constitute a commitment by Houlihan Lokey or any of its affiliates to underwrite, subscribe for or place any
securities, to extend or arrange credit, or to provide any other services. In the ordinary course of business, certain of Houlihan Lokey’s affiliates and employees, as well as investment funds in which they may have financial interests or with
which they may co-invest, may acquire, hold or sell, long or short positions, or trade or otherwise effect transactions, in debt, equity, and other securities and financial instruments (including loans and other obligations) of, or investments in,
the Company, any Transaction counterparty, any other Transaction participant, any other financially interested party with respect to any transaction, other entities or parties that are mentioned in the materials, or any of the foregoing
entities’ or parties’ respective affiliates, subsidiaries, investment funds, portfolio companies and representatives (collectively, the “Interested Parties”), or any currency or commodity that may be involved in the
Transaction. Houlihan Lokey provides mergers and acquisitions, restructuring and other advisory and consulting services to clients, which may have in the past included, or may currently or in the future include, one or more Interested Parties, for
which services Houlihan Lokey has received, and may receive, compensation. Although Houlihan Lokey in the course of such activities and relationships or otherwise may have acquired, or may in the future acquire, information about one or more
Interested Parties or the Transaction, or that otherwise may be of interest to the Board, the Committee, or the Company, Houlihan Lokey shall have no obligation to, and may not be contractually permitted to, disclose such information, or the fact
that Houlihan Lokey is in possession of such information, to the Board, the Committee, or the Company or to use such information on behalf of the Board, the Committee, or the Company. Houlihan Lokey’s personnel may make statements or provide
advice that is contrary to information contained in the materials. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW
CORPORATE FINANCE FINANCIAL RESTRUCTURING FINANCIAL AND VALUATION
ADVISORY HL.com
Exhibit (c)(6) July 12, 2024 Project Augusta Discussion Materials for the
Conflicts Committee Strictly Confidential. Not for Distribution.
Implied Premiums and Valuation Metrics Conflicts Conflicts MRMC Committee
Committee counter counter counter Initial proposal proposal proposal Offer th 1 th 1 nd 1 (July 5 ) (July 10 ) (July 2 ) Dollars in millions, except per unit values Price Illustrative Common Unit Price $3.05 $3.20 $3.25 $3.35 $3.50 $3.65 $3.80 $3.95
$4.10 $4.25 $4.35 $4.40 $4.55 $4.70 $4.75 Ref. Unit Price Implied Premium to Unaffected Unit Price [2] $3.00 1.7% 6.7% 8.3% 11.7% 16.7% 21.7% 26.7% 31.7% 36.7% 41.7% 45.0% 46.7% 51.7% 56.7% 58.3% Implied Premium to Current Unit Price [3] $3.73
-18.2% -14.2% -12.9% -10.2% -6.2% -2.1% 1.9% 5.9% 9.9% 13.9% 16.6% 18.0% 22.0% 26.0% 27.3% Implied Unaffected 15 Day VWAP [2][4] $2.95 3.3% 8.4% 10.1% 13.5% 18.5% 23.6% 28.7% 33.8% 38.9% 43.9% 47.3% 49.0% 54.1% 59.2% 60.9% Implied Unaffected 30 Day
VWAP [2][4] $2.85 7.2% 12.5% 14.2% 17.7% 23.0% 28.3% 33.6% 38.8% 44.1% 49.4% 52.9% 54.6% 59.9% 65.2% 66.9% 52 Week High [3][4] $3.82 -20.2% -16.2% -14.9% -12.3% -8.4% -4.5% -0.5% 3.4% 7.3% 11.3% 13.9% 15.2% 19.1% 23.0% 24.3% 52 Week Low [3][4] $1.98
54.0% 61.6% 64.1% 69.2% 76.8% 84.3% 91.9% 99.5% 107.1% 114.6% 119.7% 122.2% 129.8% 137.4% 139.9% Implied Market Value of Equity $121.4 $127.4 $129.3 $133.3 $139.3 $145.3 $151.2 $157.2 $163.2 $169.1 $173.1 $175.1 $181.1 $187.0 $189.0 Debt as of
5/31/24 [5] $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 $458.8 Cash as of 5/31/24 [5] ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2) ($0.2)
Implied Enterprise Value $580.0 $586.0 $587.9 $591.9 $597.9 $603.9 $609.8 $615.8 $621.8 $627.7 $631.7 $633.7 $639.7 $645.6 $647.6 Selected Implied Valuation Metrics I 5/31/24 Cash and Debt Balances 4.9x 5.0x 5.0x 5.0x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x
5.4x 5.4x 5.4x 5.5x 5.5x Implied EV/LTM EBITDA [6] Implied EV/2024E EBITDA 5.0x 5.1x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x 5.4x 5.4x 5.5x 5.5x 5.5x 5.6x 5.6x Implied EV/2025E EBITDA 4.8x 4.9x 4.9x 4.9x 5.0x 5.0x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x 5.3x 5.4x 5.4x
4.7x 4.9x 5.0x 5.1x 5.3x 5.6x 5.8x 6.0x 6.3x 6.5x 6.6x 6.7x 7.0x 7.2x 7.3x Implied P/2024E DCF Implied P/2025E DCF 3.4x 3.6x 3.6x 3.7x 3.9x 4.1x 4.2x 4.4x 4.6x 4.7x 4.8x 4.9x 5.1x 5.2x 5.3x Selected Implied Valuation Metrics I 3/31/24 Cash and Debt
Balances Implied EV/LTM EBITDA [6] 4.9x 4.9x 4.9x 5.0x 5.0x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x 5.3x 5.4x 5.4x 5.4x 5.0x 5.0x 5.0x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x 5.4x 5.4x 5.4x 5.5x 5.5x 5.5x Implied EV/2024E EBITDA 4.8x 4.8x 4.8x 4.9x 4.9x 5.0x 5.0x 5.1x
5.1x 5.2x 5.2x 5.2x 5.3x 5.3x 5.3x Implied EV/2025E EBITDA Implied P/2024E DCF 4.7x 4.9x 5.0x 5.1x 5.3x 5.6x 5.8x 6.0x 6.3x 6.5x 6.6x 6.7x 7.0x 7.2x 7.3x 3.4x 3.6x 3.6x 3.7x 3.9x 4.1x 4.2x 4.4x 4.6x 4.7x 4.8x 4.9x 5.1x 5.2x 5.3x Implied P/2025E DCF
Note: denotes negotiation related metrics. Note: On May 24, 2024, the Company received a public proposal on behalf of Martin Resources Management Corporation ( MRMC ), the owner of Martin Midstream GP LLC (the General Partner ), for the acquisition
of all of the outstanding common units of the Company not already owned by MRMC for $3.05 in cash per unit (the “Initial Offer”). 1. Refers to date counter proposal was communicated to opposing party. 2. As of 5/23/24. 3. As of 7/11/24.
4. Per Capital IQ. 5. Per Company management. 6. Refers to the Company's publicly reported Adjusted EBITDA as of 3/31/24. Source: Company management and Capital IQ. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 2
Unit Performance Since the Offer As of July 11, 2024, the unit price for
the Company reflected a premium of 14.8% relative to the Current Proposal Price of $3.25 per unit. Closing Price and Daily Volume Since Initial Offer Closing Unit Price ($) Daily Volume (millions) Current Proposal Price [4]: $3.25 Current Unit Price
[1]: $3.73 Initial Offer Price [2]: $3.05 Unaffected Price [3]: $3.00 1.6 $3.75 1.4 1.2 $3.50 1.0 $3.25 0.8 0.6 $3.00 0.4 $2.75 0.2 $2.50 0.0 5/24/24 5/27/24 5/30/24 6/2/24 6/5/24 6/8/24 6/11/24 6/14/24 6/17/24 6/20/24 6/23/24 6/26/24 6/29/24 7/2/24
7/5/24 7/8/24 7/11/24 Daily Trading Volume Company Current Unit Price [1] Initial Offer Price [2] Unaffected Price [3] Current Proposal Price [4] Trading Volume The Company’s average daily trading volume has increased ~91% since the
announcement of the Initial Offer relative to trading volume observed in the 1-month prior period, but remains low. 1-Month Before Initial Offer Since Initial Offer Average Daily Volume: 0.06 million Average Daily Volume: 0.11 million 1 1 VWAP :
$2.89 VWAP : $3.32 55.5% 48.0% 30.7% 29.6% 22.4% 13.8% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% $2.60- $2.75- $2.90- $3.05- $3.20- $3.35- $3.50- $3.65- $2.60- $2.75- $2.90- $3.05- $3.20- $3.35- $3.50- $3.65- $2.75 $2.90 $3.05 $3.20 $3.35
$3.50 $3.65 $3.80 $2.75 $2.90 $3.05 $3.20 $3.35 $3.50 $3.65 $3.80 1. As of 7/11/24 close. 2. Per the Initial Offer. 3. Represents closing unit price on 5/23/24, the last full day of trading prior to the announcement of the Initial Offer. 4. Current
MRMC proposed price as communicated on 7/5/24. Source: Capital IQ, Bloomberg and Company press releases. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 3
Selected Wall Street Analyst Perspectives As of July 11, 2024, the
average unit price target for the Company from its two Wall Street analysts reflected a discount of 6.2% relative to the Company’s closing unit price of $3.73 per unit and a premium of 7.7% relative to the MRMC counter proposal of $3.25 per
unit. (per unit prices in actuals) Offer Status Broker Date of Report Unit Price Target Risk/Recommendation Post-Offer Stifel 7/11/24 $4.00 Hold Post-Offer Sidoti & Company 6/27/24 $3.00 Moderate Pre-Offer Sidoti & Company 4/22/24 $4.00 [1]
Moderate Pre-Offer Stifel 4/18/24 $3.00 Hold Historical Wall Street Analyst Recommendations Versus Trading Price 100% $7.00 $6.00 80% $5.00 60% $4.00 $3.00 40% $2.00 20% $1.00 0% $0.00 Jul-22 Oct-22 Jan-23 May-23 Aug-23 Nov-23 Feb-24 May-24 Trading
Price Analyst Target Price Buy / Overweight % Hold / Neutral % Sell / Underweight % 1. The $4.00 unit price target is rounded based on a calculated unit price of $3.60 derived from 4.0x 2025 FCF per unit estimated of $0.90. Source: Capital IQ and
Bloomberg as of 7/11/24. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 4
Selected Wall Street Analyst Commentary (unit prices in actuals) Date of
Report & Analyst Comments Recommendation “…we would think the Conflicts Committee would have a difficult time getting an opinion letter saying the current MRMC offer was fair since there is a credible bid on the table offering
significantly more value in cash 7/11/24 Stifel and is not subject to financing.” (Hold / $4.00) “We continue to view MRMC as the most logical buyer, but believe it will take a higher price.” “We suspect investors are
jockeying for a boost to the initial offer of $3.05 per unit before the deal closes given the stock has closed above this price since the announcement.” 6/27/24 “Recently, MMLP incurred what we consider to be two minor environmental
incidents. On May 15, multiple media Sidoti & Company sources reported that a barge owned by MMLP collided with the Pelican Island Bridge near Galveston, TX. Earlier this (Risk: Moderate/ $3.00) week, MMLP reported a crude oil pipeline spill of
approximately 2,000 barrels near the Smackover refinery in Arkansas. While these issues are unfortunate, we do not see either, or both collectively, having a meaningful effect on MMLP.” “MMLP has historically traded at a discount to
peers, given its capital structure, elevated leverage, and minimal growth; we believe the offer reflects that discount. In our view, the parent company is the natural acquirer and we do not foresee a competing offer from another company, considering
the nature of MMLP’s business and assets.” 5/28/24 Sidoti & Company (Risk: Moderate/ $3.00) “MMLP units are up 14% in the last month and 30% year-to-date. In our view, the strong performance likely reflects balance sheet
improvement and potential for additional shareholder returns, as did our prior price target.” “Given MRMC is the logical buyer, we would not anticipate any other bidders to come into play and would not expect a material change to the
buyout offer. That said, given MMLP's investment in the DSM Semichem JV and longer-term 5/24/24 Stifel prospects associated with the JV, we believe this could drive incremental value for MMLP unitholders. Overall, given (Hold / $3.00) MMLP's core
assets were not mainstream midstream assets, and it was a micro-cap company, we believe the assets fit best in private hands.” “Our $4 price target is based on 4x our revised 2025 FCF per share estimate of $0.90 (from $0.92). MMLP shares
trade 4/22/24 Sidoti & Company at a discount to other small-cap energy companies. We contend the valuation gap fails to reflect the (Risk: Moderate/ $4.00) repositioning of the company.” “MMLP… not[ed] upside potential for
additional customers to utilize the ELSA produced by the JV. [While] potential upside does exist due to the reshoring trend and chip production expansion in the US, we view it as a longer- 4/18/24 term opportunity. At this time, we are maintaining
our Hold rating and our $3.00 target price.” Stifel (Hold / $3.00) “MMLP is trading at 4.8x EV/LP EBITDA. Our 5.0x target multiple applied against our LP EBITDA estimate results in a $3.00 target price.” Source: Wall Street
Research. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 5 Prior to Offer Subsequent to Offer
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CORPORATE FINANCE FINANCIAL RESTRUCTURING FINANCIAL AND VALUATION
ADVISORY HL.com
PRELIMINARY AND CONFIDENTIAL SUBJECT TO MATERIAL REVISION FOR DISCUSSION
PURPOSES ONLY July 30, 2024 Exhibit (c)(7) Project Augusta Discussion Materials for the Conflicts Committee Strictly Confidential. Not for Distribution.
EXECUTIVE SUMMARY 3 01 7 PRELIMINARY FINANCIAL ANALYSES 02 19 PRELIMINARY
PREMIUMS PAID DATA 03 23 APPENDIX 04 24 Weighted Average Cost of Capital 29 Preliminary Selected Benchmarking Data 38 Company Projection Comparison 45 DISCLAIMER 05
EXECUTIVE SUMMARY 01 01 CONFIDENTIAL – PRELIMINARY – SUBJECT
TO FURTHER REVIEW
New Page Changes Since Materials Dated 7/1/24 FINANCIAL INFORMATION
• The Company reported second quarter 2024 results on 7/17/24, and as such, the analysis now reflects financial information as of 6/30/24, compared to 5/31/24 previously. • We have received revised projections from Company management as
summarized on pages 39-44. MARKET PRICING UPDATE • We have updated market pricing in the analysis to 7/26/24, compared to 6/27/24 in the previous materials • Certain selected companies have reported second quarter financial results
SELECTED COMPANIES OBSERVATIONS AND ANALYSIS • Tier 1 selected companies median Adjusted EBITDA multiples decreased ~0.1x and ~0.3x for CY 2024E and CY 2025E, respectively • Tier 2 selected companies median Adjusted EBITDA multiples
decreased ~0.3x and ~0.2x for CY 2024E and CY 2025E, respectively • All selected companies median Adjusted EBITDA multiples decreased ~0.1x and ~0.2x for CY 2024E and CY 2025E, respectively • No changes have been made to the selected
multiple range in the selected companies analysis DISCOUNTED CASH FLOW ANALYSIS • No changes have been made to the Terminal Multiple selected range • No changes have been made to the selected WACC range – The risk-free rate of
return is unchanged compared to the previous materials – The selected unlevered beta decreased to 0.55 from 0.57 in the previous materials – The computed weighted average cost of capital is unchanged when excluding corporate taxes and
decreased 0.1% when including corporate taxes compared to the previous materials CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 4
Revised for pricing, 6/30/24 financials, Implied Premiums and Valuation
Metrics and latest counter proposal Conflicts Conflicts Committee Committee MRMC MRMC counter counter counter counter Initial proposal proposal proposal proposal Offer th 1 nd 1 th 1 rd 1 (July 10 ) (July 2 ) Dollars in millions, except per unit
values Price (July 5 ) (July 23 ) Illustrative Common Unit Price $3.05 $3.20 $3.25 $3.35 $3.50 $3.65 $3.70 $3.80 $3.95 $4.10 $4.25 $4.35 $4.40 $4.55 $4.70 $4.75 Ref. Unit Price Implied Premium to Unaffected Unit Price [2] $3.00 1.7% 6.7% 8.3% 11.7%
16.7% 21.7% 23.3% 26.7% 31.7% 36.7% 41.7% 45.0% 46.7% 51.7% 56.7% 58.3% Implied Premium to Current Unit Price [3] $3.51 -13.1% -8.8% -7.4% -4.6% -0.3% 4.0% 5.4% 8.3% 12.5% 16.8% 21.1% 23.9% 25.4% 29.6% 33.9% 35.3% Implied Unaffected 15 Day VWAP
[2][4] $2.95 3.3% 8.4% 10.1% 13.5% 18.5% 23.6% 25.3% 28.7% 33.8% 38.9% 43.9% 47.3% 49.0% 54.1% 59.2% 60.9% Implied Unaffected 30 Day VWAP [2][4] $2.85 7.2% 12.5% 14.2% 17.7% 23.0% 28.3% 30.0% 33.6% 38.8% 44.1% 49.4% 52.9% 54.6% 59.9% 65.2% 66.9% 52
Week High [3][4] $3.82 -20.2% -16.2% -14.9% -12.3% -8.4% -4.5% -3.1% -0.5% 3.4% 7.3% 11.3% 13.9% 15.2% 19.1% 23.0% 24.3% 52 Week Low [3][4] $2.04 49.5% 56.9% 59.3% 64.2% 71.6% 78.9% 81.4% 86.3% 93.6% 101.0% 108.3% 113.2% 115.7% 123.0% 130.4% 132.8%
Implied Market Value of Equity $121.4 $127.4 $129.3 $133.3 $139.3 $145.3 $147.2 $151.2 $157.2 $163.2 $169.1 $173.1 $175.1 $181.1 $187.0 $189.0 Debt as of 6/30/24 [5] $458.1 $458.1 $458.1 $458.1 $458.1 $458.1 $458.1 $458.1 $458.1 $458.1 $458.1 $458.1
$458.1 $458.1 $458.1 $458.1 Cash as of 6/30/24 [5] ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) Implied Enterprise Value $579.4 $585.4 $587.4 $591.3 $597.3 $603.3 $605.3 $609.2
$615.2 $621.2 $627.2 $631.1 $633.1 $639.1 $645.1 $647.1 Selected Implied Valuation Metrics I 6/30/24 Cash and Debt Balances Implied EV/LTM EBITDA [6] 4.9x 5.0x 5.0x 5.0x 5.1x 5.1x 5.2x 5.2x 5.2x 5.3x 5.3x 5.4x 5.4x 5.4x 5.5x 5.5x Implied EV/2024E
EBITDA 4.9x 5.0x 5.0x 5.0x 5.1x 5.1x 5.2x 5.2x 5.2x 5.3x 5.3x 5.4x 5.4x 5.4x 5.5x 5.5x Implied EV/2025E EBITDA 4.9x 4.9x 4.9x 5.0x 5.0x 5.1x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x 5.3x 5.4x 5.4x 5.4x Implied P/2024E DCF 5.0x 5.3x 5.4x 5.5x 5.8x 6.0x 6.1x
6.3x 6.5x 6.8x 7.0x 7.2x 7.3x 7.5x 7.8x 7.8x Implied P/2025E DCF 3.5x 3.6x 3.7x 3.8x 4.0x 4.1x 4.2x 4.3x 4.5x 4.7x 4.8x 4.9x 5.0x 5.2x 5.3x 5.4x Note: denotes negotiation related metrics. Note: On May 24, 2024, the Company received a public proposal
on behalf of Martin Resources Management Corporation ( MRMC ), the owner of Martin Midstream GP LLC (the General Partner ), for the acquisition of all of the outstanding common units of the Company not already owned by MRMC for $3.05 in cash per
unit (the “Initial Offer”). 1. Refers to date counter proposal was communicated to opposing party. 2. As of 5/23/24. 3. As of 7/26/24. 4. Per Capital IQ. 5. Per Company 10-Q dated 7/23/24. 6. Refers to the Company's publicly reported
Adjusted EBITDA as of 6/30/24. Source: Company management and Capital IQ. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 5
Revised for pricing Unit Performance Since the Offer As of July 26, 2024,
the unit price for the Company reflected a discount of 5.1% relative to the current MRMC proposal price of $3.70 per unit. Closing Price and Daily Volume Since Offer Closing Unit Price ($) Daily Volume (millions) Current MRMC Proposal Price [4]:
$3.70 Current Unit Price [1]: $3.51 Initial Offer Price [2]: $3.05 Unaffected Price [3]: $3.00 2.0 $3.75 1.5 $3.50 $3.25 1.0 $3.00 0.5 $2.75 $2.50 0.0 5/24/24 5/29/24 6/3/24 6/8/24 6/13/24 6/18/24 6/23/24 6/28/24 7/3/24 7/8/24 7/13/24 7/18/24
7/23/24 Daily Trading Volume Company Current Unit Price [1] Initial Offer Price [2] Unaffected Price [3] Current MRMC Proposal Price [4] Trading Volume The Company’s average daily trading volume has increased ~101% since the announcement of
the Offer relative to trading volume observed in the 1-month prior period, but remains low. 1-Month Before Offer Since Offer Average Daily Volume: 0.06 million Average Daily Volume: 0.11 million 1 1 VWAP : $2.89 VWAP : $3.41 55.5% 33.9% 33.5% 30.7%
20.9% 13.8% 8.7% 3.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% $2.60- $2.75- $2.90- $3.05- $3.20- $3.35- $3.50- $3.65- $2.60- $2.75- $2.90- $3.05- $3.20- $3.35- $3.50- $3.65- $2.75 $2.90 $3.05 $3.20 $3.35 $3.50 $3.65 $3.80 $2.75 $2.90 $3.05 $3.20
$3.35 $3.50 $3.65 $3.80 1. As of 7/26/24 close. 2. Per the Initial Offer. 3. Represents closing unit price on 5/23/24, the last full day of trading prior to the announcement of the Initial Offer. 4. Current MRMC proposed price as communicated on
7/23/24. SouSource: Capital IQ, Bloomberg and Company press releases. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 6
PRELIMINARY FINANCIAL ANALYSES 02 02 CONFIDENTIAL – PRELIMINARY
– SUBJECT TO FURTHER REVIEW
Indicates change in implied per unit reference since July 1, 2024
materials Preliminary Financial Analyses Summary (dollars per unit in actuals) $(0.21) - $(0.23) $6.00 $5.53 $(0.19) - $(0.21) $0.24 - $0.29 $4.78 $5.00 $(0.06) - $(0.07) Current MRMC $4.57 $0.06 - $0.40 1 Proposed Price $4.09 $3.70 $4.00 $3.82
$4.00 2 Current Unit Price $3.60 $3.51 3 Unaffected Unit Price $3.00 $3.00 $3.00 $2.65 $2.00 $2.04 $1.85 $1.57 $1.00 $1.05 $0.00 Selected Companies Selected Companies Discounted Cash Discounted Cash Pre-Announcement 52-Week Low to High Analysis
Analysis Flow Analysis Flow Analysis Wall Street Analyst Target [Reference Only] [6] CY 2024E CY 2025E Terminal Multiple Terminal Multiple Range Adjusted EBITDA Adjusted EBITDA 4.25x - 5.25x 4.25x - 5.25x [Reference Only] 4.50x - 5.50x 4.25x - 5.25x
WACC WACC [4] [5] 10.25% - 12.25% 9.50% - 11.50% 7 8 Excluding Corporate Taxes Including Corporate Taxes Note: Transaction approach not utilized due to insufficient transactions with available metrics and similarity to the Company and its operating
segments. Note: No particular weight was attributed to any analysis. 1. Per MRMC counter offer dated 7/23/24. 2. Reflects closing price per common unit as of 7/26/24. 3. Reflects closing price per common unit as of 5/23/24, the last trading day
prior to publication of unsolicited non-binding proposal. 4. Per Sidoti & Company and Stifel research reports dated 4/22/24 and 4/18/24, respectively. 5. The $4.00 unit price target is rounded based on a calculated unit price of $3.60 derived
from 4.0x FCF per unit estimated of $0.90, per Sidoti & Company report dated 4/22/24. 6. As of 7/26/24. 7. Per Company management, the Company only pays taxes for non-qualifying income associated with Martin Transport, which does not have any
associated debt. 8. Corporate tax rate of 21.0% utilized for purpose of the analysis. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items; CY refers to Calendar Year; E
refers to Estimated. Sources: Company management, Capital IQ, public filings and Company press releases. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 8 Implied Per Unit Reference Range
Revised for 6/30/24 financials Preliminary Financial Analyses Summary
(cont.) and Current Projections (dollars and units in millions, except per unit values) Excluding Corporate Taxes [1] Including Corporate Taxes [2] Selected Companies Selected Companies Discounted Cash Discounted Cash Analysis Analysis Flow Analysis
Flow Analysis CY 2024E CY 2025E Terminal Multiple Terminal Multiple Adjusted EBITDA Adjusted EBITDA 4.25x -- 5.25x 4.25x -- 5.25x Discount Rate Discount Rate Corresponding Base Amount $117.3 $119.3 10.25% -- 12.25% 9.50% -- 11.50% Selected Multiples
Range 4.50x -- 5.50x 4.25x -- 5.25x Implied Enterprise Value Reference Range $528.0 -- $645.3 $507.1 -- $626.5 $570.9 -- $683.5 $539.1 -- $653.6 Cash and Cash Equivalents as of 6/30/24 [3] 0.1 -- 0.1 0.1 -- 0.1 0.1 -- 0.1 0.1 -- 0.1 Implied Total
Enterprise Value Reference Range $528.0 -- $645.4 $507.2 -- $626.5 $571.0 -- $683.6 $539.1 -- $653.6 Total Debt and Capital Leases as of 6/30/24 [3] (458.1) -- (458.1) (458.1) -- (458.1) (458.1) -- (458.1) (458.1) -- (458.1) Implied Total Equity
Value Reference Range Pre-Contingent Liability $70.0 -- $187.3 $49.1 -- $168.5 $112.9 -- $225.5 $81.1 -- $195.5 Contingent Liability [4] (7.5) -- (5.5) (7.5) -- (5.5) (7.5) -- (5.5) (7.5) -- (5.5) Implied Total Equity Value Reference Range $62.5 --
$181.8 $41.6 -- $163.0 $105.4 -- $220.0 $73.6 -- $190.0 Units Outstanding [5] 39.8 -- 39.8 39.8 -- 39.8 39.8 -- 39.8 39.8 -- 39.8 Implied Per Unit Reference Range $1.57 -- $4.57 $1.05 -- $4.09 $2.65 -- $5.53 $1.85 -- $4.78 1. Per Company management,
the Company only pays taxes for non-qualifying income associated with Martin Transport, which does not have any associated debt. 2. Corporate tax rate of 21.0% utilized for purpose of the analysis. 3. Per Company 10-Q dated 7/23/24. 4. Refers to the
Company's potential financial exposure associated with certain litigation related matters and potential insurance claims related to the oil spill that occurred on 6/15/24 and Marine bridge incident that occurred on 5/15/24, per Company management.
5. Represents ~39.0 million common units and ~0.8 million units to account for the General Partner's 2% economic interest, per Company 10-Q dated 7/23/24. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization,
adjusted for certain non-recurring items. CY refers to Calendar Year. E refers to Estimated. Source: Company management. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 9
Selected Historical and Projected Financial Information Revised for
Current Projections Consolidated Calendar Year Ended December 31, LTM Ended Calendar Year Ending December 31, CAGR 2022A [1] 2023A [1] 6/30/24 [1] 2024E 2025E 2026E 2027E 2028E 2023A to 2028E (dollars in millions, except per unit figures) Total
Revenue $1,073.7 $834.3 $753.4 $763.0 $794.1 $789.3 $772.9 $784.9 -1.2% A Growth % 15.8% NMF -8.5% 4.1% -0.6% -2.1% 1.6% Total Cost of Products Sold (675.1) (423.1) (334.4) (348.7) (378.4) (367.2) (346.5) (353.9) Gross Profit $398.6 $411.1 $419.0
$414.3 $415.7 $422.0 $426.4 $431.0 Margin % 37.1% 49.3% 55.6% 54.3% 52.4% 53.5% 55.2% 54.9% Total Operating Expenses ($254.8) ($254.9) ($260.8) ($259.0) ($255.0) ($261.0) ($265.8) ($267.9) Total SG&A [2] (41.9) (40.9) (40.9) (39.9) (42.3) (43.2)
(44.1) (44.9) Other Income (Expense) [3] (0.0) 0.1 0.0 0.0 0.9 1.3 1.3 1.3 Note: The Company is currently not Net loss associated with Butane optimization business 20.0 2.3 - - - - - - Bridge Allision and Crude Oil Spill Adjustment [4] - - 2.0 2.0 -
- - - adjusting these items in its reported Adjusted EBITDA $121.9 $117.6 $119.3 $117.3 $119.3 $119.1 $117.7 $119.5 0.3% Adjusted EBITDA or 2024 guidance A Margin % 11.4% 14.1% 15.8% 15.4% 15.0% 15.1% 15.2% 15.2% Growth % 6.4% -3.5% -0.2% 1.7% -0.2%
-1.2% 1.5% Other Adjustments [5] ($7.2) ($15.1) (2.0) - - - - Cash Interest ($50.5) ($54.1) ($51.7) ($49.6) ($47.7) ($33.7) ($27.8) Non-Cash Unit-Based Compensation $0.2 $0.2 $0.2 $0.2 $0.2 $0.2 $0.2 Cash Taxes ($2.2) ($1.7) ($4.5) ($5.2) ($5.3)
($5.1) ($5.1) Maintenance Capex ($24.3) ($29.1) ($35.2) ($29.6) ($30.8) ($24.9) ($23.5) Distributable Cash Flow $37.9 $17.7 $24.1 $35.0 $35.5 $54.1 $63.4 Other Adjustments [6] ($12.9) $2.6 - - - - - Phantom Stock - - ($2.0) $1.5 ($1.6) - - Working
Capital ($17.4) $78.5 ($4.0) $1.9 ($0.1) ($12.7) ($0.5) B Growth Capex ($6.9) ($11.0) ($22.5) ($5.9) ($10.8) ($12.6) ($15.1) Proceeds from Asset Sales $7.8 $5.5 $1.8 $0.3 $0.3 $0.3 $0.6 Free Cash Flow Before Distributions $8.6 $93.2 ($2.7) $32.8
$23.4 $29.2 $48.4 Distributions ($0.8) ($0.8) ($0.8) ($0.8) ($0.8) ($0.8) ($0.8) C Free Cash Flow After Distributions $7.8 $92.5 ($3.4) $32.1 $22.6 $28.4 $47.6 Revolver Draw / (Paydown) ($6.8) ($131.1) $3.8 ($29.9) ($13.4) $167.8 ($47.5) D High
Yield Issuance (Redemptions) ($0.6) $54.9 - - - ($200.0) - Other [7] ($0.3) ($16.2) $0.1 ($2.2) -- ($5.3) -- Free Cash Flow ($0.0) $0.0 $0.4 ($0.0) $9.1 ($9.1) ($0.0) Additional Financial Information Net Income ($10.3) ($4.5) $6.5 $6.7 $17.1 $15.7
$26.3 $35.2 Total Capital Expenditures $31.1 $40.1 $60.3 $57.7 $35.5 $41.6 $37.5 $38.6 Decrease (Increase) in Net Working Capital [8] ($48.0) $75.7 ($5.3) $1.9 ($0.1) ($0.5) ($0.5) Annual Distributions per unit $0.02 $0.02 $0.02 $0.02 $0.02 $0.02
$0.02 $0.02 Net Debt [9] $516.1 $442.4 $458.0 $442.9 $413.0 $390.4 $367.3 $319.7 A B C D 2024 growth capital expenditures mainly related to Sulfur Services segment (ELSA JV $18 $400 mm High Yield Notes redeemed post expiration of See following page
Distributions per unit mm and Seneca warehouse expansion $2 mm). 2025-2027 growth capital expenditures the call premium period in February 2027. Redemption for details and held constant across the ~80-90% attributable to Specialty Storage, with 2028
growth spend split between financed by a $167.8 mm new revolver drawdown and commentary. projection period. Specialty Storage and Land Transportation. $200 mm of new 8.5% notes. Note: Historical and projected revenue, costs and expenses exclude
intercompany eliminations. 1. CY 2022A, CY 2023A, and LTM Adj. EBITDA shown proforma for Company's exit from the Butane optimization business. CY 2022A, CY 2023A, and LTM revenue not adjusted for the exit from the Butane optimization business. 2.
Includes non-cash unit based compensation. 3. Includes (i) preferred distribution from ELSA JV of $0.9 million/year from 2025E to 2028E and (ii) excess common distributions of $0.4 million/year from 2026E to 2028E. 4. Represents $0.5 million related
to the bridge allision in May 2024 and $1.5 million related to the crude oil spill from a crude pipeline connecting the Sandyland Terminal to the Smackover refinery in June 2024. 5. Includes net loss and non-cash adjustments related to the Butane
optimization business, bridge allision, and crude oil spill from a crude pipeline connecting the Sandyland Terminal to the Smackover refinery. 6. Includes non-cash adjustments related to the Butane optimization business. In 2023, also includes early
extinguishment of debt adjustment. 7. Includes certain debt securities related expenses. 8. Excludes accrued interest. 9. LTM represents figures as of 6/30/24, per Company management. A refers to Actual; Adjusted EBITDA refers to Earnings Before
Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items; CAGR refers to Compound Annual Growth Rate; CY refers to Calendar Year; E refers to Estimated; LTM refers to Latest 12 Months; NA refers to not available; NMF
refers to not meaningful figure. Source: Company management. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 10
Selected Historical and Projected Financial Information (cont.) Revised
for Current Projections Segment Level Detail Calendar Year Ending December 31, CAGR 2022A [1] 2023A [1] 2024E 2025E 2026E 2027E 2028E 2023A to 2028E (dollars in millions) E Terminalling & Storage $229.9 $95.5 $97.0 $98.6 $100.9 $103.6 $106.3
2.2% Growth % 22.9% -58.5% 1.6% 1.6% 2.4% 2.7% 2.6% Specialty Products 404.4 348.5 294.9 330.8 319.0 297.6 304.6 -2.7% F Growth % -3.7% NMF NMF 12.1% -3.6% -6.7% 2.4% G Transportation Services 239.3 240.9 242.1 233.5 236.4 237.5 238.4 -0.2% Growth %
48.5% 0.7% 0.5% -3.6% 1.3% 0.5% 0.4% Sulfur Services 200.0 149.4 128.9 131.3 132.9 134.2 135.6 -1.9% H Growth % 25.9% -25.3% -13.7% 1.8% 1.3% 1.0% 1.0% Total Revenue $1,073.7 $834.3 $763.0 $794.1 $789.3 $772.9 $784.9 -1.2% Growth % 15.8% NMF -8.5%
4.1% -0.6% -2.1% 1.6% Terminalling & Storage $47.4 $35.9 $35.4 $37.7 $38.1 $38.7 $39.9 2.1% E Growth % 8.9% -24.2% -1.4% 6.5% 1.1% 1.5% 3.1% Margin % 20.6% 37.6% 36.5% 38.3% 37.8% 37.3% 37.5% Specialty Products 18.7 9.9 22.2 23.0 22.8 22.5 22.7
18.0% F Growth % NMF NMF NMF 3.4% -0.7% -1.5% 0.7% Margin % 4.6% 2.8% 7.5% 7.0% 7.2% 7.6% 7.4% Transportation Services 54.9 46.8 45.4 40.9 39.6 37.9 38.1 -4.0% G Growth % 128.0% -14.7% -3.1% -9.8% -3.1% -4.3% 0.5% Margin % 22.9% 19.4% 18.7% 17.5%
16.8% 16.0% 16.0% H Sulfur Services 30.7 28.1 28.3 35.0 36.1 36.5 36.8 5.6% Growth % -10.3% -8.6% 0.6% 24.0% 3.1% 1.0% 1.0% Margin % 15.4% 18.8% 21.9% 26.7% 27.2% 27.2% 27.2% Unallocated SG&A [2] (16.9) (16.0) (16.0) (17.3) (17.6) (17.9) (18.0)
LCM Adjustment & Other Non Cash Adjustments [3] (12.9) 12.9 - - - - - Bridge Allision and Crude Oil Spill Adjustment [4] - - 2.0 - - - - Total Adjusted EBITDA $121.9 $117.6 $117.3 $119.3 $119.1 $117.7 $119.5 0.3% E F G H Growth across projection
period driven Grease and Lubricant business projected to maintain an Revenue and EBITDA decline in 2027 Revenue growth primarily driven by the by incremental growth capital EBITDA margin of 17% and 12% respectively. Propane and 2028 primarily due to
the Brian ramp up of ELSA JV in October 2024 expenditures in 2025, 2026, 2027 and related contributions assumed relatively constant at $2.4 Hamilton tow boat being retired in June followed by subsequent throughput 2028 partially offset by assumed
– $2.5 mm during the 2024 – 2028 period. NGL related 2027. Day rates for dirty and clean growth assumed in 2025. Additionally, volume decline related to Spindletop. contributions decrease from $1.0 mm in 2025 to $0.2 barges held constant
at $10,500 and 2024-2025 EBITDA growth driven by Growth capex assumed to be invested mm in 2028 due to a projected decrease in volumes from $9,500 per day respectively across the assumed normalization of the EBITDA at 5.0x EBITDA multiple. 90.4 mm
gallons in 2025 to 65.3 mm gallons in 2028. 2025-2028 period. margin related to the fertilizer business. Note: Historical and projected revenue, costs and expenses exclude intercompany eliminations. 1. CY 2022A and CY 2023A Adj. EBITDA shown
proforma for Company's exit from the Butane optimization business. CY 2022A and CY 2023A revenue not adjusted for the exit from the Butane optimization business. 2. Includes non-cash unit-based compensation. 3. Non-cash adjustments related to the
Butane optimization business. 4. Represents $0.5 million related to the bridge allision in May 2024 and $1.5 million related to the crude oil spill from a crude pipeline connecting the Sandyland Terminal to the Smackover refinery in June 2024. A
refers to Actual; CAGR refers to Compound Annual Growth Rate; CY refers o Calendar Year; E refers to Estimated; LCM refers to Lower of Cost or Market; NMF refers to not meaningful figure. Source: Company management. CONFIDENTIAL – PRELIMINARY
– SUBJECT TO FURTHER REVIEW 11
Comparison of Management Projections vs. Wall Street Analyst Estimates 1
Revised for current projections Total Revenue Comparison (FY 2024 – FY 2025) (dollars in millions) and latest Wall Street Research $1,000.0 $794.1 $763.0 $773.6 $773.6 $748.3 $748.3 $500.0 NA NA $0.0 FY 2024 FY 2025 2 Adjusted EBITDA
Comparison (FY 2024 – FY 2025) (dollars in millions) $119.3 $120.0 $118.9 $118.3 $117.8 $117.3 $118.0 $116.2 $116.1 $116.0 $116.0 $114.0 FY 2024 FY 2025 Distributable Cash Flow Comparison (FY 2024 – FY 2025) (dollars in millions) $60.0
$39.5 $35.0 $33.9 $32.3 $40.0 $28.3 $26.0 $24.1 $19.8 $20.0 $0.0 FY 2024 FY 2025 Management Projections Stifel Wall Street Estimates Sidoti & Company, LLC 1. Stifel estimates not available for revenue. 2. Adjusted EBITDA shown does not include
add-back for stock-based compensation expense. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for unit-based compensation expense. FY refers to Fiscal Year. Source: Bloomberg, Company management
and Wall Street Research. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 12
Revised for market pricing and updated Preliminary Selected Companies
Analysis Company financials where available Enterprise Value [1] to (dollars in millions, except per share values) Share Equity Market Enterprise Adjusted EBITDA Tier 1 Price [2] Value [2] [3] Value [2] [3] CY 2024E [4] CY 2025E [4] Adams Resources
& Energy, Inc. $26.75 $72.3 $79.3 3.1x [5] 2.9x [5] Ardmore Shipping Corporation $20.53 $867.4 $922.1 4.7x 5.8x Genesis Energy, L.P. $14.26 $1,746.3 [6] $6,746.7 9.6x 8.0x Navios Maritime Partners L.P. $47.22 $1,454.7 [7] $3,064.7 3.8x 3.5x NGL
Energy Partners LP $4.68 $620.8 [8] $4,350.4 6.8x 6.2x Tsakos Energy Navigation Limited $25.46 $751.2 $2,078.6 4.4x [5] 3.8x [5] Low 3.1x 2.9x High 9.6x 8.0x Median 4.6x 4.8x Mean 5.4x 5.0x Tier 2 Delek Logistics Partners, LP $41.21 $1,946.5 [6]
$3,538.0 8.5x 8.1x Mullen Group Ltd. $10.61 $1,023.3 $1,437.5 6.1x 5.7x Oil States International, Inc. $4.74 $315.1 $427.2 5.1x 4.5x Ranger Energy Services, Inc. $11.46 $267.9 $268.2 4.1x 3.2x RPC, Inc. $6.96 $1,521.0 $1,264.0 4.6x 3.7x Suburban
Propane Partners, L.P. $18.69 $1,218.3 [6] $2,426.2 8.8x 8.2x World Kinect Corporation $26.85 $1,592.2 $1,951.9 5.2x 4.7x Low 4.1x 3.2x High 8.8x 8.2x Median 5.2x 4.7x Mean 6.0x 5.4x All Selected Companies Low 3.1x 2.9x High 9.6x 8.2x Median 5.1x
4.7x Mean 5.7x 5.3x Current Company | Consensus Estimates [9] $3.51 $139.7 $597.7 5.1x 5.1x Company | Management Projections [10] $3.51 $139.7 $597.7 5.1x 5.0x Unaffected [11] $3.00 $119.4 $581.3 5.0x 4.9x Company | Consensus Estimates [9] $3.00
$119.4 $581.3 5.0x 4.9x Company | Management Projections [10] Note: No company used in this analysis for comparative purposes is identical to Company. 1. Enterprise Value equals equity market value + debt outstanding + preferred stock + minority
interests – cash and cash equivalents. 2. Based on closing prices as of 7/26/24. 3. Based on diluted shares. 4. Multiples based on forward looking financial information have been calendarized to Company’s fiscal year end of December
31st. 5. Represents Adjusted EBITDA estimates per Capital IQ. 6. General partner interest is non-economic. 7. Includes ~2% general partner interest. 8. Includes 0.1% general partner interest. 9. Adjusted EBITDA for forward periods reflects consensus
analyst estimates excludes stock-based compensation expense addback. 10. Adjusted EBITDA for forward periods reflects Company projections. 11. Represents figures as of 5/23/24, the last full day of trading prior to the announcement of the Initial
Offer. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items; CY refers to Calendar Year; E refers to Estimated; FY refers to Fiscal Year; NA refers to not available.
Sources: Bloomberg, Capital IQ, and public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 13
Revised for current projections Preliminary Selected Companies Analysis
and Benchmarking and consensus estimates Enterprise Value [1] to CY 2024E Adjusted EBITDA 12.0x 9.6x 10.0x 8.8x 8.0x Median: Median: 6.0x 2 4.6x 5.2x Company 5.1x 4.0x 4.1x 3.1x 2.0x 0.0x Tier 1 [3] Tier 2 [3] CY 2023 to CY 2025E Adjusted EBITDA
CAGR (LTM Adj. EBITDA - Int. Expense - Capex) / LTM Adj. EBITDA 46.1% 5.4% 4.0% 24.5% 0.7% 5.8% Company Tier 1 Median Tier 2 Median Company Tier 1 Median Tier 2 Median 1. Enterprise Value equals equity market value + debt outstanding + preferred
stock + minority interests – cash and cash equivalents. 2. Adjusted EBITDA for forward periods reflects consensus analyst estimates excludes stock-based compensation expense addback. 3. Low and high multiples per range shown on the Preliminary
Selected Companies Analysis page. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items. CAGR refers to Compound Annual Growth Rate; Capex refers to Capital Expenditures;
CY refers to Calendar Year; E refers to Estimated; Int. Expense refers to Interest Expense; LTM refers to Latest 12 Months. Sources: Bloomberg, Capital IQ, Company management and public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT TO
FURTHER REVIEW 14
Revised for Current Projections Preliminary Discounted Cash Flow
Analysis Excluding Corporate Taxes (dollars in millions, except per unit values) Projected Calendar Year Ending December 31, 2024E [1] 2025E 2026E 2027E 2028E Total Revenue $382.5 $794.1 $789.3 $772.9 $784.9 Growth % 4.1% -0.6% -2.1% 1.6% Total Cost
of Products Sold (180.7) (378.4) (367.2) (346.5) (353.9) Total Operating Expenses (128.3) (255.0) (261.0) (265.8) (267.9) Total SG&A [2] (20.3) (42.3) (43.2) (44.1) (44.9) Other Income (Expense) [3] 0.0 0.9 1.3 1.3 1.3 Adjusted EBITDA $53.3
$119.3 $119.1 $117.7 $119.5 Margin % 13.9% 15.0% 15.1% 15.2% 15.2% Total Depreciation & Amortization (22.1) (42.5) (45.7) (48.1) (49.5) Adjusted EBIT $31.3 $76.8 $73.4 $69.6 $70.0 Taxes [4] (2.3) (5.2) (5.3) (5.1) (5.1) Unlevered Earnings $29.0
$71.6 $68.2 $64.5 $64.9 Total Depreciation & Amortization 22.1 42.5 45.7 48.1 49.5 Proceeds from sale of assets 1.1 0.3 0.3 0.3 0.6 Phantom Stock (1.0) 1.5 (1.6) 0.0 0.0 Total Capital Expenditures (20.2) (35.5) (41.6) (37.5) (38.6) Decrease
(Increase) in Net Working Capital [5] 8.9 1.9 (0.1) (0.5) (0.5) Unlevered Free Cash Flows $39.8 $82.3 $70.9 $74.9 $76.0 Present Value PV of Terminal Value PV of Terminal Value of Cash Flows as a Multiple of Implied Enterprise Value as a % of
Enterprise Value (2024 - 2028) 2028 Adjusted EBITDA Discount Rate 4.25x 4.75x 5.25x 4.25x 4.75x 5.25x Discount Rate 4.25x 4.75x 5.25x 10.25% $279.0 $327.4 $365.9 $404.5 $606.5 $645.0 $683.5 10.25% 54.0% 56.7% 59.2% 10.75% $276.4 $320.8 $358.6 $396.3
$597.3 $635.0 $672.8 10.75% 53.7% 56.5% 58.9% 11.25% $273.9 $314.4 $351.4 $388.4 $588.3 $625.3 $662.3 11.25% 53.4% 56.2% 58.6% + = 11.75% $271.4 $308.1 $344.4 $380.6 $579.5 $615.8 $652.0 11.75% 53.2% 55.9% 58.4% 12.25% $269.0 $302.0 $337.5 $373.0
$570.9 $606.5 $642.0 12.25% 52.9% 55.7% 58.1% Note: Present values as of 7/1/24; mid-year convention applied. Refer to WACC calculation for derivation of discount rate. 1. Represents projections from July to December 2024. 2. Includes non-cash
unit-based compensation. 3. Includes (i) preferred distribution from ELSA JV of $0.9 million/year from 2025E to 2028E and (ii) excess common distributions of $0.4 million/year from 2026E to 2028E. 4. Cash Taxes related to Martin Transport, per
Company management. 5. Excludes working capital related to accrued interest. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items. Adjusted EBIT refers to Earnings Before
Interest and Taxes, adjusted for certain non-recurring items. E refers to Estimated. PV refers to Present Value. Source: Company management. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 15
Revised for Current Projections Preliminary Discounted Cash Flow
Analysis (cont.) Including Corporate Taxes (dollars in millions, except per unit values) Projected Calendar Year Ending December 31, 2024E [1] 2025E 2026E 2027E 2028E Total Revenue $382.5 $794.1 $789.3 $772.9 $784.9 Growth % 4.1% -0.6% -2.1% 1.6%
Total Cost of Products Sold (180.7) (378.4) (367.2) (346.5) (353.9) Total Operating Expenses (128.3) (255.0) (261.0) (265.8) (267.9) Total SG&A [2] (20.3) (42.3) (43.2) (44.1) (44.9) Other Income (Expense) [3] 0.0 0.9 1.3 1.3 1.3 Adjusted EBITDA
$53.3 $119.3 $119.1 $117.7 $119.5 Margin % 13.9% 15.0% 15.1% 15.2% 15.2% Total Depreciation & Amortization (22.1) (42.5) (45.7) (48.1) (49.5) Adjusted EBIT $31.3 $76.8 $73.4 $69.6 $70.0 Taxes [4] (8.1) (18.6) (18.1) (17.4) (17.3) Unlevered
Earnings $23.1 $58.2 $55.3 $52.2 $52.7 Total Depreciation & Amortization 22.1 42.5 45.7 48.1 49.5 Proceeds from sale of assets 1.1 0.3 0.3 0.3 0.6 Phantom Stock (1.0) 1.5 (1.6) 0.0 0.0 Total Capital Expenditures (20.2) (35.5) (41.6) (37.5)
(38.6) Decrease (Increase) in Net Working Capital [5] 8.9 1.9 (0.1) (0.5) (0.5) Unlevered Free Cash Flows $33.9 $68.8 $58.0 $62.6 $63.8 Present Value PV of Terminal Value PV of Terminal Value of Cash Flows as a Multiple of Implied Enterprise Value
as a % of Enterprise Value (2024 - 2028) 2028 Adjusted EBITDA Discount Rate 4.25x 4.75x 5.25x 4.25x 4.75x 5.25x Discount Rate 4.25x 4.75x 5.25x 9.50% $236.5 $337.6 $377.4 $417.1 $574.1 $613.8 $653.6 9.50% 58.8% 61.5% 63.8% 10.00% $234.3 $330.8
$369.7 $408.6 $565.1 $604.0 $642.9 10.00% 58.5% 61.2% 63.6% 10.50% $232.1 $324.1 $362.2 $400.4 $556.2 $594.3 $632.5 10.50% 58.3% 60.9% 63.3% + = 11.00% $230.0 $317.6 $354.9 $392.3 $547.5 $584.9 $622.3 11.00% 58.0% 60.7% 63.0% 11.50% $227.9 $311.2
$347.8 $384.5 $539.1 $575.7 $612.3 11.50% 57.7% 60.4% 62.8% Note: Present values as of 7/1/24; mid-year convention applied. Refer to WACC calculation for derivation of discount rate. 1. Represents projections from July to December 2024. 2. Includes
non-cash unit-based compensation. 3. Includes (i) preferred distribution from ELSA JV of $0.9 million/year from 2025E to 2028E and (ii) excess common distributions of $0.4 million/year from 2026E to 2028E. 4. Cash Taxes related to Martin Transport,
per Company management, plus 21% Corporate Tax on pretax income not attributed to Martin Transport. Terminal period taxes based on 2028E effective rate. 5. Excludes working capital related to accrued interest. Adjusted EBITDA refers to Earnings
Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items. Adjusted EBIT refers to Earnings Before Interest and Taxes, adjusted for certain non-recurring items. E refers to Estimated. PV refers to Present Value.
Source: Company management. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 16
Illustrative Present Value of Future Distributions (cont.) Note: Present
values as of 7/1/24; mid-year convention applied. 1. Reflects stub period as of 7/1/24. 2. Held constant after 2028E. 3. For purpose of the illustrative analysis, assumes total distribution amounts of $10 mm, $20 mm, $30 mm and $40 mm for each of
2028E, 2029E, 2030E and 2031E respectively. 4. Defined as Distributable Cash Flow divided by total Distributions in a given year. 5. Defined as total Distributions divided by Distributable Cash Flow in a given year. 6. Includes incremental 50,000
partner units granted to the Board of Directors per year. Per Company management. 0.8 million General Partner units implied based on 2.0% general partner interest. 7. For purpose of the illustrative analysis, (i) 2028 Free Cash Flow After
Distributions is assumed to be utilized to pay down the revolver and (ii) the revolver balance is held constant after 2028. 8. For purpose of the illustrative analysis, the Company's adjusted EBITDA is assumed to be held constant after 2028. 9.
Defined as Free Cash Flow Before Distributions divided by total Distributions in a given year. 10. Assumes $150 mm of total credit facility availability from 2024 till January 2027 and $200 mm thereafter. Per Company management. 11. For purpose of
the illustrative analysis, utilizes terminal perpetual growth rate of 0%. Source: Company management. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 17
Preliminary Selected Companies Historical Trading Multiples Enterprise
Value to NFY Adjusted EBITDA (2022 – Current) YTD One Year Two Year Total Average Average Average Average Company 4.7x 5.0x 5.1x 5.3x Tier 1 [1] 4.2x 4.3x 4.3x 4.9x 9.0x Tier 2 [2] 5.2x 5.6x 6.0x 6.3x 8.0x 7.0x 6.0x 5.0x 4.0x 3.0x 2.0x 1.0x
0.0x Jan-22 Mar-22 May-22 Jul-22 Aug-22 Oct-22 Dec-22 Feb-23 Apr-23 Jun-23 Aug-23 Oct-23 Dec-23 Feb-24 Apr-24 Jun-24 Tier 1 [1] Tier 2 [2] Company Note: Multiples shown above are sourced from Capital IQ; as such, certain multiples may differ
slightly from figures shown on other pages. Multiples less than 0.0x or greater than 25.0x deemed not meaningful. 1. Selected Companies in Tier 1 include Adams Resources & Energy, Inc., Ardmore Shipping Corporation, Genesis Energy, L.P., Navios
Maritime Partners L.P., NGL Energy Partners LP, and Tsakos Energy Navigation Limited. 2. Selected Companies in Tier 2 include Delek Logistics Partners, LP, Mullen Group Ltd., Oil States International, Inc., Ranger Energy Services, Inc., RPC, Inc.,
Suburban Propane Partners, L.P., and World Kinect Corporation. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items. YTD refers to Year to Date. Source: Capital IQ as of
7/26/24. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 18
PRELIMINARY PREMIUMS PAID DATA 02 03 CONFIDENTIAL – PRELIMINARY
– SUBJECT TO FURTHER REVIEW
Preliminary Premiums Paid Data Initial Premium Final Premium Definitive
to Unaffected Date Price [3] to Unaffected Date Price [4] Agreement Announcement Unaffected Form of 30 Day 30 Day Date [1] Date [2] Buyer Target Consideration 1 Day VWAP 1 Day VWAP 9/18/23 5/3/23 Green Plains Inc. Green Plains Partners LP Cash and
Stock 0% 1% 20% 21% 8/16/23 5/3/23 HF Sinclair Corporation Holly Energy Partners, L.P. Cash and Stock -2% -9% 36% 28% 8/16/23 8/15/23 Energy Transfer LP Crestwood Equity Partners LP [5] 100% Stock NA NA -1% -6% 4/6/23 1/24/23 GasLog Ltd. GasLog
Partners LP 100% Cash 10% 16% 24% 30% 2/1/23 7/5/22 Sisecam Chemicals Resources Sisecam Resources 100% Cash 0% 2% 39% 42% 1/6/23 8/17/22 Phillips 66 DCP Midstream 100% Cash 0% 4% 20% 25% 7/28/22 6/23/22 PBF Energy PBF Logistics Cash and Stock NA NA
33% 13% 7/25/22 2/10/22 Shell Shell Midstream 100% Cash 0% 0% 23% 23% 6/2/22 1/10/22 Hartree Partners Sprague Resources LP 100% Cash 11% 22% 27% 41% 5/16/22 5/13/22 Diamondback Energy Rattler Midstream 100% Stock NA NA 17% 10% 4/22/22 10/8/21 Ergon
Blue Knight 100% Cash 8% 6% 51% 49% 12/20/21 8/5/21 BP BP Midstream 100% Stock -1% -7% 16% 10% 10/27/21 10/26/21 Phillips 66 Phillips 66 Partners 100% Stock NA NA 5% 7% 10/4/21 10/1/21 Stonepeak Partners LP; Stonepeak Teekay LNG Partners L.P. [5]
100% Cash NA NA 8% 7% Infrastructure Fund IV LP 8/23/21 5/14/21 Landmark Dividend LLC Landmark Infrastructure Partners LP 100% Cash 9% 6% 38% 35% 3/5/21 2/4/21 Chevron Corporation Noble Midstream Partners LP 100% Stock 0% 3% 17% 20% 12/15/20 10/2/20
TC Energy Corporation TC PipeLines, LP 100% Stock 5% -1% 19% 12% 7/27/20 7/26/20 CNX Resources Corporation CNX Midstream Partners LP 100% Stock NA NA 28% 30% 12/16/19 8/27/19 Blackstone Infrastructure Partners, L.P. Tallgrass Energy, LP 100% Cash
36% 16% 56% 33% 10/1/19 5/16/19 Brookfield Business Partners L.P. Teekay Offshore Partners L.P. 100% Cash -13% -22% 28% 15% 5/10/19 5/9/2019 IFM Investors Pty Ltd Buckeye Partners, L.P. [5] 100% Cash NA NA 27% 24% Continued on Following Page Note:
Premium paid data based on (i) closing price as of the unaffected date and (ii) final transaction consideration. 1. Represents the date of announcement of the execution of a definitive agreement. 2. Represents the day prior to either (i) the
announcement of receipt of proposal or (ii) the announcement of agreement of merger, or (iii) the announcement of the target companies considering strategic alternatives. 3. Reflects implied premium based on initial proposal vs. unaffected date
price, as applicable. 4. Reflects implied premium based on announcement of the execution of the definitive agreement vs. unaffected date price. 5. Transaction reflects target not acquired by affiliate or GP. Source: Public filings, press releases,
and Capital IQ. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 20
Preliminary Premiums Paid Data (cont.) Initial Premium Final Premium
Definitive to Unaffected Date Price [3] to Unaffected Date Price [4] Agreement Announcement Unaffected Form of 30 Day 30 Day Date [1] Date [2] Buyer Target Consideration 1 Day VWAP 1 Day VWAP 5/8/19 5/7/2019 MPLX LP Andeavor Logistics LP [5] 100%
Stock NA NA 2% 1% 4/2/19 4/1/19 UGI Corporation AmeriGas Partners, L.P. Cash and Stock NA NA 13% 23% 11/26/18 7/9/18 ArcLight Energy Partners TransMontaigne Partners L.P. 100% Cash 5% 2% 14% 10% 11/26/18 9/18/18 Dominion Energy, Inc. Dominion Energy
Midstream Partners, LP 100% Stock 0% 5% 3% 8% 11/8/18 11/7/18 Western Gas Equity Partners, LP Western Gas Partners, LP 100% Stock NA NA 8% 14% 10/22/18 10/19/18 EnLink Midstream, LLC EnLink Midstream Partners, LP 100% Stock NA NA 1% 0% 10/18/18
10/17/18 Valero Energy Corporation Valero Energy Partners LP 100% Cash NA NA 7% 12% 10/9/18 2/25/18 Antero Midstream GP LP Antero Midstream Partners LP Cash and Stock NA NA 19% [6] 9% [6] 9/18/18 5/16/18 Enbridge Inc. Enbridge Energy Partners, L.P.
100% Stock 0% 0% 14% 15% 8/24/18 5/16/18 Enbridge Inc. Spectra Energy Partners, LP 100% Stock 0% -3% 21% 18% 8/1/18 7/31/18 Energy Transfer Equity LP Energy Transfer Partners, L.P. 100% Stock NA NA 11% 18% 7/4/18 6/1/18 OCI N.V. OCI Partners LP 100%
Cash 10% 10% 15% 15% 5/17/18 5/16/18 The Williams Companies, Inc. Williams Partners L.P. 100% Stock NA NA 6% 12% 3/27/18 3/26/18 Tallgrass Energy GP, LP Tallgrass Energy Partners, LP 100% Stock NA NA 1% -8% All Transactions Low -13% -22% -1% -8%
Count: 30 High 36% 22% 56% 49% Median 0% 2% 17% 15% Mean 4% 3% 19% 18% 100% Cash Transactions Low -13% -22% 7% 7% Count: 11 High 36% 22% 56% 49% Median 7% 5% 24% 24% Mean 7% 6% 27% 26% Note: Premium paid data based on (i) closing price as of the
unaffected date and (ii) final transaction consideration. 1. Represents the date of announcement of the execution of a definitive agreement. 2. Represents the day prior to either (i) the announcement of receipt of proposal or (ii) the announcement
of agreement of merger, or (iii) the announcement of the target companies considering strategic alternatives. 3. Reflects implied premium based on initial proposal vs. unaffected date price, as applicable. 4. Reflects implied premium based on
announcement of the execution of the definitive agreement vs. unaffected date price. 5. Transaction reflects target not acquired by affiliate or GP. 6. Reflects the premium received by the public shareholders. Transaction included lower
consideration for units owned by Antero Resources. Source: Public filings, press releases, and Capital IQ. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 21
Preliminary Premiums Paid Data (cont.) New Page Transaction Implied
Premium Comparison 30% 27% 26% 24% 24% 23% 19% 18% 17% 15% Closing Price 30-Day VWAP Mean | All Transactions Median | All Transactions Mean | Cash-Only Transactions Median | Cash-Only Transactions Company [1] 1. Implied based on respective VWAP
metrics as of 5/23/24 per Capital IQ and the current MRMC proposal price of $3.70 per unit. Sources: Capital IQ, public filings and press releases. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 22
APPENDIX 06 04 CONFIDENTIAL – PRELIMINARY – SUBJECT TO
FURTHER REVIEW
APPENDIX Weighted Average Cost of Capital 06 04 CONFIDENTIAL –
PRELIMINARY – SUBJECT TO FURTHER REVIEW
Revised for market pricing and updated Preliminary Weighted Average Cost
of Calculation Company financials where available Total Debt to Dd to Dnd to Total Debt to Dd to Equity Dnd to Equity Pfd. Stock to Equity Market Pfd. Stock to Total Cap Total Cap Total Cap Equity Market Market Value Market Value Total Cap Value to
Total Equity Market Tier 1 [1] [2] [1] [3] [1] [4] Value [2] [5] [3] [5] [4] [5] [1] [6] Cap [1] [5] Value [5] [6] Adams Resources & Energy, Inc. 37.6% 8.4% 29.3% 60.3% 13.4% 46.9% 0.0% 62.4% 0.0% Ardmore Shipping Corporation 6.8% 6.8% 0.0% 7.6%
7.6% 0.0% 3.8% 89.4% 4.3% Genesis Energy, L.P. 60.0% 26.3% 33.7% 219.7% 96.4% 123.3% 12.7% 27.3% 46.6% Navios Maritime Partners L.P. 56.9% 56.9% 0.0% 131.9% 131.9% 0.0% 0.0% 43.1% 0.0% NGL Energy Partners LP 65.2% 23.9% 41.3% 459.2% 168.3% 291.0%
20.6% 14.2% 144.9% Tsakos Energy Navigation Limited 68.5% 53.9% 14.6% 221.0% 173.7% 47.2% 0.5% 31.0% 1.5% Median 58.4% 25.1% 22.0% 175.8% 114.2% 47.1% 2.1% 37.1% 2.9% Mean 49.2% 29.4% 19.8% 183.3% 98.6% 84.7% 6.3% 44.6% 32.9% Tier 2 Delek Logistics
Partners, LP 45.1% 30.3% 14.8% 82.3% 55.2% 27.0% 0.0% 54.9% 0.0% Mullen Group Ltd. 29.0% 29.0% 0.0% 40.8% 40.8% 0.0% 0.0% 71.0% 0.0% Oil States International, Inc. 30.2% 26.2% 3.9% 43.2% 37.6% 5.6% 0.0% 69.8% 0.0% Ranger Energy Services, Inc. 4.1%
4.1% 0.0% 4.3% 4.3% 0.0% 0.0% 95.9% 0.0% RPC, Inc. 0.3% 0.3% 0.0% 0.3% 0.3% 0.0% 0.0% 99.7% 0.0% Suburban Propane Partners, L.P. 49.9% 42.2% 7.6% 99.5% 84.2% 15.3% 0.0% 50.1% 0.0% World Kinect Corporation 35.6% 35.6% 0.0% 55.2% 55.2% 0.0% 0.0% 64.4%
0.0% Median 30.2% 29.0% 0.0% 43.2% 40.8% 0.0% 0.0% 69.8% 0.0% Mean 27.7% 24.0% 3.8% 46.5% 39.7% 6.8% 0.0% 72.3% 0.0% All Selected Companies Median 37.6% 26.3% 3.9% 60.3% 55.2% 5.6% 0.0% 62.4% 0.0% Mean 37.6% 26.4% 11.2% 109.6% 66.8% 42.8% 2.9% 59.5%
15.2% Company | Excluding Corporate Taxes [7] [8] 79.3% 43.2% 36.1% 384.0% 209.3% 174.7% 0.0% 20.7% 0.0% Company | Including Corporate Taxes [7] [9] 79.3% 43.2% 36.1% 384.0% 209.3% 174.7% 0.0% 20.7% 0.0% Note: No company used in this calculation for
comparative purposes is identical to Company. 1. Total Cap refers to total capitalization, which equals Equity Market Value + Total Debt + Pfd. Stock. 2. Total Debt refers to total debt amount based on most recent public filings as of 7/26/24. 3. Dd
refers to Implied Tax-Deductible Debt, which equals the lesser of (a) 30% of Adjusted Taxable Income/Cost of Debt, or (b) Total Debt. LTM Adjusted EBIT, based on most recent public filings as of 7/26/24, is assumed to be a valid proxy for Adjusted
Taxable Income for the selected companies. 4. Dnd refers to Implied Non-Tax-Deductible Debt, which equals Total Debt minus Dd. 5. Equity Market Value based on closing price on 7/26/24 and on diluted shares as of 7/26/24. 6. Pfd. Stock refers to
preferred stock, which is the amount as stated in most recent public filings as of 7/26/24. 7. Represents figures as of 5/23/24, the last full day of trading prior to the announcement of the Initial Offer. 8. Per Company management, the Company only
pays taxes for non-qualifying income associated with Martin Transport, which does not have any associated debt. 9. Corporate tax rate of 21.0% utilized for purpose of the analysis. Sources: Bloomberg and Capital IQ. CONFIDENTIAL – PRELIMINARY
– SUBJECT TO FURTHER REVIEW 25
Revised for market pricing and updated Preliminary Weighted Average Cost
of Calculation (cont.) Company financials where available Levered Unlevered Equity Risk Size Cost of Cost of Cost of Pfd. Tier 1 Beta [1] Beta [2] Premium [3] Premium [4] Equity [5] Debt [6] Stock [7] WACC Adams Resources & Energy, Inc. 0.87
0.55 5.75% 4.70% 14.2% 6.5% NA 11.3% Ardmore Shipping Corporation 0.82 0.73 5.75% 1.14% 10.4% 8.4% 8.5% 10.2% Genesis Energy, L.P. 1.37 0.37 5.75% 1.39% 13.8% 7.4% [8] 11.2% 9.6% Navios Maritime Partners L.P. 1.35 0.58 5.75% 1.39% 13.7% 7.1% NA 9.9%
NGL Energy Partners LP 1.01 0.14 5.75% 1.14% 11.5% 8.6% 10.2% 9.4% Tsakos Energy Navigation Limited 1.09 0.34 5.75% 1.14% 11.9% 6.7% 9.4% 8.3% Median 1.05 0.46 12.8% 7.2% 9.8% 9.8% Mean 1.08 0.45 12.6% 7.5% 9.8% 9.8% Tier 2 8.1% [8] Delek Logistics
Partners, LP 0.96 0.53 5.75% 1.21% 11.3% NA 9.8% Mullen Group Ltd. 0.98 0.75 5.75% 1.14% 11.3% 3.9% NA 9.2% Oil States International, Inc. 1.61 1.12 5.75% 1.99% 15.8% 5.6% NA 12.7% Ranger Energy Services, Inc. 0.49 0.47 5.75% 1.99% 9.3% 6.1% NA 9.2%
RPC, Inc. 0.72 0.72 5.75% 1.39% 10.1% 8.4% NA 10.0% Suburban Propane Partners, L.P. 0.79 0.39 5.75% 1.39% 10.5% 5.6% NA 8.0% World Kinect Corporation 0.85 0.60 5.75% 1.39% 10.8% 5.5% NA 8.9% Median 0.85 0.60 10.8% 5.6% NA 9.2% Mean 0.91 0.66 11.3%
6.2% NA 9.7% All Selected Companies Median 0.96 0.55 11.3% 6.7% 9.8% 9.6% Mean 0.99 0.56 11.9% 6.8% 9.8% 9.7% Company | Excluding Corporate Taxes [9] [10] 0.73 0.15 5.75% 4.70% 13.6% 8.4% [8] NA 9.5% Company | Including Corporate Taxes [9] [11] 0.73
0.17 5.75% 4.70% 13.6% 8.4% [8] NA 8.7% Note: No company used in this calculation for comparative purposes is identical to Company. 1. Based on actual levered beta per Bloomberg 5-year weekly as of 7/26/24. 2. Unlevered Beta = Levered Beta/(1 + ((1
– tax rate) * Dd to Equity Market Value) + (Dnd to Equity Market Value) + (Pfd. Stock to Equity Market Value)). 3. Based on review of studies measuring the historical returns between stocks and bonds, theoretical models such as supply-side and
demand-side models and other materials. 4. Kroll Cost of Capital Navigator ( Navigator ). 5. Cost of Equity = Risk-Free Rate of Return + (Levered Beta * Equity Risk Premium) + Size Premium. Risk-Free Rate of Return as of 7/26/24, based on 20-year
U.S. Treasury Bond Yield. 6. Based on selected company weighted average interest rate per most recent public filings as of 7/26/24. 7. Based on selected company weighted average preferred dividend per most recent public filings 7/26/24. 8. Cost of
debt incorporated market based yield for certain securities. 9. Represents figures as of 5/23/24, the last full day of trading prior to the announcement of the Initial Offer. 10. Per Company management, the Company only pays taxes for non-qualifying
income associated with Martin Transport, which does not have any associated debt. 11. Corporate tax rate of 21.0% utilized for purpose of the analysis. NA refers to not available. Sources: Bloomberg and Capital IQ. CONFIDENTIAL – PRELIMINARY
– SUBJECT TO FURTHER REVIEW 26
Preliminary Weighted Average Cost of Calculation (cont.) Excluding
Corporate Taxes (dollars in millions) Market Capital Structure Cost of Equity for Assumptions Assumptions Computed WACC Risk-Free Rate of Return [1] 4.53% Company Adjusted Taxable Income [5] $119.3 Selected Unlevered Beta [11] 0.55 Equity Risk
Premium [2] 5.75% Company Total Debt [6] $458.1 Computed Levered Beta [12] 0.89 Size Premium [3] 4.70% Company Dd [7] $458.1 Cost of Equity [13] 14.3% Tax Rate [4] 0.00% Company Dnd [8] $0.0 Total Debt to Total Capitalization [9] 37.6% Dd to Total
Capitalization [10] 37.6% Dnd to Total Capitalization [10] 0.0% Total Debt to Equity Market Value 60.3% Dd to Equity Market Value [10] 60.3% Dnd to Equity Market Value [10] 0.0% Preferred Stock to Total Capitalization [9] 0.0% Equity Market Value to
Total Capitalization [9] 62.4% Preferred Stock to Equity Market Value 0.0% Cost of Debt [9] 6.7% Cost of Preferred Stock [9] 0.0% Computed Weighted Average Cost of Capital 11.5% Selected Weighted Average Cost of Capital Range - Excluding Corporate
Taxes 10.25% -- 12.25% Note: Calculated weighted average cost of capital supports a discount rate range of 10.5% to 12.5%, which would have the impact of decreasing the discounted cash flow per unit reference range by $0.11 to $0.14. 1. Risk-Free
Rate of Return as of 7/26/24, based on 20-year U.S. Treasury Bond Yield. 2. Based on a review of studies measuring the historical returns between stocks and bonds, theoretical models such as supply side and demand side models and other materials. 3.
Navigator. 4. Per Company management, the Company only pays taxes for non-qualifying income associated with Martin Transport, which does not have any associated debt. 5. Company LTM Adjusted EBITDA is assumed to be a valid proxy for Company Adjusted
Taxable Income. 6. Company Total Debt refers to total debt amount of Company as of 5/31/24. 7. Company Dd refers to Implied Tax-Deductible Debt of Company, which equals the lesser of (a) 30% of Company Adjusted Taxable Income/Cost of Debt, or (b)
Company Total Debt. Based on Capital Structure Assumptions. 8. Company Dnd refers to Implied Non-Tax-Deductible Debt of Company, which equals Company Total Debt minus Company Dd. 9. Based on review of corresponding metrics of selected companies
listed on pages 25 and 26. 10. Based on Company's Dd and Dnd and the Capital Structure Assumptions regarding Total Debt to Total Capitalization and Equity Market Value to Total Capitalization. 11. Based on review of selected companies’
unlevered betas listed on Weighted Average Cost of Capital Calculation page. 12. Computed Levered Beta = Selected Unlevered Beta * (1 + ((1 – Tax Rate) * Dd to Equity Market Value) + (Dnd to Equity Market Value) + (Preferred Stock to Equity
Market Value)). Based on Market and Capital Structure Assumptions. 13. Cost of Equity = Risk-Free Rate of Return + (Computed Levered Beta * Equity Risk Premium) + Size Premium. Based on Market Assumptions. Sources: Bloomberg and Capital IQ.
CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 27
Preliminary Weighted Average Cost of Calculation (cont.) Including
Corporate Taxes (dollars in millions) Market Capital Structure Cost of Equity for Assumptions Assumptions Computed WACC Risk-Free Rate of Return [1] 4.53% Company Adjusted Taxable Income [5] $119.3 Selected Unlevered Beta [11] 0.55 Equity Risk
Premium [2] 5.75% Company Total Debt [6] $458.1 Computed Levered Beta [12] 0.82 Size Premium [3] 4.70% Company Dd [7] $458.1 Cost of Equity [13] 13.9% Tax Rate [4] 21.00% Company Dnd [8] $0.0 Total Debt to Total Capitalization [9] 37.6% Dd to Total
Capitalization [10] 37.6% Dnd to Total Capitalization [10] 0.0% Total Debt to Equity Market Value 60.3% Dd to Equity Market Value [10] 60.3% Dnd to Equity Market Value [10] 0.0% Preferred Stock to Total Capitalization [9] 0.0% Equity Market Value to
Total Capitalization [9] 62.4% Preferred Stock to Equity Market Value 0.0% Cost of Debt [9] 6.7% Cost of Preferred Stock [9] 0.0% Computed Weighted Average Cost of Capital 10.7% Selected Weighted Average Cost of Capital Range - Including Corporate
Taxes 9.50% -- 11.50% Note: Calculated weighted average cost of capital supports a discount rate range of 9.75% to 11.75%, which would have the impact of decreasing the discounted cash flow per unit reference range by $0.10 to $0.13. 1. Risk-Free
Rate of Return as of 7/26/24, based on 20-year U.S. Treasury Bond Yield. 2. Based on a review of studies measuring the historical returns between stocks and bonds, theoretical models such as supply side and demand side models and other materials. 3.
Navigator. 4. Corporate tax rate of 21.0% utilized for purpose of the analysis. 5. Company LTM Adjusted EBITDA is assumed to be a valid proxy for Company Adjusted Taxable Income. 6. Company Total Debt refers to total debt amount of Company as of
5/31/24. 7. Company Dd refers to Implied Tax-Deductible Debt of Company, which equals the lesser of (a) 30% of Company Adjusted Taxable Income/Cost of Debt, or (b) Company Total Debt. Based on Capital Structure Assumptions. 8. Company Dnd refers to
Implied Non-Tax-Deductible Debt of Company, which equals Company Total Debt minus Company Dd. 9. Based on review of corresponding metrics of selected companies listed on pages 25 and 26. 10. Based on Company's Dd and Dnd and the Capital Structure
Assumptions regarding Total Debt to Total Capitalization and Equity Market Value to Total Capitalization. 11. Based on review of selected companies’ unlevered betas listed on Weighted Average Cost of Capital Calculation page. 12. Computed
Levered Beta = Selected Unlevered Beta * (1 + ((1 – Tax Rate) * Dd to Equity Market Value) + (Dnd to Equity Market Value) + (Preferred Stock to Equity Market Value)). Based on Market and Capital Structure Assumptions. 13. Cost of Equity =
Risk-Free Rate of Return + (Computed Levered Beta * Equity Risk Premium) + Size Premium. Based on Market Assumptions. Sources: Bloomberg and Capital IQ. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 28
APPENDIX Preliminary Selected Benchmarking Data 06 04 CONFIDENTIAL
– PRELIMINARY – SUBJECT TO FURTHER REVIEW
Revised for market pricing and updated Preliminary Selected Benchmarking
Data financials where available LTM Adjusted EBITDA 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (dollars in millions) $756.4 $740.4 $610.1 Median: $512.9 $415.8 $393.5 $367.6 Median: $258.3 $263.0 $258.3 $216.8 $153.7 $119.3 $81.9 $75.2 $29.3 Company [1] NMM GEL
NGL TEN ASC AE DKL WKC RES SPH MTL OIS RNGR Enterprise Value [2] 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (dollars in millions) $6,746.7 $4,350.4 $3,538.0 $3,064.7 Median: $2,571.6 $2,078.6 $2,426.2 Median: $1,437.5 $1,951.9 $1,437.5 $1,264.0 $922.1 $581.3
$427.2 $268.2 $79.3 Company [3] GEL NGL NMM TEN ASC AE DKL SPH WKC MTL RES OIS RNGR Tier 1 Tier 2 Note: No company shown for comparative purposes is identical to the Company. 1. LTM Adjusted EBITDA shown proforma for the Company's exit from the
Butane optimization business. 2. Based on public trading prices of common stock as of 7/26/24, plus debt and general partner units, if any. 3. Represents figures as of 5/23/24, the last full day of trading prior to the announcement of the Offer. AE
refers to Adams Resources & Energy, Inc., ASC refers to Ardmore Shipping Corporation, DKL Delek Logistics Partners, LP, GEL refers to Genesis Energy, L.P., MTL Mullen Group Ltd., NMM refers to Navios Maritime Partners L.P., NGL refers to NGL
Energy Partners LP, OIS refers to Oil States International, Inc., RNGR refers to Ranger Energy Services, Inc., RES refers to RPC, Inc., SPH refers to Suburban Propane Partners, L.P., TEN refers to Tsakos Energy Navigation Limited, and WKC refers to
World Kinect Corporation. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items; LTM refers to Latest 12 Months. Sources: Bloomberg, Capital IQ, Company management and
public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 30
Revised for updated financials where Preliminary Selected Benchmarking
Data (cont.) available LTM Net Debt to Adjusted EBITDA 0 0 0 0 0 0 0 0 0 0 0 0 0 0 5.1x 4.7x 4.6x 4.0x 3.8x 3.2x Median: 2.6x 2.1x 2.3x Median: 1.4x 1.4x 1.0x 0.2x 0.1x 0.0x -1.0x Company [1] ASC AE NMM TEN NGL GEL RES RNGR WKC OIS MTL DKL SPH CY
2023 Distribution (Dividend) Yield [2] 0 0 0 0 0 0 0 0 0 0 0 0 0 0 7.0% 5.6% 4.9% 4.2% 3.9% Median: 2.2% Median: 2.4% 2.3% 2.2% 2.1% 1.7% 0.9% 0.7% 0.4% 0.0% 0.0% Company [3] ASC GEL TEN AE NMM NGL SPH MTL RES DKL WKC RNGR OIS Tier 1 Tier 2 Note: No
company shown for comparative purposes is identical to the Company. 1. LTM Adjusted EBITDA shown proforma for the Company's exit from the Butane optimization business. 2. Based on public trading prices of common stock as of 7/26/24. 3. Represents
figures as of 5/23/24, the last full day of trading prior to the announcement of the Offer. AE refers to Adams Resources & Energy, Inc., ASC refers to Ardmore Shipping Corporation, DKL Delek Logistics Partners, LP, GEL refers to Genesis Energy,
L.P., MTL Mullen Group Ltd., NMM refers to Navios Maritime Partners L.P., NGL refers to NGL Energy Partners LP, OIS refers to Oil States International, Inc., RNGR refers to Ranger Energy Services, Inc., RES refers to RPC, Inc., SPH refers to
Suburban Propane Partners, L.P., TEN refers to Tsakos Energy Navigation Limited, and WKC refers to World Kinect Corporation. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring
items; CY refers to Calendar Year; LTM refers to Latest 12 Months. Sources: Bloomberg, Capital IQ, Company management and public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 31
Revised for current consensus estimates Preliminary Selected
Benchmarking Data (cont.) Projected CY 2023 to CY 2024E Distribution (Dividend) Growth 0 0 0 0 0 0 0 0 0 0 0 0 0 0 18.4% 11.3% 6.7% Median: 3.3% Median: 0.0% 0.0% 0.0% 0.0% NA NA NA 0.0% 0.0% NA NA NMF Company ASC NMM GEL TEN AE NGL WKC MTL RES SPH
OIS RNGR DKL Projected CY 2024E to CY 2025E Distribution (Dividend) Growth 0 0 0 0 0 0 0 0 0 0 0 0 0 0 10.0% 7.5% Median: 3.8% 3.8% Median: 1.3% 3.0% 1.3% 0.0% NA NA NA 0.0% 0.0% 0.0% NA NA Company GEL ASC NMM TEN AE NGL MTL WKC DKL RES SPH OIS RNGR
Tier 1 Tier 2 Note: No company shown for comparative purposes is identical to the Company. AE refers to Adams Resources & Energy, Inc., ASC refers to Ardmore Shipping Corporation, DKL Delek Logistics Partners, LP, GEL refers to Genesis Energy,
L.P., MTL Mullen Group Ltd., NMM refers to Navios Maritime Partners L.P., NGL refers to NGL Energy Partners LP, OIS refers to Oil States International, Inc., RNGR refers to Ranger Energy Services, Inc., RES refers to RPC, Inc., SPH refers to
Suburban Propane Partners, L.P., TEN refers to Tsakos Energy Navigation Limited, and WKC refers to World Kinect Corporation. CY refers to Calendar Year. E refers to Estimated. NA refers to Not Available. NMF refers to not meaningful figure. Sources:
Bloomberg, Capital IQ, Company management and public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 32
Revised for current consensus estimates Preliminary Selected
Benchmarking Data (cont.) Projected CY 2023 to CY 2024E Adjusted EBITDA Growth 0 0 0 0 0 0 0 0 0 0 0 0 0 0 23.3% Median: 1.0% 8.4% 8.0% 6.4% 3.5% Median: -3.3% 2.6% -0.2% -0.6% -3.3% -4.3% -6.1% -7.1% -21.8% -26.5% Company [1] ASC NMM NGL TEN [2] AE
[2] GEL DKL SPH MTL WKC OIS RNGR RES Projected CY 2024E to CY 2025E Adjusted EBITDA Growth 0 0 0 0 0 0 0 0 0 0 0 0 0 0 27.6% 25.6% 19.3% Median: 11.0% 16.3% Median: 8.0% 13.0% 11.0% 8.2% 6.3% 8.7% 7.2% 6.5% 4.1% 1.7% -19.1% Company GEL TEN [2] NGL
NMM AE [2] ASC RNGR RES OIS WKC MTL SPH DKL Tier 1 Tier 2 Note: No company shown for comparative purposes is identical to the Company. 1. CY 2023 Adjusted EBITDA shown proforma for the Company's exit from the Butane optimization business. 2.
Represents Adjusted EBITDA estimates per Capital IQ. AE refers to Adams Resources & Energy, Inc., ASC refers to Ardmore Shipping Corporation, DKL Delek Logistics Partners, LP, GEL refers to Genesis Energy, L.P., MTL Mullen Group Ltd., NMM refers
to Navios Maritime Partners L.P., NGL refers to NGL Energy Partners LP, OIS refers to Oil States International, Inc., RNGR refers to Ranger Energy Services, Inc., RES refers to RPC, Inc., SPH refers to Suburban Propane Partners, L.P., TEN refers to
Tsakos Energy Navigation Limited, and WKC refers to World Kinect Corporation. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items; CY refers to Calendar Year; E refers to
Estimated. Sources: Bloomberg, Capital IQ, Company management and public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 33
Revised for current consensus estimates Preliminary Selected
Benchmarking Data (cont.) Projected CY 2025E to CY 2026E Adjusted EBITDA Growth 0 0 0 0 0 0 0 0 0 0 0 0 0 0 12.9% Median: 4.1% 9.5% 6.6% 4.4% 4.1% NA 2.9% NA NA NA -0.2% Median: -0.5% -7.6% -17.8% -24.4% Company TEN [1] GEL NMM ASC NGL AE WKC SPH
MTL DKL RES RNGR OIS CY 2023 Adjusted EBITDA to CY 2023 Revenue 0 0 0 0 0 0 0 0 0 0 0 0 0 0 57.2% 52.9% 40.3% Median: 32.0% 37.7% Median: 15.7% 23.1% 23.8% 18.6% 15.7% 14.1% 11.2% 13.3% 8.5% 1.0% 0.8% Company [2] NMM TEN ASC GEL NGL AE DKL RES SPH
MTL RNGR OIS WKC Tier 1 Tier 2 Note: No company shown for comparative purposes is identical to the Company. 1. Represents Adjusted EBITDA estimates per Capital IQ. 2. CY 2023 Adjusted EBITDA shown proforma for the Company's exit from the Butane
optimization business. AE refers to Adams Resources & Energy, Inc., ASC refers to Ardmore Shipping Corporation, DKL Delek Logistics Partners, LP, GEL refers to Genesis Energy, L.P., MTL Mullen Group Ltd., NMM refers to Navios Maritime Partners
L.P., NGL refers to NGL Energy Partners LP, OIS refers to Oil States International, Inc., RNGR refers to Ranger Energy Services, Inc., RES refers to RPC, Inc., SPH refers to Suburban Propane Partners, L.P., TEN refers to Tsakos Energy Navigation
Limited, and WKC refers to World Kinect Corporation. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items; CY refers to Calendar Year; E refers to Estimated. Sources:
Bloomberg, Capital IQ, Company management and public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 34
Revised for current consensus estimates Preliminary Selected
Benchmarking Data (cont.) CY 2024E Adjusted EBITDA to CY 2024E Revenue 0 0 0 0 0 0 0 0 0 0 0 0 0 0 64.5% 64.3% 60.7% Median: 42.1% 40.1% 24.7% 23.5% Median: 16.2% 17.4% 16.2% 15.4% 11.4% 11.3% 9.6% 1.0% 0.8% Company ASC TEN [1] NMM GEL NGL AE [1]
DKL SPH RES MTL OIS RNGR WKC CY 2025E Adjusted EBITDA to CY 2025E Revenue 0 0 0 0 0 0 0 0 0 0 0 0 0 0 71.3% 62.7% 61.1% Median: 44.5% 40.9% Median: 16.7% 27.8% 27.1% 20.4% 16.7% 13.8% 11.8% 15.0% 10.4% 1.0% 0.9% Company TEN [1] ASC NMM GEL NGL AE
[1] DKL SPH RES MTL RNGR OIS WKC Tier 1 Tier 2 Note: No company shown for comparative purposes is identical to the Company. 1. Represents Adjusted EBITDA estimates per Capital IQ. AE refers to Adams Resources & Energy, Inc., ASC refers to
Ardmore Shipping Corporation, DKL Delek Logistics Partners, LP, GEL refers to Genesis Energy, L.P., MTL Mullen Group Ltd., NMM refers to Navios Maritime Partners L.P., NGL refers to NGL Energy Partners LP, OIS refers to Oil States International,
Inc., RNGR refers to Ranger Energy Services, Inc., RES refers to RPC, Inc., SPH refers to Suburban Propane Partners, L.P., TEN refers to Tsakos Energy Navigation Limited, and WKC refers to World Kinect Corporation. Adjusted EBITDA refers to Earnings
Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items; CY refers to Calendar Year; E refers to Estimated. Sources: Bloomberg, Capital IQ, Company management and public filings. CONFIDENTIAL –
PRELIMINARY – SUBJECT TO FURTHER REVIEW 35
Revised for current consensus estimates Preliminary Selected
Benchmarking Data (cont.) CY 2023 Capital Expenditures to CY 2023 Adjusted EBITDA 0 0 0 0 0 0 0 0 0 0 0 0 0 0 82.0% 63.5% 62.2% Median: 52.6% 48.3% 43.2% Median: 32.5% 43.0% 34.9% 34.1% 32.5% 22.7% 25.0% 24.1% 17.4% 15.9% Company [1] GEL TEN NMM AE
NGL ASC RES RNGR OIS MTL DKL WKC SPH CY 2024E Capital Expenditures to CY 2024E Adjusted EBITDA 0 0 0 0 0 0 0 0 0 0 0 0 0 0 102.6% 81.5% 74.7% Median: 50.3% 54.4% 49.2% 46.2% 48.9% 47.6% Median: 28.3% 28.3% 27.2% 26.6% 25.4% 19.4% 14.9% Company TEN
[2] [3] NMM GEL AE [2] NGL ASC RES RNGR OIS SPH MTL WKC DKL Tier 1 Tier 2 Note: No company shown for comparative purposes is identical to the Company. 1. CY 2023 Adjusted EBITDA shown proforma for the Company's exit from the Butane optimization
business. 2. Represents Adjusted EBITDA estimates per Capital IQ. 3. Represents capital expenditures estimates per Capital IQ. AE refers to Adams Resources & Energy, Inc., ASC refers to Ardmore Shipping Corporation, DKL Delek Logistics Partners,
LP, GEL refers to Genesis Energy, L.P., MTL Mullen Group Ltd., NMM refers to Navios Maritime Partners L.P., NGL refers to NGL Energy Partners LP, OIS refers to Oil States International, Inc., RNGR refers to Ranger Energy Services, Inc., RES refers
to RPC, Inc., SPH refers to Suburban Propane Partners, L.P., TEN refers to Tsakos Energy Navigation Limited, and WKC refers to World Kinect Corporation. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization,
adjusted for certain non-recurring items; CY refers to Calendar Year; E refers to Estimated. Sources: Bloomberg, Capital IQ, Company management and public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 36
Revised for current consensus estimates and Preliminary Selected
Benchmarking Data (cont.) updated financials where available CY 2025E Capital Expenditures to CY 2025E Adjusted EBITDA 0 0 0 0 0 0 0 0 0 0 0 0 0 0 59.8% 53.1% 43.3% 41.1% 39.8% Median: 22.7% Median: 25.4% 29.7% 25.4% 24.0% 19.1% 19.0% 21.5% 21.5%
10.4% 9.4% Company TEN [1] [2] AE [1] NMM GEL NGL ASC RES OIS RNGR MTL SPH WKC DKL (LTM Adjusted EBITDA – Capital Expenditures - Interest Expense) / LTM Adjusted EBITDA 0 0 0 0 0 0 0 0 0 0 0 0 0 0 71.0% Median: 46.1% 58.0% 52.7% 46.9% 45.9%
46.1% 41.4% 32.9% 30.8% Median: 24.5% 18.3% 22.1% 5.8% 3.6% -23.6% Company ASC AE NGL NMM TEN GEL MTL SPH OIS WKC RNGR DKL RES [3] Tier 1 Tier 2 Note: No company shown for comparative purposes is identical to the Company. 1. Represents Adjusted
EBITDA estimates per Capital IQ. 2. Represents capital expenditures estimates per Capital IQ. 3. LTM Adjusted EBITDA shown proforma for the Company's exit from the Butane optimization business. AE refers to Adams Resources & Energy, Inc., ASC
refers to Ardmore Shipping Corporation, DKL Delek Logistics Partners, LP, GEL refers to Genesis Energy, L.P., MTL Mullen Group Ltd., NMM refers to Navios Maritime Partners L.P., NGL refers to NGL Energy Partners LP, OIS refers to Oil States
International, Inc., RNGR refers to Ranger Energy Services, Inc., RES refers to RPC, Inc., SPH refers to Suburban Propane Partners, L.P., TEN refers to Tsakos Energy Navigation Limited, and WKC refers to World Kinect Corporation. Adjusted EBITDA
refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items; CY refers to Calendar Year; E refers to Estimated; LTM refers to Latest 12 Months. Sources: Bloomberg, Capital IQ, Company management
and public filings. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 37
APPENDIX Company Projection Comparison 03 04 CONFIDENTIAL –
PRELIMINARY – SUBJECT TO FURTHER REVIEW
New Page Comparison of Current Projections Versus Projections Dated
6/17/24 Revenue (dollars in millions) $800.0 $794.1 $794.1 $789.3 $789.3 $790.0 $784.9 $784.9 $780.0 $772.9 $772.9 $769.3 $770.0 $763.0 $760.0 $750.0 $740.0 2024E 2025E 2026E 2027E 2028E Adjusted EBITDA [1] (dollars in millions) $125.0 $120.5 $119.9
$119.8 $119.5 $119.3 $119.1 $120.0 $118.7 $117.7 $117.3 $115.3 $115.0 $110.0 2024E [2] 2025E 2026E 2027E 2028E Prior Management Projections Dated 6/17/24 Current Management Projections Dated 7/23/24 1. Includes non-cash unit based compensation. 2.
Current 2024 figure includes $2.0 Adjusted EBITDA add-back related to the bridge allision and oil spill. The Company is currently not adjusting these items in its reported Adjusted EBITDA or 2024 guidance. Adjusted EBITDA refers to Earnings Before
Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items per Company management; E refers to Estimated. Source: Company management. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 39
New Page Comparison of Current Projections Versus Projections Dated
6/17/24 (cont.) Distributable Cash Flow (dollars in millions) $64.7 $70.0 $63.4 $55.3 $60.0 $54.1 $50.0 $36.3 $35.9 $35.5 $35.0 $40.0 $26.0 $30.0 $24.1 $20.0 $10.0 $0.0 2024E 2025E 2026E 2027E 2028E Free Cash Flow Before Distributions (dollars in
millions) $60.0 $49.7 $48.4 $50.0 $40.0 $32.6 $32.8 $30.4 $29.2 $30.0 $24.7 $23.4 $20.0 $10.0 $0.6 $0.0 ($2.7) ($10.0) 2024E 2025E 2026E 2027E 2028E Prior Management Projections Dated 6/17/24 Current Management Projections Dated 7/23/24 E refers to
Estimated. Source: Company management. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 40
New Page Comparison of Current Projections Versus Projections Dated
6/17/24 (cont.) Total Capital Expenditures (dollars in millions) $70.0 $57.7 $60.0 $55.5 $50.0 $41.6 $41.6 $38.6 $38.6 $37.5 $37.5 $40.0 $35.5 $35.5 $30.0 $20.0 2024E 2025E 2026E 2027E 2028E Prior Management Projections Dated 6/17/24 Current
Management Projections Dated 7/23/24 E refers to Estimated. Source: Company management. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 41
New Page Comparison of Current Projections Versus Projections Dated
6/17/24 (cont.) (dollars in millions) Prior Management Projections Dated 6/17/24 [A] Current Management Projections Dated 7/23/24 [B] Difference [B-A] Calendar Year Ending December 31, Calendar Year Ending December 31, Calendar Year Ending December
31, 2024E 2025E 2026E 2027E 2028E 2024E 2025E 2026E 2027E 2028E 2024E 2025E 2026E 2027E 2028E Total Revenue $769.3 $794.1 $789.3 $772.9 $784.9 $763.0 $794.1 $789.3 $772.9 $784.9 ($6.3) - - - - Growth % -7.8% 3.2% -0.6% -2.1% 1.6% -8.5% 4.1% -0.6%
-2.1% 1.6% -0.8% 0.9% 0.0% 0.0% 0.0% Adjusted EBITDA [1] $115.3 $119.9 $119.8 $118.7 $120.5 $117.3 $119.3 $119.1 $117.7 $119.5 $2.0 ($0.6) ($0.6) ($1.0) ($1.0) Margin % 15.0% 15.1% 15.2% 15.4% 15.4% 15.4% 15.0% 15.1% 15.2% 15.2% 0.4% -0.1% -0.1%
-0.1% -0.1% Growth % -1.9% 4.0% -0.1% -0.9% 1.5% -0.2% 1.7% -0.2% -1.2% 1.5% 1.7% -2.3% 0.0% -0.3% 0.0% Distributable Cash Flow $26.0 $35.9 $36.3 $55.3 $64.7 $24.1 $35.0 $35.5 $54.1 $63.4 ($1.9) ($0.8) ($0.8) ($1.2) ($1.3) Free Cash Flow $0.4 ($0.0)
$12.4 ($12.4) $0.0 $0.4 ($0.0) $9.1 ($9.1) ($0.0) - - ($3.2) $3.2 - Growth Capital Expenditures 21.6 5.9 10.8 12.6 15.1 22.5 5.9 10.8 12.6 15.1 1.0 - - - - Maintenance Capital Expenditures 33.9 29.6 30.8 24.9 23.5 35.2 29.6 30.8 24.9 23.5 1.3 - - -
- Total Capital Expenditures $55.5 $35.5 $41.6 $37.5 $38.6 $57.7 $35.5 $41.6 $37.5 $38.6 $2.2 - - - - 1. Includes non-cash unit based compensation. Current 2024 Adjusted EBITDA figure includes $2.0 Adjusted EBITDA add-back related to the bridge
allision and oil spill. The Company is currently not adjusting these items in its reported Adjusted EBITDA or 2024 guidance. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring
items per Company management. E refers to Estimated. Source: Company management. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 42
New Page Comparison of Current Projections Versus Projections Dated
6/17/24 (cont.) (dollars in millions) Prior Management Projections Dated 6/17/24 [A] Current Management Projections Dated 7/23/24 [B] Difference [B-A] Calendar Year Ending December 31, Calendar Year Ending December 31, Calendar Year Ending December
31, 2024E 2025E 2026E 2027E 2028E 2024E 2025E 2026E 2027E 2028E 2024E 2025E 2026E 2027E 2028E Terminalling & Storage $37.3 $37.7 $38.1 $38.7 $39.9 $35.4 $37.7 $38.1 $38.7 $39.9 ($1.8) - - - - Growth % 3.8% 1.2% 1.1% 1.5% 3.1% -1.4% 6.5% 1.1%
1.5% 3.1% -5.1% 5.3% - - - Margin % 38.6% 38.3% 37.8% 37.3% 37.5% 36.5% 38.3% 37.8% 37.3% 37.5% -2.1% - - - - Specialty Products 22.1 23.0 22.8 22.5 22.7 22.2 23.0 22.8 22.5 22.7 0.1 - - - - Growth % NMF 4.0% -0.7% -1.5% 0.7% NMF 3.4% -0.7% -1.5%
0.7% NA -0.6% - - - Margin % 7.2% 7.0% 7.2% 7.6% 7.4% 7.5% 7.0% 7.2% 7.6% 7.4% 0.3% - - - - Transportation Services 44.4 40.9 39.6 37.9 38.1 45.4 40.9 39.6 37.9 38.1 0.9 - - - - Growth % -5.1% -7.9% -3.1% -4.3% 0.5% -3.1% -9.8% -3.1% -4.3% 0.5% 2.0%
-1.9% - - - Margin % 18.6% 17.5% 16.8% 16.0% 16.0% 18.7% 17.5% 16.8% 16.0% 16.0% 0.1% - - - - Sulfur Services 27.5 35.0 36.1 36.5 36.8 28.3 35.0 36.1 36.5 36.8 0.7 - - - - Growth % -2.0% 27.3% 3.1% 1.0% 1.0% 0.6% 24.0% 3.1% 1.0% 1.0% 2.6% -3.3% - -
- Margin % 21.6% 26.7% 27.2% 27.2% 27.2% 21.9% 26.7% 27.2% 27.2% 27.2% 0.3% - - - - Unallocated SG&A [1] (16.0) (16.7) (16.9) (16.9) (17.0) (16.0) (17.3) (17.6) (17.9) (18.0) 0.1 (0.6) (0.6) (1.0) (1.0) Bridge Allision and Crude Oil Spill
Adjustment [2] 0.0 0.0 0.0 0.0 0.0 2.0 0.0 0.0 0.0 0.0 2.0 - - - - Total Adjusted EBITDA $115.3 $119.9 $119.8 $118.7 $120.5 $117.3 $119.3 $119.1 $117.7 $119.5 $2.0 ($0.6) ($0.6) ($1.0) ($1.0) 1. Includes non-cash unit based compensation. Current
2024 Adjusted EBITDA figure includes $2.0 Adjusted EBITDA add-back related to the bridge allision and oil spill. The Company is currently not adjusting these items in its reported Adjusted EBITDA or 2024 guidance. 2. Represents $0.5 million related
to the bridge allision in May 2024 and $1.5 million related to the crude oil spill from a crude pipeline connecting the Sandyland Terminal to the Smackover refinery in June 2024. Adjusted EBITDA refers to Earnings Before Interest, Taxes,
Depreciation and Amortization, adjusted for certain non-recurring items per Company management. E refers to Estimated. NA refers to not available. NMF refers to not meaningful figure. Source: Company management. CONFIDENTIAL – PRELIMINARY
– SUBJECT TO FURTHER REVIEW 43
New Page Comparison of Current Projections Versus Projections Dated
6/17/24 (cont.) 2024 Quarterly Capital Expenditures Trend (dollars in millions) Prior Management Projections Dated 6/17/24 [A] Current Management Projections Dated 7/23/24 [B] Difference [B] - [A] Q1-24 Q2-24 H1-24 Q3-24 Q4-24 H2-24 2024E Q1-24
Q2-24 H1-24 Q3-24 Q4-24 H2-24 2024E Q1-24 Q2-24 H1-24 Q3-24 Q4-24 H2-24 2024E Growth Capital Expenditures Terminalling & Storage $0.1 $0.2 $0.3 $0.0 $0.0 $0.0 $0.3 $0.1 $0.1 $0.1 $0.1 $0.0 $0.1 $0.3 - ($0.1) ($0.1) $0.1 - $0.1 $0.0 Specialty
Products 0.9 0.3 1.2 0.0 0.0 0.0 1.2 0.9 0.6 1.5 0.2 0.0 0.2 1.7 - 0.3 0.3 0.2 - 0.2 0.4 Transportation Services 0.0 0.1 0.1 0.0 0.0 0.0 0.1 0.0 0.1 0.1 0.0 0.0 0.0 0.1 - (0.0) (0.0) - - - (0.0) Sulfur Services 5.2 11.3 16.6 2.9 0.6 3.4 20.0 5.2
11.7 16.9 2.9 0.7 3.6 20.5 - 0.3 0.3 - 0.2 0.2 0.5 Total Growth Capital Expenditures $6.2 $11.9 $18.1 $2.9 $0.6 $3.4 $21.6 $6.2 $12.4 $18.6 $3.2 $0.7 $3.9 $22.5 - $0.5 $0.5 $0.3 $0.2 $0.5 $1.0 Maintenance Capital Expenditures Terminalling &
Storage 7.0 4.7 11.7 1.9 0.9 2.8 14.5 7.0 2.0 9.0 3.4 2.1 5.5 14.4 - (2.7) (2.7) 1.4 1.2 2.6 (0.1) Specialty Products 0.2 0.9 1.1 0.3 0.0 0.3 1.4 0.2 0.2 0.4 1.0 0.0 1.0 1.5 - (0.6) (0.6) 0.7 0.0 0.7 0.1 Transportation Services 2.9 3.0 5.9 0.5 2.0
2.6 8.4 2.9 1.7 4.5 2.4 1.5 3.9 8.4 - (1.3) (1.3) 1.8 (0.5) 1.3 (0.0) Sulfur Services 1.1 5.1 6.2 2.7 0.8 3.4 9.6 1.1 3.9 5.0 4.9 1.0 5.9 10.9 - (1.2) (1.2) 2.2 0.3 2.5 1.3 Total Maintenance Capital Expenditures $11.2 $13.6 $24.8 $5.4 $3.7 $9.1
$33.9 $11.2 $7.8 $18.9 $11.6 $4.6 $16.3 $35.2 - ($5.9) ($5.9) $6.2 $0.9 $7.1 $1.3 Total Capital Expenditures $17.4 $25.5 $42.9 $8.3 $4.3 $12.6 $55.5 $17.4 $20.1 $37.5 $14.8 $5.4 $20.2 $57.7 - ($5.4) ($5.4) $6.5 $1.1 $7.6 $2.2 Source: Company
management. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 44
DISCLAIMER 07 05 CONFIDENTIAL – PRELIMINARY – SUBJECT TO
FURTHER REVIEW
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CORPORATE FINANCE FINANCIAL RESTRUCTURING FINANCIAL AND VALUATION
ADVISORY HL.com
PRELIMINARY AND CONFIDENTIAL SUBJECT TO MATERIAL REVISION FOR DISCUSSION
PURPOSES ONLY August 2, 2024 Exhibit (c)(8) Project Augusta Supplemental Discussion Materials for the Conflicts Committee Strictly Confidential. Not for Distribution.
Implied Premiums and Valuation Metrics Conflicts Conflicts Committee
Committee MRMC MRMC counter counter counter counter Initial proposal proposal proposal proposal Offer th 1 nd 1 th 1 rd 1 (July 10 ) (July 2 ) Dollars in millions, except per unit values Price (July 5 ) (July 23 ) Illustrative Common Unit Price
$3.05 $3.20 $3.25 $3.35 $3.50 $3.65 $3.70 $3.80 $3.95 $4.10 $4.25 $4.35 $4.40 $4.55 $4.70 $4.75 Ref. Unit Price Implied Premium to Unaffected Unit Price [2] $3.00 1.7% 6.7% 8.3% 11.7% 16.7% 21.7% 23.3% 26.7% 31.7% 36.7% 41.7% 45.0% 46.7% 51.7% 56.7%
58.3% Implied Premium to Current Unit Price [3] $3.89 -21.6% -17.7% -16.5% -13.9% -10.0% -6.2% -4.9% -2.3% 1.5% 5.4% 9.3% 11.8% 13.1% 17.0% 20.8% 22.1% Implied Unaffected 15 Day VWAP [2][4] $2.95 3.3% 8.4% 10.1% 13.5% 18.5% 23.6% 25.3% 28.7% 33.8%
38.9% 43.9% 47.3% 49.0% 54.1% 59.2% 60.9% Implied Unaffected 30 Day VWAP [2][4] $2.85 7.2% 12.5% 14.2% 17.7% 23.0% 28.3% 30.0% 33.6% 38.8% 44.1% 49.4% 52.9% 54.6% 59.9% 65.2% 66.9% 52 Week High [3][4] $4.13 -26.2% -22.5% -21.3% -18.9% -15.3% -11.6%
-10.4% -8.0% -4.4% -0.7% 2.9% 5.3% 6.5% 10.2% 13.8% 15.0% 52 Week Low [3][4] $2.04 49.5% 56.9% 59.3% 64.2% 71.6% 78.9% 81.4% 86.3% 93.6% 101.0% 108.3% 113.2% 115.7% 123.0% 130.4% 132.8% Implied Market Value of Equity $121.4 $127.4 $129.3 $133.3
$139.3 $145.3 $147.2 $151.2 $157.2 $163.2 $169.1 $173.1 $175.1 $181.1 $187.0 $189.0 Debt as of 6/30/24 [5] $458.1 $458.1 $458.1 $458.1 $458.1 $458.1 $458.1 $458.1 $458.1 $458.1 $458.1 $458.1 $458.1 $458.1 $458.1 $458.1 Cash as of 6/30/24 [5] ($0.1)
($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) Implied Enterprise Value $579.4 $585.4 $587.4 $591.3 $597.3 $603.3 $605.3 $609.2 $615.2 $621.2 $627.2 $631.1 $633.1 $639.1 $645.1 $647.1
Selected Implied Valuation Metrics I 6/30/24 Cash and Debt Balances Implied EV/LTM EBITDA [6] 4.9x 5.0x 5.0x 5.0x 5.1x 5.1x 5.2x 5.2x 5.2x 5.3x 5.3x 5.4x 5.4x 5.4x 5.5x 5.5x Implied EV/2024E EBITDA 4.9x 5.0x 5.0x 5.0x 5.1x 5.1x 5.2x 5.2x 5.2x 5.3x
5.3x 5.4x 5.4x 5.4x 5.5x 5.5x Implied EV/2025E EBITDA 4.9x 4.9x 4.9x 5.0x 5.0x 5.1x 5.1x 5.1x 5.2x 5.2x 5.3x 5.3x 5.3x 5.4x 5.4x 5.4x Implied P/2024E DCF 5.0x 5.3x 5.4x 5.5x 5.8x 6.0x 6.1x 6.3x 6.5x 6.8x 7.0x 7.2x 7.3x 7.5x 7.8x 7.8x Implied P/2025E
DCF 3.5x 3.6x 3.7x 3.8x 4.0x 4.1x 4.2x 4.3x 4.5x 4.7x 4.8x 4.9x 5.0x 5.2x 5.3x 5.4x Note: denotes negotiation related metrics. Note: On May 24, 2024, the Company received a public proposal on behalf of Martin Resources Management Corporation ( MRMC
), the owner of Martin Midstream GP LLC (the General Partner ), for the acquisition of all of the outstanding common units of the Company not already owned by MRMC for $3.05 in cash per unit (the “Initial Offer”). 1. Refers to date
counter proposal was communicated to opposing party. 2. As of 5/23/24. 3. As of 8/1/24. 4. Per Capital IQ. 5. Per Company 10-Q dated 7/23/24. 6. Refers to the Company's publicly reported Adjusted EBITDA as of 6/30/24. Source: Company management and
Capital IQ. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 2
Unit Performance Since the Initial Offer As of August 1, 2024, the
current MRMC proposal price of $3.70 reflected a discount of 4.9% relative to the unit price for the Company. Closing Price and Daily Volume Since Initial Offer Closing Unit Price ($) Daily Volume (millions) Current MRMC Proposal Price [4]: $3.70
Current Unit Price [1]: $3.89 Initial Offer Price [2]: $3.05 Unaffected Price [3]: $3.00 2.0 $4.00 1.5 $3.75 $3.50 1.0 $3.25 $3.00 0.5 $2.75 $2.50 0.0 5/24/24 5/28/24 6/1/24 6/5/24 6/9/24 6/13/24 6/17/24 6/21/24 6/25/24 6/29/24 7/3/24 7/7/24 7/11/24
7/15/24 7/19/24 7/23/24 7/27/24 7/31/24 Daily Trading Volume Company Current Unit Price [1] Initial Offer Price [2] Unaffected Price [3] Current MRMC Proposal Price [4] Trading Volume The Company’s average daily trading volume has increased
~127% since the announcement of the Initial Offer relative to trading volume observed in the 1-month prior period, but remains low. 1-Month Before Initial Offer Since Initial Offer Average Daily Volume: 0.06 million Average Daily Volume: 0.13
million 1 1 VWAP : $2.89 VWAP : $3.49 73.5% 39.5% 27.4% 16.9% 19.1% 6.9% 5.7% 7.4% 3.6% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% $2.60- $2.80- $3.00- $3.20- $3.40- $3.60- $3.80- $4.00- $2.60- $2.80- $3.00- $3.20- $3.40- $3.60- $3.80- $4.00- $2.80 $3.00
$3.20 $3.40 $3.60 $3.80 $4.00 $4.20 $2.80 $3.00 $3.20 $3.40 $3.60 $3.80 $4.00 $4.20 1. As of 8/1/24 close. 2. Per the Initial Offer. 3. Represents closing unit price on 5/23/24, the last full day of trading prior to the announcement of the Initial
Offer. 4. Current MRMC proposed price as communicated on 7/23/24. Source: Capital IQ, Bloomberg and Company press releases. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 3
Recent Selected Wall Street Analyst Commentary (unit prices in actuals)
Date of Report & Analyst Comments Recommendation 7/30/24 “Our $4 price target reflects the buyout proposals by Nut Tree and Caspian. Sidoti’s policy is to state targets as round Sidoti & Company numbers and, in our view, setting
a price target above the latest offer does not seem prudent at this point.” (Risk: Moderate/ $4.00) “Management increased the 2024 CAPEX budget to $58.4 million (from $49.4 million), stalling further improvement to the leverage ratio...
The sizeable capital spend resulted in a free cash outflow of $2.9 million, pushing the leverage ratio higher to 3.88x as of June 7/19/24 30 from 3.81x as of March 31.” Sidoti & Company (Risk: Moderate/ $4.00) “Given the higher
capital spending this year, management expects to exit the year with a leverage ratio near the current 3.88x, further delaying increased distributions for common unitholders.” “While the company did have some impact from Hurricane Beryl,
it was described as minor and non-material from an economic standpoint.” 7/18/24 Stifel (Hold/ $4.00) “MMLP reported 2Q24 results in line with our expectations, despite two incidents occurring in the quarter which negatively impacted the
quarter by $2.0 million as the company incurred insurance deductibles with the two events” 7/12/24 Sidoti & Company “We raise our price target to $4 (from $3) to reflect the new buyout proposal.” (Risk: Moderate/ $4.00) Source:
Wall Street Research. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 4
Comparison of Management Projections vs. Wall Street Analyst Estimates 1
Total Revenue Comparison (FY 2024 – FY 2026) (dollars in millions) %∆ (2.1%) %∆ (2.1%) %∆ 1.0% %∆ 1.0% $1,000.0 $794.1 $781.2 $781.2 $789.3 $763.0 $732.4 $732.4 $800.0 $600.0 $400.0 $200.0 NA NA NA NA NA $0.0 FY 2024 FY
2025 FY 2026 2 Adjusted EBITDA Comparison (FY 2024 – FY 2026) (dollars in millions) %∆ 0.0% %∆ 0.0% %∆ (0.1%) %∆ 0.7% %∆ 1.5% %∆ 0.0% New $150.0 $120.1 $120.1 $119.3 $119.2 $119.5 $118.9 $119.1 $117.3 $116.1
$116.2 $115.9 $100.0 $50.0 NA $0.0 FY 2024 FY 2025 FY 2026 Distributable Cash Flow Comparison (FY 2024 – FY 2026) (dollars in millions) %∆ (10.1%) %∆ (16.2%) %∆ 0.0% %∆ (2.0%) %∆ (2.1%) %∆ (1.9%) New $50.0
$38.7 $35.5 $35.0 $34.6 $34.6 $40.0 $33.2 $27.8 $27.0 $30.0 $24.1 $23.4 $19.8 $20.0 $10.0 NA $0.0 FY 2024 FY 2025 FY 2026 Management Projections Stifel Change since previous materials dated 7/30/24 Wall Street Estimates Sidoti & Company, LLC 1.
Stifel estimates not available for revenue. 2. Adjusted EBITDA shown does not include add-back for stock-based compensation expense. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for unit-based
compensation expense. FY refers to Fiscal Year. Source: Company management and Wall Street Research. CONFIDENTIAL – PRELIMINARY – SUBJECT TO FURTHER REVIEW 5
Disclaimer This presentation, and any supplemental information (written
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“Committee”) of the Board of Directors (the “Board”) of Martin Midstream GP LLC (the “Company”), to whom such materials are directly addressed and delivered by Houlihan Lokey in connection with the
Committee’s consideration of a potential transaction (the “Transaction”) involving the Company. This presentation is incomplete without reference to, and should be considered in conjunction with, any supplemental information
provided by and discussions with Houlihan Lokey in connection therewith. Any defined terms used herein shall have the meanings set forth herein, even if such defined terms have been given different meanings elsewhere in the materials. The materials
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may disclose to any and all persons without limitation of any kind, the tax treatment and tax structure of any transaction and all materials of any kind (including opinions or other tax analyses, if any) that are provided to the Company relating to
such tax treatment and structure. However, any information relating to the tax treatment and tax structure shall remain confidential (and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities
laws. For this purpose, the tax treatment of a transaction is the purported or claimed U.S. income or franchise tax treatment of the transaction and the tax structure of a transaction is any fact that may be relevant to understanding the purported
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the Committee. The materials necessarily are based on financial, economic, market and other conditions as in effect on, and the information available to Houlihan Lokey as of, the date of the materials. Although subsequent developments may affect the
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intended to provide the sole basis for evaluation of the Transaction and do not purport to contain all information that may be required. The materials do not address the underlying business decision of the Company or any other party to proceed with
or effect the Transaction, or the relative merits of the Transaction as compared to any alternative business strategies or transactions that might be available for the Company or any other party. The materials do not constitute any opinion, nor do
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Lokey and its affiliates. The preparation of the materials was a complex process involving quantitative and qualitative judgments and determinations with respect to the financial, comparative and other analytic methods employed and the adaption and
application of these methods to the unique facts and circumstances presented and, therefore, is not readily susceptible to partial analysis or summary description. Furthermore, Houlihan Lokey did not attribute any particular weight to any analysis
or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Each analytical technique has inherent strengths and weaknesses, and the nature of the available information may
further affect the value of particular techniques. Accordingly, the analyses contained in the materials must be considered as a whole. Selecting portions of the analyses, analytic methods and factors without considering all analyses and factors
could create a misleading or incomplete view. The materials reflect judgments and assumptions with regard to industry performance, general business, economic, regulatory, market and financial conditions and other matters, many of which are beyond
the control of the participants in the Transaction. Any estimates of value contained in the materials are not necessarily indicative of actual value or predictive of future results or values, which may be significantly more or less favorable. Any
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CORPORATE FINANCE FINANCIAL RESTRUCTURING FINANCIAL AND VALUATION
ADVISORY HL.com
CONFIDENTIAL Exhibit (c)(9) October 3, 2024 Project Augusta Discussion
Materials for the Conflicts Committee
EXECUTIVE SUMMARY 3 01 9 FINANCIAL ANALYSES 02 20 PREMIUMS PAID DATA 03
24 APPENDIX 04 25 Public Market Observations 31 Weighted Average Cost of Capital 36 Selected Benchmarking Data 45 DISCLAIMER 05
EXECUTIVE SUMMARY 01 01
Changes Since Materials Dated 7/30/24 FINANCIAL INFORMATION • The
Company has provided revised projections, which have been summarized on the following pages • Company management has (i) revised the go forward estimate of the “Due from Affiliates” balance to ~$14.4 million (vs. $7.2 million
previously) which has resulted in a net working capital balance increase of ~$6.7 million across the projection period and (ii) incorporated July 2024 results MARKET PRICING UPDATE • We have updated market pricing in the analysis to 10/1/24,
compared to 7/26/24 in the previous materials • Certain selected companies have reported second quarter financial results SELECTED COMPANIES OBSERVATIONS AND ANALYSIS • Tier 1 selected companies average Adjusted EBITDA multiples
increased ~0.3x and ~0.1x for CY 2024E and CY 2025E, respectively • Tier 2 selected companies average Adjusted EBITDA multiples increased ~0.1x for CY 2024E and remained unchanged for CY 2025E • All selected companies average Adjusted
EBITDA multiples increased ~0.2x for CY 2024E and remained unchanged for CY 2025E • No changes have been made to the selected multiple range in the selected companies analysis DISCOUNTED CASH FLOW ANALYSIS • No changes have been made to
the Terminal Multiple selected range • No changes have been made to the selected WACC range – The risk-free rate of return decreased to 4.19% from 4.53% in the previous materials – The selected unlevered beta increased to 0.59 from
0.55 in the previous materials – The computed weighted average cost of capital decreased 0.2% when excluding corporate taxes and decreased 0.2% when including corporate taxes compared to the previous materials 4
Comparison of Current Projections Versus Projections Dated 7/23/24
(dollars in millions) Prior Management Projections Dated 7/23/24 [A] Current Management Projections Dated 10/1/24 [B] Difference [B-A] Calendar Year Ending December 31, Calendar Year Ending December 31, Calendar Year Ending December 31, 2024E 2025E
2026E 2027E 2028E 2024E 2025E 2026E 2027E 2028E 2024E 2025E 2026E 2027E 2028E Total Revenue $763.0 $794.1 $789.3 $772.9 $784.9 $761.0 $794.1 $789.3 $772.9 $784.9 ($1.9) - - - - Growth % -8.5% 4.1% -0.6% -2.1% 1.6% -8.8% 4.3% -0.6% -2.1% 1.6% -0.2%
0.3% - - - Adjusted EBITDA [1][2] $117.3 $119.3 $119.1 $117.7 $119.5 $117.4 $119.3 $119.1 $117.7 $119.5 $0.0 - - - - Margin % 15.4% 15.0% 15.1% 15.2% 15.2% 15.4% 15.0% 15.1% 15.2% 15.2% 0.0% - - - - Growth % -0.2% 1.7% -0.2% -1.2% 1.5% -0.2% 1.7%
-0.2% -1.2% 1.5% - - - - - Growth Capital Expenditures 22.5 5.9 10.8 12.6 15.1 22.5 5.9 10.8 12.6 15.1 - - - - - Maintenance Capital Expenditures 35.2 29.6 30.8 24.9 23.5 35.2 29.6 30.8 24.9 23.5 - - - - - Total Capital Expenditures $57.7 $35.5
$41.6 $37.5 $38.6 $57.7 $35.5 $41.6 $37.5 $38.6 - - - - - Net Debt $442.9 $413.0 $390.4 $367.3 $319.7 $455.0 $426.0 $404.3 $382.2 $335.7 $12.1 $13.0 $13.9 $14.9 $16.0 Net Working Capital [3] $53.6 $51.7 $51.8 $52.3 $52.8 $60.3 $58.4 $58.5 $59.0
$59.5 $6.8 $6.7 $6.7 $6.7 $6.7 1. Includes non-cash unit based compensation. 2. 2024 includes $2.0 million adjustment that represents $0.5 million related to the bridge allision and $1.5 million related to the crude oil spill from a crude pipeline
connecting the Sandyland Terminal to the Smackover refinery. 3. Excludes working capital related to accrued interest. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items
per Company management. E refers to Estimated. Source: Company management. 5
Revised for 9/30 financials and pricing as of 10/1/24 Implied Premiums
and Valuation Metrics Dollars in millions, except per unit values Conflicts Conflicts Conflicts Committee Committee Committee MRMC MRMC counter counter counter counter counter Initial Merger proposal proposal proposal proposal proposal Offer 2 nd 1
th 1 nd 1 th 1 rd 1 Consideration (August 2 ) (July 10 ) (July 2 ) Price (July 5 ) (July 23 ) Illustrative Common Unit Price $3.05 $3.25 $3.70 $4.02 $4.25 $4.35 $4.75 Ref. Unit Price Implied Premium to Unaffected Unit Price [3] $3.00 1.7% 8.3% 23.3%
34.0% 41.7% 45.0% 58.3% Implied Premium to Current Unit Price [4] $3.67 -16.9% -11.4% 0.8% 9.5% 15.8% 18.5% 29.4% Implied Unaffected 15 Day VWAP [3][5] $2.95 3.3% 10.1% 25.3% 36.2% 43.9% 47.3% 60.9% Implied Unaffected 30 Day VWAP [3][5] $2.85 7.2%
14.2% 30.0% 41.3% 49.4% 52.9% 66.9% 52 Week High [4][5] $4.13 -26.2% -21.3% -10.4% -2.7% 2.9% 5.3% 15.0% 52 Week Low [4][5] $2.04 49.5% 59.3% 81.4% 97.1% 108.3% 113.2% 132.8% Implied Market Value of Equity $121.4 $129.3 $147.2 $160.0 $169.1 $173.1
$189.0 Debt and Capital Leases as of 9/30/24 [6] $486.5 $486.5 $486.5 $486.5 $486.5 $486.5 $486.5 Cash as of 9/30/24 [6] ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) ($0.1) Implied Enterprise Value $607.8 $615.8 $633.7 $646.4 $655.6 $659.6 $675.5
Selected Implied Valuation Metrics I 9/30/24 Cash and Debt Balances 5.2x 5.2x 5.4x 5.5x 5.6x 5.6x 5.8x Implied EV/LTM EBITDA [7] Implied EV/2024E EBITDA 5.2x 5.2x 5.4x 5.5x 5.6x 5.6x 5.8x Implied EV/2025E EBITDA 5.1x 5.2x 5.3x 5.4x 5.5x 5.5x 5.7x
Implied P/2024E DCF 5.2x 5.5x 6.3x 6.8x 7.2x 7.4x 8.1x Implied P/2025E DCF 3.6x 3.8x 4.3x 4.7x 5.0x 5.1x 5.5x Note: On May 24, 2024, the Company received a public proposal on behalf of Martin Resources Management Corporation ( MRMC ), the owner of
Martin Midstream GP LLC (the General Partner ), for the acquisition of all of the outstanding common units of the Company not already owned by MRMC for $3.05 in cash per unit (the “Initial Offer”). 1. Refers to date counter proposal was
communicated to opposing party. 2. Per the Agreement. 3. As of 5/23/24. 4. As of 10/1/24. 5. Per Capital IQ. 6. Per Company management. 7. Refers to the Company's publicly reported Adjusted EBITDA as of 6/30/24. Source: Company management and
Capital IQ. 6
Revised for pricing as of 10/1/24 Unit Performance Since the Offer As of
Oct. 1, 2024, the Merger Consideration of $4.02 reflected a premium of 9.5% relative to the unit price for the company. Closing Price and Daily Volume Since Offer Closing Unit Price ($) Daily Volume (millions) Current Unit Price [1]: $3.67
Unaffected Price [3]: $3.00 Merger Consideration [4]: $4.02 Initial Offer Price [2]: $3.05 1.4 $4.00 1.2 $3.75 1.0 $3.50 0.8 $3.25 0.6 $3.00 0.4 $2.75 0.2 $2.50 0.0 5/24/24 6/24/24 7/24/24 8/24/24 9/24/24 Daily Trading Volume Company Current Unit
Price [1] Initial Offer Price [2] Unaffected Price [3] Merger Consideration [4] Trading Volume The Company’s average daily trading volume has increased ~60% since the announcement of the Offer relative to trading volume observed in the 1-month
prior period, but remains low. 1-Month Before Offer Since Offer Average Daily Volume: 0.06 million Average Daily Volume: 0.09 million 1 1 VWAP : $2.89 VWAP : $3.52 74.8% 43.6% 20.7% 14.5% 19.1% 13.3% 4.4% 6.2% 3.5% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
$2.60- $2.80- $3.00- $3.20- $3.40- $3.60- $3.80- $4.00- $2.60- $2.80- $3.00- $3.20- $3.40- $3.60- $3.80- $4.00- $2.80 $3.00 $3.20 $3.40 $3.60 $3.80 $4.00 $4.20 $2.80 $3.00 $3.20 $3.40 $3.60 $3.80 $4.00 $4.20 1. As of 10/1/24 close. 2. Per the Offer.
3. Represents closing unit price on 5/23/24, the last full day of trading prior to the announcement of the Offer. 4. Per the Agreement. Source: Agreement, Capital IQ, Bloomberg and Company press releases. 7
New Page 1 Summary of Selected Transaction Terms OTHER PARTIES TO THE
TRANSACTION: • Parent, its subsidiaries, and each of Senterfitt, Mr. Martin, and Mr. • Martin Resource Management Corporation, a Texas corporation Bondurant (collectively, the “Support Agreement Counterparties”),
(“Parent”) will enter into a Support Agreement (the “Support Agreements”) concurrently with the execution of the Merger Agreement, • MRMC Merger Sub LLC, a Delaware limited liability company and pursuant to which, the
Support Agreement Counterparties agree wholly owned Subsidiary of Parent (“Merger Sub”) to vote their respective common units in favor of the Merger • Martin Midstream Partners L.P., a Delaware limited partnership Agreement, the
Merger, and the other transactions contemplated (the “Partnership”) by the Merger Agreement on the terms and subject to the conditions provided for in the Support Agreements • Martin Midstream GP LLC, a Delaware limited liability
company and the general partner of the Partnership (the “General Partner”) • Outside Date: March 31, 2025 FORM OF CONSIDERATION: • Parent and the Partnership agree to each pay one-half of any filing fees and other costs and
expenses relating to the preparation and • Cash filing of any filing with a governmental authority TRANSACTION CONSIDERATION: • Merger Consideration: $4.02 per Common Unit TERMINATION FEE & EXPENSES • Parent Termination Fee:
$6.0 million • Partnership Termination Fee: $2.5 million • Parent Expense Reimbursement: up to $5.0 million • Partnership Expense Reimbursement: up to $5.0 million CERTAIN CLOSING CONDITIONS: (2) • Affirmative vote or consent
of the holders of a Unit Majority at the Partnership Unitholder Meeting 1. This summary is intended only as an overview of selected terms and is not intended to cover all terms or details of the Transaction. 2. As defined in the Partnership
Agreement. Source: Execution version of the Agreement and Plan of Merger (the “Agreement ). 8
FINANCIAL ANALYSES 02 02
New Page Summary of Transaction Value (dollars and unit in millions,
except per unit values) Selected Transaction Information Merger Consideration [1] $4.02 Common Units Outstanding [2] 39.8 Fully-Diluted Units 39.8 Implied Transaction Equity Value $160.0 Total Debt and Capital Leases as of 9/30/24 [3] 486.5 Implied
Transaction Total Enterprise Value $646.5 Cash and Cash Equivalents as of 9/30/24 [3] (0.1) Implied Transaction Enterprise Value $646.4 Selected Capitalized Indications and Implied Transaction Multiples Selected Market Approach Information Implied
EV / Adjusted EBITDA Corresponding Implied Selected Companies Analysis Transaction Multiples Base Amount [3] Multiple Low High Median Mean CY 2024E $117.4 5.5x 3.4x 10.7x 4.8x 5.9x CY 2025E $119.3 5.4x 2.8x 8.5x 5.3x 5.3x Implied Premiums
Corresponding Implied Implied Transaction Premia Base Amount Premium Unaffected Unit Price [4] $3.00 34.0% Unaffected 30 Day VWAP [4] $2.85 41.3% 1. Per the Agreement. 2. Represents ~39.0 million common units and ~0.8 million general partner units
outstanding, per Company management. 3. Per Company management. 4. As of 5/23/24. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items. CY refers to Calendar Year. E
refers to Estimated. EV refers to Enterprise Value. Sources: Company management and public filings. 10
Indicates change in implied per unit Financial Analyses Summary
reference since 7/30/24 materials (dollars per unit in actuals) $(0.32) - $(0.31) $6.00 $(0.29) - $(0.29) $(0.33) - $(0.33) $5.22 $0.00 - $0.31 $(0.34) - $(0.34) $5.00 1 $4.49 Merger Consideration $4.23 $4.13 $4.02 $4.00 $4.00 $3.76 2 Current Unit
Price $3.60 $3.67 3 Unaffected Unit Price $3.00 $3.00 $3.00 $2.33 $2.00 $2.04 $1.56 $1.00 $1.23 $0.71 $0.00 Selected Companies Selected Companies Discounted Cash Discounted Cash Pre-Announcement 52-Week Low to High Analysis Analysis Flow Analysis
Flow Analysis Wall Street Analyst Target [Reference Only] CY 2024E CY 2025E Terminal Multiple Terminal Multiple Range [6] Adjusted EBITDA Adjusted EBITDA 4.25x - 5.25x 4.25x - 5.25x [Reference Only] 4.50x - 5.50x 4.25x - 5.25x WACC WACC [4] [5]
10.25% - 12.25% 9.50% - 11.50% 7 8 Excluding Corporate Taxes Including Corporate Taxes Note: Transaction approach not utilized due to insufficient transactions with available metrics and similarity to the Company and its operating segments. Note: No
particular weight was attributed to any analysis. 1. Per the Agreement. 2. Reflects closing price per common unit as of 10/1/24. 3. Reflects closing price per common unit as of 5/23/24, the last trading day prior to publication of unsolicited
non-binding proposal. 4. Per Sidoti & Company and Stifel research reports dated 4/22/24 and 4/18/24, respectively. 5. The $4.00 unit price target is rounded based on a calculated unit price of $3.60 derived from 4.0x FCF per unit estimated of
$0.90, per Sidoti & Company report dated 4/22/24. 6. As of 10/1/24. 7. Per Company management, the Company only pays taxes for non-qualifying income associated with Martin Transport, which does not have any associated debt. 8. Corporate tax rate
of 21.0% utilized for purpose of the analysis. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items; CY refers to Calendar Year; E refers to Estimated. Sources: Company
management, Capital IQ, public filings and Company press releases. 11 Implied Per Unit Reference Range
Revised for 9/30/24 financials Financial Analyses Summary (cont.) and
Current Projections (dollars and units in millions, except per unit values) Excluding Corporate Taxes [1] Including Corporate Taxes [2] Selected Companies Selected Companies Discounted Cash Discounted Cash Analysis Analysis Flow Analysis Flow
Analysis CY 2024E CY 2025E Terminal Multiple Terminal Multiple Adjusted EBITDA Adjusted EBITDA 4.25x -- 5.25x 4.25x -- 5.25x Discount Rate Discount Rate Corresponding Base Amount $117.4 $119.3 10.25% -- 12.25% 9.50% -- 11.50% Selected Multiples
Range 4.50x -- 5.50x 4.25x -- 5.25x Implied Enterprise Value Reference Range $528.1 -- $645.4 $507.1 -- $626.5 $586.7 -- $699.5 $555.9 -- $670.6 Cash and Cash Equivalents as of 9/30/24 [3] 0.1 -- 0.1 0.1 -- 0.1 0.1 -- 0.1 0.1 -- 0.1 Implied Total
Enterprise Value Reference Range $528.1 -- $645.5 $507.2 -- $626.5 $586.8 -- $699.6 $556.0 -- $670.7 Total Debt and Capital Leases as of 9/30/24 [3] ($486.5) -- ($486.5) ($486.5) -- ($486.5) ($486.5) -- ($486.5) ($486.5) -- ($486.5) Working Capital
Adjustment [4] 15.0 -- 15.0 15.0 -- 15.0 0.0 -- 0.0 0.0 -- 0.0 Implied Total Equity Value Reference Range Pre-Contingent Liability $56.6 -- $174.0 $35.7 -- $155.0 $100.3 -- $213.1 $69.5 -- $184.2 Contingent Liability [5] (7.5) -- (5.5) (7.5) --
(5.5) (7.5) -- (5.5) (7.5) -- (5.5) Implied Total Equity Value Reference Range $49.1 -- $168.5 $28.2 -- $149.5 $92.8 -- $207.6 $62.0 -- $178.7 Units Outstanding [6] 39.8 -- 39.8 39.8 -- 39.8 39.8 -- 39.8 39.8 -- 39.8 Implied Per Unit Reference Range
$1.23 -- $4.23 $0.71 -- $3.76 $2.33 -- $5.22 $1.56 -- $4.49 1. Per Company management, the Company only pays taxes for non-qualifying income associated with Martin Transport, which does not have any associated debt. 2. Corporate tax rate of 21.0%
utilized for purpose of the analysis. 3. Per Company management. 4. The selected companies approach reflects the excess balance of Due from Affiliates as of 9/30/24 vs. the go forward estimate of ~$14.4 million per Company management. 5. Refers to
the Company's potential financial exposure associated with certain litigation related matters and potential insurance claims related to the oil spill that occurred on 6/15/24 and Marine bridge incident that occurred on 5/15/24, per Company
management. 6. Represents ~39.0 million common units and ~0.8 million units to account for the General Partner's 2% economic interest, per Company 10-Q dated 7/23/24. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and
Amortization, adjusted for certain non-recurring items. CY refers to Calendar Year. E refers to Estimated. Source: Company management. 12
Selected Historical and Projected Financial Information Revised for
Current Projections Consolidated and July 2024 actuals Calendar Year Ended December 31, LTM Ended Calendar Year Ending December 31, CAGR 7/31/24 [1] 2022A [1] 2023A [1] 2024E 2025E 2026E 2027E 2028E 2023A to 2028E (dollars in millions, except per
unit figures) Total Revenue $1,073.7 $834.3 $757.0 $761.0 $794.1 $789.3 $772.9 $784.9 -1.2% A Growth % 15.8% NMF -8.8% 4.3% -0.6% -2.1% 1.6% Total Cost of Products Sold (675.1) (423.1) (335.5) (345.9) (378.4) (367.2) (346.5) (353.9) Gross Profit
$398.6 $411.1 $421.5 $415.1 $415.7 $422.0 $426.4 $431.0 Margin % 37.1% 49.3% 55.7% 54.5% 52.4% 53.5% 55.2% 54.9% Total Operating Expenses ($254.8) ($254.9) ($261.5) ($259.4) ($255.0) ($261.0) ($265.8) ($267.9) Total SG&A [2] (41.9) (40.9) (41.6)
(40.4) (42.3) (43.2) (44.1) (44.9) Other Income (Expense) [3] (0.0) 0.1 0.0 0.0 0.9 1.3 1.3 1.3 Note: The Company is currently not Net loss associated with Butane optimization business 20.0 2.3 - - - - - - Bridge Allision and Crude Oil Spill
Adjustment [4] - - 2.0 2.0 - - - - adjusting these items in its reported Adjusted EBITDA $121.9 $117.6 $120.4 $117.4 $119.3 $119.1 $117.7 $119.5 0.3% A Adjusted EBITDA or 2024 guidance Margin % 11.4% 14.1% 15.9% 15.4% 15.0% 15.1% 15.2% 15.2% Growth
% 6.4% -3.5% -0.2% 1.7% -0.2% -1.2% 1.5% Other Adjustments [5] ($7.2) ($15.1) (2.0) - - - - Cash Interest ($50.5) ($54.1) ($52.4) ($50.5) ($48.6) ($34.7) ($28.9) Non-Cash Unit-Based Compensation $0.2 $0.2 $0.2 $0.2 $0.2 $0.2 $0.2 Cash Taxes ($2.2)
($1.7) ($4.5) ($5.2) ($5.3) ($5.1) ($5.1) Maintenance Capex ($24.3) ($29.1) ($35.2) ($29.6) ($30.8) ($24.9) ($23.5) Distributable Cash Flow $37.9 $17.7 $23.4 $34.1 $34.6 $53.2 $62.3 Other Adjustments [6] ($12.9) $2.6 - - - - - Phantom Stock - -
($2.0) $1.5 ($1.6) - - Working Capital ($17.4) $78.5 ($10.8) $2.0 ($0.1) ($12.7) ($0.5) Growth Capex ($6.9) ($11.0) ($22.5) ($5.9) ($10.8) ($12.6) ($15.1) B Proceeds from Asset Sales $7.8 $5.5 $1.8 $0.3 $0.3 $0.3 $0.6 Free Cash Flow Before
Distributions $8.6 $93.2 ($10.1) $32.0 $22.4 $28.2 $47.3 C Distributions ($0.8) ($0.8) ($0.8) ($0.8) ($0.8) ($0.8) ($0.8) Free Cash Flow After Distributions $7.8 $92.5 ($10.9) $31.2 $21.6 $27.4 $46.5 Revolver Draw / (Paydown) ($6.8) ($131.1) $11.3
($29.0) ($21.6) $177.9 ($46.5) High Yield Issuance (Redemptions) ($0.6) $54.9 - - - ($200.0) - D Other [7] ($0.3) ($16.2) $0.1 ($2.2) -- ($5.3) -- Free Cash Flow ($0.0) $0.0 $0.4 ($0.0) $0.0 $0.0 ($0.0) Additional Financial Information Net Income
($10.3) ($4.5) $7.1 $5.6 $16.2 $14.7 $25.4 $34.1 Total Capital Expenditures $31.1 $40.1 $57.1 $57.7 $35.5 $41.6 $37.5 $38.6 Decrease (Increase) in Net Working Capital [8] ($48.0) $75.7 ($12.0) $1.9 ($0.1) ($0.5) ($0.5) Annual Distributions per unit
$0.02 $0.02 $0.02 $0.02 $0.02 $0.02 $0.02 $0.02 Net Debt $516.1 $442.4 $455.0 $426.0 $404.3 $382.2 $335.7 A B C D 2024 growth capital expenditures mainly related to Sulfur Services segment (ELSA JV $18 $400 mm High Yield Notes redeemed post
expiration of See following page Distributions per unit mm and Seneca warehouse expansion $2 mm). 2025-2027 growth capital expenditures the call premium period in February 2027. Redemption for details and held constant across the ~80-90%
attributable to Specialty Storage, with 2028 growth spend split between financed by a $177.9 mm new revolver drawdown and commentary. projection period. Specialty Storage and Land Transportation. $200 mm of new 8.5% notes. Note: Historical and
projected revenue, costs and expenses exclude intercompany eliminations. 1. CY 2022A, CY 2023A, and LTM Adj. EBITDA shown proforma for Company's exit from the Butane optimization business. CY 2022A, CY 2023A, and LTM revenue not adjusted for the
exit from the Butane optimization business. 2. Includes non-cash unit based compensation. 3. Includes (i) preferred distribution from ELSA JV of $0.9 million/year from 2025E to 2028E and (ii) excess common distributions of $0.4 million/year from
2026E to 2028E. 4. Represents $0.5 million related to the bridge allision in May 2024 and $1.5 million related to the crude oil spill from a crude pipeline connecting the Sandyland Terminal to the Smackover refinery in June 2024. 5. Includes net
loss and non-cash adjustments related to the Butane optimization business, bridge allision, and crude oil spill from a crude pipeline connecting the Sandyland Terminal to the Smackover refinery. 6. Includes non-cash adjustments related to the Butane
optimization business. In 2023, also includes early extinguishment of debt adjustment. 7. Includes certain debt securities related expenses. 8. Excludes accrued interest. A refers to Actual; Adjusted EBITDA refers to Earnings Before Interest, Taxes,
Depreciation and Amortization, adjusted for certain non-recurring items; CAGR refers to Compound Annual Growth Rate; CY refers to Calendar Year; E refers to Estimated; LTM refers to Latest 12 Months; NA refers to not available; NMF refers to not
meaningful figure. Source: Company management. 13
Selected Historical and Projected Financial Information (cont.) Revised
for Current Projections Segment Level Detail Calendar Year Ending December 31, CAGR 2022A [1] 2023A [1] 2024E 2025E 2026E 2027E 2028E 2023A to 2028E (dollars in millions) Terminalling & Storage $229.9 $95.5 $97.1 $98.6 $100.9 $103.6 $106.3 2.2%
E Growth % 22.9% -58.5% 1.7% 1.5% 2.4% 2.7% 2.6% Specialty Products 404.4 348.5 290.8 330.8 319.0 297.6 304.6 -2.7% F Growth % -3.7% NMF NMF 13.8% -3.6% -6.7% 2.4% Transportation Services 239.3 240.9 243.0 233.5 236.4 237.5 238.4 -0.2% G Growth %
48.5% 0.7% 0.8% -3.9% 1.3% 0.5% 0.4% Sulfur Services 200.0 149.4 130.2 131.3 132.9 134.2 135.6 -1.9% H Growth % 25.9% -25.3% -12.8% 0.8% 1.3% 1.0% 1.0% Total Revenue $1,073.7 $834.3 $761.0 $794.1 $789.3 $772.9 $784.9 -1.2% Growth % 15.8% NMF -8.8%
4.3% -0.6% -2.1% 1.6% Terminalling & Storage $47.4 $35.9 $34.9 $37.7 $38.1 $38.7 $39.9 2.1% E Growth % 8.9% -24.2% -2.9% 8.1% 1.1% 1.5% 3.1% Margin % 20.6% 37.6% 35.9% 38.3% 37.8% 37.3% 37.5% Specialty Products 18.7 9.9 21.9 23.0 22.8 22.5 22.7
18.0% F Growth % NMF NMF NMF 5.1% -0.7% -1.5% 0.7% Margin % 4.6% 2.8% 7.5% 7.0% 7.2% 7.6% 7.4% Transportation Services 54.9 46.8 45.9 40.9 39.6 37.9 38.1 -4.0% G Growth % 128.0% -14.7% -1.9% -10.9% -3.1% -4.3% 0.5% Margin % 22.9% 19.4% 18.9% 17.5%
16.8% 16.0% 16.0% Sulfur Services 30.7 28.1 28.1 35.0 36.1 36.5 36.8 5.6% H Growth % -10.3% -8.6% 0.1% 24.7% 3.1% 1.0% 1.0% Margin % 15.4% 18.8% 21.6% 26.7% 27.2% 27.2% 27.2% Unallocated SG&A [2] (16.9) (16.0) (15.4) (17.3) (17.6) (17.9) (18.0)
LCM Adjustment & Other Non Cash Adjustments [3] (12.9) 12.9 - - - - - Bridge Allision and Crude Oil Spill Adjustment [4] - - 2.0 - - - - Total Adjusted EBITDA $121.9 $117.6 $117.4 $119.3 $119.1 $117.7 $119.5 0.3% E F G H Growth across projection
period driven Grease and Lubricant business projected to maintain an Revenue and EBITDA decline in 2027 Revenue growth primarily driven by the by incremental growth capital EBITDA margin of 17% and 12% respectively. Propane and 2028 primarily due to
the Brian ramp up of ELSA JV in October 2024 expenditures in 2025, 2026, 2027 and related contributions assumed relatively constant at $2.4 Hamilton tow boat being retired in June followed by subsequent throughput 2028 partially offset by assumed
– $2.5 mm during the 2024 – 2028 period. NGL related 2027. Day rates for dirty and clean growth assumed in 2025. Additionally, volume decline related to Spindletop. contributions decrease from $1.0 mm in 2025 to $0.2 barges held constant
at $10,500 and 2024-2025 EBITDA growth driven by Growth capex assumed to be invested mm in 2028 due to a projected decrease in volumes from $9,500 per day respectively across the assumed normalization of the EBITDA at 5.0x EBITDA multiple. 90.4 mm
gallons in 2025 to 65.3 mm gallons in 2028. 2025-2028 period. margin related to the fertilizer business. Note: Historical and projected revenue, costs and expenses exclude intercompany eliminations. 1. CY 2022A and CY 2023A Adj. EBITDA shown
proforma for Company's exit from the Butane optimization business. CY 2022A and CY 2023A revenue not adjusted for the exit from the Butane optimization business. 2. Includes non-cash unit-based compensation. 3. Non-cash adjustments related to the
Butane optimization business. 4. Represents $0.5 million related to the bridge allision in May 2024 and $1.5 million related to the crude oil spill from a crude pipeline connecting the Sandyland Terminal to the Smackover refinery in June 2024. A
refers to Actual; CAGR refers to Compound Annual Growth Rate; CY refers o Calendar Year; E refers to Estimated; LCM refers to Lower of Cost or Market; NMF refers to not meaningful figure. Source: Company management. 14
Revised for market pricing and updated Selected Companies Analysis
Company financials where available Enterprise Value [1] to (dollars in millions, except per share values) Share Equity Market Enterprise Adjusted EBITDA Tier 1 Price [2] Value [2] [3] Value [2] [3] CY 2024E [4] CY 2025E [4] Adams Resources &
Energy, Inc. $27.39 $73.9 $73.6 3.4x [5] 2.8x [5] Ardmore Shipping Corporation $18.09 $772.3 $806.1 4.1x 5.4x Genesis Energy, L.P. $13.50 $1,653.3 [6] $6,796.9 10.7x 8.5x Navios Maritime Partners L.P. $62.29 $1,918.9 [7] $3,567.8 4.4x 3.8x NGL
Energy Partners LP $4.50 $596.3 [8] $4,484.2 7.0x 6.4x Tsakos Energy Navigation Limited $25.00 $737.6 $2,054.1 4.8x 3.9x Low 3.4x 2.8x High 10.7x 8.5x Median 4.6x 4.7x Mean 5.7x 5.1x Tier 2 Delek Logistics Partners, LP $43.80 $2,069.4 [6][9]
$3,860.6 9.2x 8.2x Mullen Group Ltd. $10.45 $1,008.2 [10] $1,344.8 5.6x 5.3x Oil States International, Inc. $4.64 $306.9 $406.7 4.8x 3.9x Ranger Energy Services, Inc. $12.15 $276.0 $278.5 3.8x 2.8x RPC, Inc. $6.61 $1,444.6 $1,187.6 4.7x 4.1x
Suburban Propane Partners, L.P. $18.27 $1,191.2 [6] $2,388.8 8.9x 8.1x World Kinect Corporation $30.79 $1,825.8 $2,185.5 6.0x 5.3x Low 3.8x 2.8x High 9.2x 8.2x Median 5.6x 5.3x Mean 6.1x 5.4x All Selected Companies Low 3.4x 2.8x High 10.7x 8.5x
Median 4.8x 5.3x Mean 5.9x 5.3x Current Company | Consensus Estimates [11] $3.67 $146.1 $632.5 5.4x 5.3x $3.67 $146.1 $632.5 5.4x 5.3x Company | Management Projections [12] Unaffected [13] $3.00 $119.4 $581.3 5.0x 4.9x Company | Consensus Estimates
[11] $3.00 $119.4 $581.3 5.0x 4.9x Company | Management Projections [12] Note: No company used in this analysis for comparative purposes is identical to Company. 1. Enterprise Value equals equity market value + debt outstanding + preferred stock +
minority interests – cash and cash equivalents. 2. Based on closing prices as of 10/1/24. 3. Based on diluted shares. 4. Multiples based on forward looking financial information have been calendarized to Company’s fiscal year end of
December 31st. 5. Represents Adjusted EBITDA estimates per Capital IQ. 6. General partner interest is non-economic. 7. Includes ~2% general partner interest. 8. Includes 0.1% general partner interest. 9. Enterprise Value is shown pro forma for
Delek's acquisition of H2O Midstream, closed 9/12/24. 10. Shown pro forma for private notes placement closed 7/10/24. 11. Adjusted EBITDA for forward periods reflects consensus analyst estimates excludes stock-based compensation expense addback. 12.
Adjusted EBITDA for forward periods reflects Company projections. 13. Represents figures as of 5/23/24, the last full day of trading prior to the announcement of the Initial Offer. Adjusted EBITDA refers to Earnings Before Interest, Taxes,
Depreciation and Amortization, adjusted for certain non-recurring items; CY refers to Calendar Year; E refers to Estimated; FY refers to Fiscal Year. Sources: Bloomberg, Capital IQ, and public filings. 15
Revised for current projections Selected Companies Analysis and
Benchmarking and consensus estimates Enterprise Value [1] to CY 2024E Adjusted EBITDA 12.0x 10.7x 10.0x 9.2x 8.0x Median: Median: 6.0x 2 Company 4.6x 5.6x 5.4x 4.0x 3.8x 3.4x 2.0x 0.0x Tier 1 [3] Tier 2 [3] CY 2023 to CY 2025E Adjusted EBITDA CAGR
(LTM Adj. EBITDA - Int. Expense - Capex) / LTM Adj. EBITDA 6.5% 46.1% 4.1% 16.7% 9.3% 0.7% Company Tier 1 Median Tier 2 Median Company Tier 1 Median Tier 2 Median 1. Enterprise Value equals equity market value + debt outstanding + preferred stock +
minority interests – cash and cash equivalents. 2. Adjusted EBITDA for forward periods reflects consensus analyst estimates excludes stock-based compensation expense addback. 3. Low and high multiples per range shown on the Selected Companies
Analysis page. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items. CAGR refers to Compound Annual Growth Rate; Capex refers to Capital Expenditures; CY refers to
Calendar Year; E refers to Estimated; Int. Expense refers to Interest Expense; LTM refers to Latest 12 Months. Sources: Bloomberg, Capital IQ, Company management and public filings. 16
Revised for Current Projections Discounted Cash Flow Analysis Excluding
Corporate Taxes (dollars in millions, except per unit values) Projected Calendar Year Ending December 31, 2024E [1] 2025E 2026E 2027E 2028E Total Revenue $189.6 $794.1 $789.3 $772.9 $784.9 Growth % 4.3% -0.6% -2.1% 1.6% Total Cost of Products Sold
(88.2) (378.4) (367.2) (346.5) (353.9) Total Operating Expenses (64.0) (255.0) (261.0) (265.8) (267.9) Total SG&A [2] (9.9) (42.3) (43.2) (44.1) (44.9) Other Income (Expense) [3] 0.0 0.9 1.3 1.3 1.3 Adjusted EBITDA $27.5 $119.3 $119.1 $117.7
$119.5 Margin % 14.5% 15.0% 15.1% 15.2% 15.2% Total Depreciation & Amortization (10.9) (42.5) (45.7) (48.1) (49.5) Adjusted EBIT $16.6 $76.8 $73.4 $69.6 $70.0 Taxes [4] (1.0) (5.2) (5.3) (5.1) (5.1) Unlevered Earnings $15.6 $71.6 $68.2 $64.5
$64.9 Total Depreciation & Amortization 10.9 42.5 45.7 48.1 49.5 Proceeds from sale of assets 0.5 0.3 0.3 0.3 0.6 Phantom Stock 0.5 1.5 (1.6) 0.0 0.0 Total Capital Expenditures (5.4) (35.5) (41.6) (37.5) (38.6) Decrease (Increase) in Net Working
Capital [5] 17.0 1.9 (0.1) (0.5) (0.5) Unlevered Free Cash Flows $39.2 $82.3 $70.9 $74.9 $76.0 Present Value PV of Terminal Value PV of Terminal Value of Cash Flows as a Multiple of Implied Enterprise Value as a % of Enterprise Value (2024 - 2028)
2028 Adjusted EBITDA Discount Rate 4.25x 4.75x 5.25x 4.25x 4.75x 5.25x Discount Rate 4.25x 4.75x 5.25x 10.25% $285.0 $335.6 $375.1 $414.5 $620.6 $660.1 $699.5 10.25% 54.1% 56.8% 59.3% 10.75% $282.7 $329.2 $367.9 $406.6 $611.8 $650.6 $689.3 10.75%
53.8% 56.6% 59.0% 11.25% $280.3 $322.9 $360.9 $398.9 $603.3 $641.3 $679.3 11.25% 53.5% 56.3% 58.7% + = 11.75% $278.1 $316.9 $354.1 $391.4 $594.9 $632.2 $669.5 11.75% 53.3% 56.0% 58.5% 12.25% $275.8 $310.9 $347.5 $384.1 $586.7 $623.3 $659.9 12.25%
53.0% 55.7% 58.2% Note: Present values as of 10/1/24; mid-year convention applied. Refer to WACC calculation for derivation of discount rate. 1. Represents projections from October to December 2024. 2. Includes non-cash unit-based compensation. 3.
Includes (i) preferred distribution from ELSA JV of $0.9 million/year from 2025E to 2028E and (ii) excess common distributions of $0.4 million/year from 2026E to 2028E. 4. Cash Taxes related to Martin Transport, per Company management. 5. Excludes
working capital related to accrued interest. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items. Adjusted EBIT refers to Earnings Before Interest and Taxes, adjusted for
certain non-recurring items. E refers to Estimated. PV refers to Present Value. Source: Company management. 17
Revised for Current Projections Discounted Cash Flow Analysis (cont.)
Including Corporate Taxes (dollars in millions, except per unit values) Projected Calendar Year Ending December 31, 2024E [1] 2025E 2026E 2027E 2028E Total Revenue $189.6 $794.1 $789.3 $772.9 $784.9 Growth % 4.3% -0.6% -2.1% 1.6% Total Cost of
Products Sold (88.2) (378.4) (367.2) (346.5) (353.9) Total Operating Expenses (64.0) (255.0) (261.0) (265.8) (267.9) Total SG&A [2] (9.9) (42.3) (43.2) (44.1) (44.9) Other Income (Expense) [3] 0.0 0.9 1.3 1.3 1.3 Adjusted EBITDA $27.5 $119.3
$119.1 $117.7 $119.5 Margin % 14.5% 15.0% 15.1% 15.2% 15.2% Total Depreciation & Amortization (10.9) (42.5) (45.7) (48.1) (49.5) Adjusted EBIT $16.6 $76.8 $73.4 $69.6 $70.0 Taxes [4] (4.0) (18.6) (18.1) (17.4) (17.3) Unlevered Earnings $12.7
$58.2 $55.3 $52.2 $52.7 Total Depreciation & Amortization 10.9 42.5 45.7 48.1 49.5 Proceeds from sale of assets 0.5 0.3 0.3 0.3 0.6 Phantom Stock 0.5 1.5 (1.6) 0.0 0.0 Total Capital Expenditures (5.4) (35.5) (41.6) (37.5) (38.6) Decrease
(Increase) in Net Working Capital [5] 17.0 1.9 (0.1) (0.5) (0.5) Unlevered Free Cash Flows $36.3 $68.9 $58.0 $62.6 $63.8 Present Value PV of Terminal Value PV of Terminal Value of Cash Flows as a Multiple of Implied Enterprise Value as a % of
Enterprise Value (2024 - 2028) 2028 Adjusted EBITDA Discount Rate 4.25x 4.75x 5.25x 4.25x 4.75x 5.25x Discount Rate 4.25x 4.75x 5.25x 9.50% $243.9 $345.5 $386.1 $426.7 $589.4 $630.0 $670.6 9.50% 58.6% 61.3% 63.6% 10.00% $241.9 $338.8 $378.7 $418.6
$580.7 $620.6 $660.4 10.00% 58.3% 61.0% 63.4% 10.50% $239.9 $332.4 $371.5 $410.6 $572.3 $611.4 $650.5 10.50% 58.1% 60.8% 63.1% + = 11.00% $238.0 $326.1 $364.4 $402.8 $564.0 $602.4 $640.7 11.00% 57.8% 60.5% 62.9% 11.50% $236.1 $319.9 $357.5 $395.1
$555.9 $593.6 $631.2 11.50% 57.5% 60.2% 62.6% Note: Present values as of 10/1/24; mid-year convention applied. Refer to WACC calculation for derivation of discount rate. 1. Represents projections from October to December 2024. 2. Includes non-cash
unit-based compensation. 3. Includes (i) preferred distribution from ELSA JV of $0.9 million/year from 2025E to 2028E and (ii) excess common distributions of $0.4 million/year from 2026E to 2028E. 4. Cash Taxes related to Martin Transport, per
Company management, plus 21% Corporate Tax on pretax income not attributed to Martin Transport. Terminal period taxes based on 2028E effective rate. 5. Excludes working capital related to accrued interest. Adjusted EBITDA refers to Earnings Before
Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items. Adjusted EBIT refers to Earnings Before Interest and Taxes, adjusted for certain non-recurring items. E refers to Estimated. PV refers to Present Value.
Source: Company management. 18
Revised for pricing as of 10/1/24 Selected Companies Historical Trading
Multiples Enterprise Value to NFY Adjusted EBITDA (2022 – Current) YTD One Year Two Year Total Average Average Average Average Company 4.8x 4.9x 5.1x 5.3x Tier 1 [1] 4.2x 4.3x 4.3x 4.9x 9.0x Tier 2 [2] 5.3x 5.5x 5.9x 6.3x 8.0x 7.0x 6.0x 5.0x
4.0x 3.0x 2.0x 1.0x 0.0x Jan-22 Mar-22 May-22 Jul-22 Aug-22 Oct-22 Dec-22 Feb-23 Apr-23 Jun-23 Aug-23 Oct-23 Dec-23 Feb-24 Apr-24 Jun-24 Aug-24 Tier 1 [1] Tier 2 [2] Company Note: Multiples shown above are sourced from Capital IQ; as such, certain
multiples may differ slightly from figures shown on other pages. Multiples less than 0.0x or greater than 30.0x deemed not meaningful. 1. Selected Companies in Tier 1 include Adams Resources & Energy, Inc., Ardmore Shipping Corporation, Genesis
Energy, L.P., Navios Maritime Partners L.P., NGL Energy Partners LP, and Tsakos Energy Navigation Limited. 2. Selected Companies in Tier 2 include Delek Logistics Partners, LP, Mullen Group Ltd., Oil States International, Inc., Ranger Energy
Services, Inc., RPC, Inc., Suburban Propane Partners, L.P., and World Kinect Corporation. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items. YTD refers to Year to Date.
Source: Capital IQ as of 10/1/24. 19
PREMIUMS PAID DATA 03 04
Premiums Paid Data Initial Premium Final Premium Definitive to
Unaffected Date Price [3] to Unaffected Date Price [4] Agreement Announcement Unaffected Form of 30 Day 30 Day Date [1] Date [2] Buyer Target Consideration 1 Day VWAP 1 Day VWAP 9/18/23 5/3/23 Green Plains Inc. Green Plains Partners LP Cash and
Stock 0% 1% 20% 21% 8/16/23 5/3/23 HF Sinclair Corporation Holly Energy Partners, L.P. Cash and Stock -2% -9% 36% 28% 8/16/23 8/15/23 Energy Transfer LP Crestwood Equity Partners LP [5] 100% Stock NA NA -1% -6% 4/6/23 1/24/23 GasLog Ltd. GasLog
Partners LP 100% Cash 10% 16% 24% 30% 2/1/23 7/5/22 Sisecam Chemicals Resources Sisecam Resources 100% Cash 0% 2% 39% 42% 1/6/23 8/17/22 Phillips 66 DCP Midstream 100% Cash 0% 4% 20% 25% 7/28/22 6/23/22 PBF Energy PBF Logistics Cash and Stock NA NA
33% 13% 7/25/22 2/10/22 Shell Shell Midstream 100% Cash 0% 0% 23% 23% 6/2/22 1/10/22 Hartree Partners Sprague Resources LP 100% Cash 11% 22% 27% 41% 5/16/22 5/13/22 Diamondback Energy Rattler Midstream 100% Stock NA NA 17% 10% 4/22/22 10/8/21 Ergon
Blue Knight 100% Cash 8% 6% 51% 49% 12/20/21 8/5/21 BP BP Midstream 100% Stock -1% -7% 16% 10% 10/27/21 10/26/21 Phillips 66 Phillips 66 Partners 100% Stock NA NA 5% 7% 10/4/21 10/1/21 Stonepeak Partners LP; Stonepeak Teekay LNG Partners L.P. [5]
100% Cash NA NA 8% 7% Infrastructure Fund IV LP 8/23/21 5/14/21 Landmark Dividend LLC Landmark Infrastructure Partners LP 100% Cash 9% 6% 38% 35% 3/5/21 2/4/21 Chevron Corporation Noble Midstream Partners LP 100% Stock 0% 3% 17% 20% 12/15/20 10/2/20
TC Energy Corporation TC PipeLines, LP 100% Stock 5% -1% 19% 12% 7/27/20 7/26/20 CNX Resources Corporation CNX Midstream Partners LP 100% Stock NA NA 28% 30% 12/16/19 8/27/19 Blackstone Infrastructure Partners, L.P. Tallgrass Energy, LP 100% Cash
36% 16% 56% 33% 10/1/19 5/16/19 Brookfield Business Partners L.P. Teekay Offshore Partners L.P. 100% Cash -13% -22% 28% 15% 5/10/19 5/9/2019 IFM Investors Pty Ltd Buckeye Partners, L.P. [5] 100% Cash NA NA 27% 24% Continued on Following Page Note:
Premium paid data based on (i) closing price as of the unaffected date and (ii) final transaction consideration. 1. Represents the date of announcement of the execution of a definitive agreement. 2. Represents the day prior to either (i) the
announcement of receipt of proposal or (ii) the announcement of agreement of merger, or (iii) the announcement of the target companies considering strategic alternatives. 3. Reflects implied premium based on initial proposal vs. unaffected date
price, as applicable. 4. Reflects implied premium based on announcement of the execution of the definitive agreement vs. unaffected date price. 5. Transaction reflects target not acquired by affiliate or GP. Source: Public filings, press releases,
and Capital IQ. 21
Premiums Paid Data (cont.) Initial Premium Final Premium Definitive to
Unaffected Date Price [3] to Unaffected Date Price [4] Agreement Announcement Unaffected Form of 30 Day 30 Day Date [1] Date [2] Buyer Target Consideration 1 Day VWAP 1 Day VWAP 5/8/19 5/7/2019 MPLX LP Andeavor Logistics LP [5] 100% Stock NA NA 2%
1% 4/2/19 4/1/19 UGI Corporation AmeriGas Partners, L.P. Cash and Stock NA NA 13% 23% 11/26/18 7/9/18 ArcLight Energy Partners TransMontaigne Partners L.P. 100% Cash 5% 2% 14% 10% 11/26/18 9/18/18 Dominion Energy, Inc. Dominion Energy Midstream
Partners, LP 100% Stock 0% 5% 3% 8% 11/8/18 11/7/18 Western Gas Equity Partners, LP Western Gas Partners, LP 100% Stock NA NA 8% 14% 10/22/18 10/19/18 EnLink Midstream, LLC EnLink Midstream Partners, LP 100% Stock NA NA 1% 0% 10/18/18 10/17/18
Valero Energy Corporation Valero Energy Partners LP 100% Cash NA NA 7% 12% 10/9/18 2/25/18 Antero Midstream GP LP Antero Midstream Partners LP Cash and Stock NA NA 19% [6] 9% [6] 9/18/18 5/16/18 Enbridge Inc. Enbridge Energy Partners, L.P. 100%
Stock 0% 0% 14% 15% 8/24/18 5/16/18 Enbridge Inc. Spectra Energy Partners, LP 100% Stock 0% -3% 21% 18% 8/1/18 7/31/18 Energy Transfer Equity LP Energy Transfer Partners, L.P. 100% Stock NA NA 11% 18% 7/4/18 6/1/18 OCI N.V. OCI Partners LP 100% Cash
10% 10% 15% 15% 5/17/18 5/16/18 The Williams Companies, Inc. Williams Partners L.P. 100% Stock NA NA 6% 12% 3/27/18 3/26/18 Tallgrass Energy GP, LP Tallgrass Energy Partners, LP 100% Stock NA NA 1% -8% All Transactions Low -13% -22% -1% -8% Count:
30 High 36% 22% 56% 49% Median 0% 2% 17% 15% Mean 4% 3% 19% 18% 100% Cash Transactions Low -13% -22% 7% 7% Count: 11 High 36% 22% 56% 49% Median 7% 5% 24% 24% Mean 7% 6% 27% 26% Note: Premium paid data based on (i) closing price as of the unaffected
date and (ii) final transaction consideration. 1. Represents the date of announcement of the execution of a definitive agreement. 2. Represents the day prior to either (i) the announcement of receipt of proposal or (ii) the announcement of agreement
of merger, or (iii) the announcement of the target companies considering strategic alternatives. 3. Reflects implied premium based on initial proposal vs. unaffected date price, as applicable. 4. Reflects implied premium based on announcement of the
execution of the definitive agreement vs. unaffected date price. 5. Transaction reflects target not acquired by affiliate or GP. 6. Reflects the premium received by the public shareholders. Transaction included lower consideration for units owned by
Antero Resources. Source: Public filings, press releases, and Capital IQ. 22
Premiums Paid Data (cont.) Revised for Merger Consideration Transaction
Implied Premium Comparison 41% 34% 27% 26% 24% 24% 19% 18% 17% 15% Closing Price 30-Day VWAP Mean | All Transactions Median | All Transactions Mean | Cash-Only Transactions Median | Cash-Only Transactions Company [1] 1. Implied based on respective
VWAP metrics as of 5/23/24 per Capital IQ and Merger Consideration of $4.02 per unit. Sources: Capital IQ, public filings and press releases. 23
APPENDIX 04 06
APPENDIX Public Market Observations 04 03
Revised for pricing and metrics as of 10/1/24 Public Market Trading
Overview (units outstanding and dollars in millions, except per unit values and where otherwise noted) Public Market Enterprise Value Derivation Selected Market Information as of October 1, 2024 Closing Unit Price October 1, 2024 [1] $3.67 1-Month
Average [6] $3.58 Common and General Partner Units Outstanding [2] [3] 39.8 3-Month Average [6] $3.60 Dilutive Units [2] [4] 0.0 6-Month Average [6] $3.28 Fully Diluted Units 39.8 52-Week High as of 7/30/24 [6] $4.13 Market Value of Equity $146.1
52-Week Low as of 2/05/24 [6] $2.04 Debt [2] [5] 458.1 Total Cash [2] (0.1) 90-Day Average Daily Trading Volume (in millions) [6] 0.1 Public Market Enterprise Value $604.1 % of Total Units Outstanding 0.1% 90-Day Average Daily Trading Value (in
millions) [6] $0.1 % of Market Value of Equity 0.1% Number of Analysts Covering the Company [7] 2 Total Public Float [8] [9] 28.2 % of Total Units Outstanding 70.9% Implied Multiples LTM (6/30/24) [8] [10] CY 2024E [11] CY 2025E [11] CY 2025E [11]
Enterprise Value / Adjusted EBITDA 5.1x 5.2x 5.1x #VALUE! 1. As of 10/1/24. 2. Per Company's Form 10-Q for the period ended 6/30/24. 3. General Partners Units implied based on 2% partnership interest. 4. Excludes ~0.2 non-vested restricted units as
of 6/30/24. 5. Reflects total principal amount, gross of unamortized debt insurance costs. 6. Per Capital IQ. 7. Per Bloomberg. 8. Per public filings. 9. Represents common units outstanding. Does not reflect unit acquisitions or disposals not
publicly disclosed as of 6/27/24. 10. Reflects Adjusted EBITDA as reported by Company management. 11. Reflects consensus analyst estimates per Capital IQ. Adjusted EBITDA refers to Earnings before Interest, Taxes, Depreciation and Amortization,
adjusted for certain non-recurring items. CY refers to Calendar Year. E refers to Estimated. LTM refers to the most recently completed 12-month period for which financial information has been made public. Sources: Public filings, Capital IQ and
Bloomberg. 26
Revised for current pricing and events since 5/24/24 Timeline and Unit
Trading History Closing Unit Price ($) Daily Volume (millions) $7.00 1.4 D $6.00 1.2 Current Unit Price [1]: $3.67 E F $5.00 1.0 R O P A B C G H I J K L N M $4.00 0.8 $3.00 0.6 Q $2.00 0.4 $1.00 0.2 $0.00 0.0 9/19/21 12/19/21 3/19/22 6/19/22 9/19/22
12/19/22 3/19/23 6/19/23 9/19/23 12/19/23 3/19/24 6/19/24 9/19/24 Daily Trading Volume Company Current Unit Price [1] Selected Events Event Date Comment Event Date Comment The Company announced certain debt refinancing-related events, including (i)
a cash tender offer for Q3-21 Earnings: Quarterly revenue and Adj. EBITDA of $211.3 mm (38% YoY) and $21.5 mm (-5% A 10/20/21 its 10.0% senior secured 1.5 lien notes due 2024 and 11.5% senior secured second lien notes due YoY). I 1/30/23 2025, (ii)
a proposed offering of $400 mm in principal amount 11.5% senior secured second lien MRMC and Ruben S. Martin III acquired the remaining 49% voting interest in Martin Midstream notes due 2028 and (iii) certain amendments to its revolving credit
facility. B 11/29/21 GP LLC ( GP ) from Alinda Capital Partners through Senterfitt Holdings Inc., bringing MRMC and Q4-22 Earnings: Quarterly revenue and Adj. EBITDA of $243.4 mm (-15% YoY) and $17.8 mm (-55% Ruben S. Martin III's voting and
economic ownership in the GP to 100%. (3) J 2/15/23 YoY). Annual revenue and Adj. EBITDA of $1,018.9 mm (15% YoY) and $114.9 mm (0% YoY). (2) Company releases FY 23 Adj. EBITDA guidance of $115.3. Q4-21 Earnings: Quarterly revenue and Adj. EBITDA of
$285.9 mm (59% YoY) and $39.7 mm (2) C 2/16/22 (128% YoY). Annual revenue and Adj. EBITDA of $882.4 mm (31% YoY) and $114.5 mm (21% Q1-23 Earnings: Quarterly revenue and Adj. EBITDA of $244.5 mm (-12% YoY) and $30.6 mm (-11% K 4/19/23 YoY). Company
releases FY 22 Adj. EBITDA guidance of $100 mm to $110 mm. YoY). (2) Q2-23 Earnings: Quarterly revenue and Adj. EBITDA of $195.6 mm (-27% YoY) and $31.8 mm (-18% Q1-22 Earnings: Quarterly revenue and Adj. EBITDA of $279.2 mm (39% YoY) and $40.0 mm
(29% L 7/19/23 YoY). D 4/20/22 YoY). The Company increased FY 22 Adj. EBITDA guidance to $110 mm to $120 mm from $100 (2) mm to $110 mm previously. Q3-23 Earnings: Quarterly revenue and Adj. EBITDA of $176.7 mm (-23% YoY) and $26.2 mm (28% M
10/18/23 YoY). The Company filed a prospectus related to a shelf registration of (i) common units representing (2) LP interests in Company and (ii) debt securities of the Company and Martin Midstream Finance Q4-23 Earnings: Quarterly revenue and
Adj. EBITDA of $181.1 mm (-26% YoY) and $29.2 mm (2% E 6/8/22 (2) Corp. N 2/14/24 YoY). Annual revenue and Adj. EBITDA of $798.0 mm (-22% YoY) and $117.7 mm (-4% YoY). (2) Company releases FY 24 Adj. EBITDA guidance of $116.1 mm. Q2-22 Earnings:
Quarterly revenue and Adj. EBITDA of $267.0 mm (45% YoY) and $38.3 mm (70% (2) Q1-24 Earnings: Quarterly revenue and Adj. EBITDA of $180.8 mm (-26% YoY) and $30.4 mm (-1% F 7/20/22 YoY). The Company increased FY 22 Adj. EBITDA guidance to $126 mm to
$135 mm from $110 O 4/17/24 YoY). mm to $120 mm previously. The Company announced receipt of a proposal from Martin Resource Management Corporation to Q3-22 Earnings: Quarterly revenue and Adj. EBITDA of $229.3 mm (9% YoY) and $18.8 mm (-12% G
11/2/22 P 5/24/24 acquire all the outstanding Common Units not already owned by Martin Resource Management YoY). Corporation at a cash purchase price of $3.05 per Common Unit. The Company announced its intention to exit the butane optimization
business during Q2-23, The Company issued a statement regarding a pipeline spill of ~2,000 barrels of crude oil originating which Company management estimated to have contributed ($10.7) mm in Adj. EBITDA in Q4- Q 6/24/24 from the Company’s
transfer pipeline connecting it’s Sandyland Terminal to the Smackover Refinery H 1/25/23 22. Company released preliminary estimated Q4-22 Adj. EBITDA of between $17.0 mm and $19.0 in Smackover, Arkansas. mm. (2) Q2-24 Earnings: Quarterly
revenue and Adjusted EBITDA of $184.5 mm (-6% YoY) and $31.7 mm R 7/17/24 (0% YoY). 1. Represents closing stock price on 10/1/24. 2. Represents Adj. EBITDA after giving effect to the exit of the butane optimization business as reported by Company.
3. The decline in Adj. EBITDA is primarily attributed to the butane optimization and sulfur businesses. GP refers to general partner. LP refers to Limited Partnership. Q refers to Quarter. YoY refers to year-over-year. Sources: Capital IQ and public
filings. 27
Revised for metrics as of 10/1/24 Common Units Ownership Summary (units
in millions) Holder Units % Outstanding Martin Resource Management Corporation 6.1 [1] 15.7% Ruben S. Martin III (Chairman of the Board of Directors of Martin Midstream GP LLC) 3.9 10.0% Other Current / Former Directors and Executive Officers 0.8
2.0% Total Insiders 10.8 27.7% Invesco Ltd. 7.2 18.5% Goldman Sachs Group, Investment Banking and Securities Investments 2.9 7.4% Barclays PLC Private Banking & Investment Banking Investment 1.5 3.8% Harvest Fund Advisors LLC 1.0 2.6% JPMorgan
Chase & Co, Brokerage and Securities Investments 0.6 1.5% Raymond James Financial Inc., Asset Management Arm 0.4 1.1% Other 14.6 37.4% Total 39.0 [1] [2] 100.0% Invesco Ltd. : 18.5% Ruben S. Martin III (Chairman of the Board of Directors of
Martin Midstream GP LLC): 10.0% Martin Resource Management Corporation: 15.7% Goldman Sachs Group, Investment Banking and Securities Investments: 7.4% Barclays PLC Private Banking & Investment Banking Investment: 3.8% 39.0 million Harvest Fund
Advisors LLC: 2.6% units [1] [2] JPMorgan Chase & Co, Brokerage and Securities Investments: 1.5% Raymond James Financial Inc., Asset Management Arm: 1.1% Other Current / Former Directors and Executive Officers: 2.0% Other: 37.4% Note: Ownership
represents data as of 10/1/24. 1. Excludes General Partner Units. 2. Reflects common units outstanding per Form 10-Q as of 7/23/24. Sources: Capital IQ and public filings. 28
Recent Trading Activity Revised for metrics as of 10/1/24 Top Common
Unit Holders (units in millions and dollars in actuals) Net Common Units Added / (Deducted) by Quarter Latest Common % of Holder Unit Holdings Public Float Q2 2021 Q3 2021 Q4 2021 Q1 2022 Q2 2022 Q3 2022 Q4 2022 Q1 2023 Q2 2023 Q3 2023 Q4 2023 Q1
2024 Q2 2024 Q3 2024 Martin Resource Management Corporation 6.115 21.7% 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 % of Holdings Traded 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0%
Ruben S. Martin III 3.886 13.8% 0.002 1.321 0.794 0.358 0.101 0.001 0.135 0.001 0.002 0.463 0.241 0.002 0.001 0.000 % of Holdings Traded 0.4% 284.7% 44.5% 13.9% 3.5% 0.0% 4.5% 0.0% 0.1% 14.6% 6.6% 0.0% 0.0% 0.0% Invesco Ltd. 7.213 25.6% 0.000
(1.000) 0.000 0.000 0.000 0.000 0.000 0.000 0.000 (0.004) 0.000 0.000 0.000 0.000 % of Holdings Traded 0.0% (12.2%) 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% (0.1%) 0.0% 0.0% 0.0% 0.0% Goldman Sachs Group 2.882 10.2% 0.000 0.000 (0.000) 0.002 (0.002) 0.000
0.936 0.491 0.092 (0.212) 0.066 (0.062) 1.131 0.000 % of Holdings Traded 0.0% 0.0% (0.0%) 0.5% (0.5%) 0.0% 212.6% 35.7% 4.9% (10.8%) 3.8% (3.4%) 64.6% 0.0% Barclays PLC 1.500 5.3% 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000 0.000
0.000 0.000 0.000 % of Holdings Traded 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% Harvest Fund Advisors LLC 1.018 3.6% 0.910 0.571 (0.020) 0.022 (0.066) 0.071 (0.022) (0.018) (0.003) (0.497) (0.143) (0.145) (0.050) 0.000
223.6% 43.4% (1.0%) 1.2% (3.5%) 3.9% (1.2%) (1.0%) (0.1%) (26.8%) (10.5%) (12.0%) (4.7%) 0.0% % of Holdings Traded JPMorgan Chase & Co 0.584 2.1% (0.022) (0.056) (0.158) (0.030) 0.002 0.098 (0.207) (0.030) 0.008 0.055 0.183 (0.089) (0.123) 0.000
% of Holdings Traded (2.3%) (6.0%) (18.0%) (4.2%) 0.4% 14.2% (26.3%) (5.2%) 1.4% 9.8% 29.9% (11.2%) (17.4%) 0.0% Raymond James Financial Inc. 0.440 1.6% 0.011 0.001 0.081 0.325 0.027 0.122 (0.024) 0.030 0.014 0.019 (0.023) (0.044) (0.100) 0.000 % of
Holdings Traded New Position 6.6% 713.9% 351.9% 6.5% 27.5% (4.2%) 5.5% 2.5% 3.3% (3.8%) (7.6%) (18.5%) 0.0% VWAP During Quarter $2.58 $3.00 $2.96 $4.18 $4.19 $3.65 $3.10 $2.64 $2.25 $2.74 $2.46 $2.51 $3.40 $3.62 High Closing Stock Price During
Quarter $3.28 $3.50 $3.52 $4.73 $5.74 $4.59 $3.70 $3.35 $2.95 $3.25 $2.68 $2.65 $3.36 $4.05 Low Closing Stock Price During Quarter $2.12 $2.60 $2.59 $2.87 $3.63 $3.24 $2.81 $2.46 $2.05 $2.04 $2.27 $2.08 $2.47 $3.18 Sources: Capital IQ, Bloomberg and
public filings as of 10/1/24. 29
Comparison of Management Projections vs. Wall Street Analyst Estimates
Revised for current 1 Total Revenue Comparison (FY 2024 – FY 2026) projections (dollars in millions) $1,000.0 $794.1 $781.2 $781.2 $789.3 $761.0 $732.4 $732.4 $800.0 $600.0 $400.0 $200.0 NA NA NA NA NA $0.0 FY 2024 FY 2025 FY 2026 2 Adjusted
EBITDA Comparison (FY 2024 – FY 2026) (dollars in millions) $150.0 $120.3 $120.3 $119.3 $119.4 $119.7 $119.1 $119.1 $117.4 $116.3 $116.4 $116.1 $100.0 $50.0 NA $0.0 FY 2024 FY 2025 FY 2026 Distributable Cash Flow Comparison (FY 2024 – FY
2026) (dollars in millions) $50.0 $38.7 $34.1 $34.6 $34.6 $34.6 $40.0 $33.2 $27.8 $27.0 $30.0 $23.4 $23.4 $19.8 $20.0 $10.0 NA $0.0 FY 2024 FY 2025 FY 2026 Management Projections Stifel Wall Street Estimates Sidoti & Company, LLC 1. Stifel
estimates not available for revenue. 2. Adjusted EBITDA shown does not include add-back for stock-based compensation expense. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for unit-based
compensation expense. FY refers to Fiscal Year. Source: Company management and Wall Street Research. 30
APPENDIX Weighted Average Cost of Capital 04 06
Revised for market pricing and updated Weighted Average Cost of
Calculation Company financials where available Total Debt to Dd to Dnd to Total Debt to Dd to Equity Dnd to Equity Pfd. Stock to Equity Market Pfd. Stock to Total Cap Total Cap Total Cap Equity Market Market Value Market Value Total Cap Value to
Total Equity Market Value [5] [6] Tier 1 [1] [2] [1] [3] [1] [4] Value [2] [5] [3] [5] [4] [5] [1] [6] Cap [1] [5] Adams Resources & Energy, Inc. 34.1% 0.0% 34.1% 51.8% 0.0% 51.8% 0.0% 65.9% 0.0% Ardmore Shipping Corporation 5.2% 5.2% 0.0% 5.7%
5.7% 0.0% 4.3% 90.5% 4.8% Genesis Energy, L.P. 61.6% 23.5% 38.1% 238.9% 91.2% 147.7% 12.7% 25.8% 49.2% Navios Maritime Partners L.P. 50.6% 49.0% 1.6% 102.5% 99.3% 3.2% 0.0% 49.4% 0.0% NGL Energy Partners LP 66.9% 22.6% 44.3% 507.5% 171.4% 336.1%
19.9% 13.2% 150.8% Tsakos Energy Navigation Limited 70.4% 49.6% 20.8% 241.5% 170.2% 71.3% 0.5% 29.1% 1.6% Median 56.1% 23.1% 27.5% 170.7% 95.2% 61.6% 2.4% 39.3% 3.2% Mean 48.1% 25.0% 23.1% 191.3% 89.6% 101.7% 6.2% 45.6% 34.4% Tier 2 Delek Logistics
Partners, LP [7] 45.2% 35.8% 9.4% 85.4% 67.6% 17.8% 1.8% 53.0% 3.4% Mullen Group Ltd. [8] 38.7% 38.7% 0.0% 63.2% 63.2% 0.0% 0.0% 61.3% 0.0% Oil States International, Inc. 28.9% 28.9% 0.0% 40.7% 40.7% 0.0% 0.0% 71.1% 0.0% Ranger Energy Services, Inc.
3.9% 3.9% 0.0% 4.1% 4.1% 0.0% 0.0% 96.1% 0.0% RPC, Inc. 0.3% 0.3% 0.0% 0.3% 0.3% 0.0% 0.0% 99.7% 0.0% Suburban Propane Partners, L.P. 50.2% 41.4% 8.9% 101.0% 83.1% 17.8% 0.0% 49.8% 0.0% World Kinect Corporation 32.5% 32.5% 0.0% 48.2% 48.2% 0.0% 0.0%
67.5% 0.0% Median 32.5% 32.5% 0.0% 48.2% 48.2% 0.0% 0.0% 67.5% 0.0% Mean 28.5% 25.9% 2.6% 49.0% 43.9% 5.1% 0.3% 71.2% 0.5% All Selected Companies Median 38.7% 28.9% 1.6% 63.2% 63.2% 3.2% 0.0% 61.3% 0.0% Mean 37.6% 25.5% 12.1% 114.7% 65.0% 49.7% 3.0%
59.4% 16.1% Company | Excluding Corporate Taxes [9] [10] 79.3% 43.2% 36.1% 384.0% 209.3% 174.7% 0.0% 20.7% 0.0% Company | Including Corporate Taxes [9] [11] 79.3% 43.2% 36.1% 384.0% 209.3% 174.7% 0.0% 20.7% 0.0% Note: No company used in this
calculation for comparative purposes is identical to Company. 1. Total Cap refers to total capitalization, which equals Equity Market Value + Total Debt + Pfd. Stock. 2. Total Debt refers to total debt amount based on most recent public filings as
of 10/1/24. 3. Dd refers to Implied Tax-Deductible Debt, which equals the lesser of (a) 30% of Adjusted Taxable Income/Cost of Debt, or (b) Total Debt. LTM Adjusted EBIT, based on most recent public filings as of 10/1/24, is assumed to be a valid
proxy for Adjusted Taxable Income for the selected companies. 4. Dnd refers to Implied Non-Tax-Deductible Debt, which equals Total Debt minus Dd. 5. Equity Market Value based on closing price on 10/1/24 and on diluted shares as of 10/1/24. 6. Pfd.
Stock refers to preferred stock, which is the amount as stated in most recent public filings as of 10/1/24. 7. Delek Logistics Partners, LP shown pro forma for their acquisition of H2O Midstream, closed 9/12/24. 8. Metrics for Mullen Group Ltd.
shown pro forma for private notes placement closed 7/10/24. 9. Represents figures as of 5/23/24, the last full day of trading prior to the announcement of the Initial Offer. 10. Per Company management, the Company only pays taxes for non-qualifying
income associated with Martin Transport, which does not have any associated debt. 11. Corporate tax rate of 21.0% utilized for purpose of the analysis. Sources: Bloomberg and Capital IQ. 32
Revised for market pricing and updated Weighted Average Cost of
Calculation (cont.) Company financials where available Levered Unlevered Equity Risk Size Cost of Cost of Cost of Pfd. Tier 1 Beta [1] Beta [2] Premium [3] Premium [4] Equity [5] Debt [6] Stock [7] WACC Adams Resources & Energy, Inc. 0.89 0.59
5.75% 4.70% 14.0% 6.4% NA 11.4% Ardmore Shipping Corporation 0.79 0.72 5.75% 1.14% 9.9% 7.9% 8.5% 9.7% Genesis Energy, L.P. 1.36 0.35 5.75% 1.39% 13.4% 11.2% 9.4% 7.4% [8] Navios Maritime Partners L.P. 1.35 0.67 5.75% 1.21% 13.2% 7.1% NA 10.1% NGL
Energy Partners LP 0.98 0.13 5.75% 1.14% 10.9% 8.6% 10.2% 9.3% Tsakos Energy Navigation Limited 1.10 0.32 5.75% 1.14% 11.7% 6.7% 9.4% 8.1% Median 1.04 0.47 12.4% 7.3% 9.8% 9.6% Mean 1.08 0.46 12.2% 7.4% 9.8% 9.7% Tier 2 Delek Logistics Partners, LP
[8] 0.95 0.50 5.75% 1.21% 10.9% 0.0% 8.7% 6.4% [8] Mullen Group Ltd. [9] 0.96 0.65 5.75% 1.14% 10.9% 5.1% NA 8.6% Oil States International, Inc. 1.60 1.14 5.75% 1.99% 15.4% 5.9% NA 12.6% Ranger Energy Services, Inc. 0.51 0.50 5.75% 1.99% 9.1% 6.4%
NA 9.0% RPC, Inc. 0.72 0.72 5.75% 1.39% 9.7% 8.4% NA 9.7% Suburban Propane Partners, L.P. 0.78 0.39 5.75% 1.39% 10.1% 5.6% NA 7.8% World Kinect Corporation 0.87 0.63 5.75% 1.39% 10.6% 4.4% NA 8.5% Median 0.87 0.63 10.6% 5.9% NA 8.7% Mean 0.91 0.65
10.9% 6.0% NA 9.3% All Selected Companies Median 0.95 0.59 10.9% 6.4% 9.4% 9.3% Mean 0.99 0.56 11.5% 6.6% 7.9% 9.5% Company | Excluding Corporate Taxes [11] [12] 0.73 0.15 5.75% 4.70% 13.6% 8.4% [10] NA 9.5% Company | Including Corporate Taxes [11]
[13] 0.73 0.17 5.75% 4.70% 13.6% 8.4% [10] NA 8.7% Note: No company used in this calculation for comparative purposes is identical to Company. 1. Based on actual levered beta per Bloomberg 5-year weekly as of 10/1/24. 2. Unlevered Beta = Levered
Beta/(1 + ((1 – tax rate) * Dd to Equity Market Value) + (Dnd to Equity Market Value) + (Pfd. Stock to Equity Market Value)). 3. Based on review of studies measuring the historical returns between stocks and bonds, theoretical models such as
supply-side and demand-side models and other materials. 4. Kroll Cost of Capital Navigator ( Navigator ). 5. Cost of Equity = Risk-Free Rate of Return + (Levered Beta * Equity Risk Premium) + Size Premium. Risk-Free Rate of Return as of 10/1/24,
based on 20-year U.S. Treasury Bond Yield. 6. Based on selected company weighted average interest rate per most recent public filings as of 10/1/24. 7. Based on selected company weighted average preferred dividend per most recent public filings
10/1/24. 8. Delek Logistics Partners, LP shown pro forma for their acquisition of H2O Midstream, closed 9/12/24. 9. Metrics for Mullen Group Ltd. shown pro forma for private notes placement closed 7/10/24. 10. Cost of debt incorporated market based
yield for certain securities. 11. Represents figures as of 5/23/24, the last full day of trading prior to the announcement of the Initial Offer. 12. Per Company management, the Company only pays taxes for non-qualifying income associated with Martin
Transport, which does not have any associated debt. 13. Corporate tax rate of 21.0% utilized for purpose of the analysis. NA refers to not available. Sources: Bloomberg and Capital IQ. 33
Weighted Average Cost of Calculation (cont.) Revised for market pricing
and updated Excluding Corporate Taxes Company financials where available (dollars in millions) Market Capital Structure Cost of Equity for Assumptions Assumptions Computed WACC Risk-Free Rate of Return [1] 4.19% Company Adjusted Taxable Income [5]
$120.4 Selected Unlevered Beta [11] 0.59 Equity Risk Premium [2] 5.75% Company Total Debt [6] $486.5 Computed Levered Beta [12] 0.95 Size Premium [3] 4.70% Company Dd [7] $486.5 Cost of Equity [13] 14.4% Tax Rate [4] 0.00% Company Dnd [8] $0.0 Total
Debt to Total Capitalization [9] 38.7% Dd to Total Capitalization [10] 38.7% Dnd to Total Capitalization [10] 0.0% Total Debt to Equity Market Value 63.2% Dd to Equity Market Value [10] 63.2% Dnd to Equity Market Value [10] 0.0% Preferred Stock to
Total Capitalization [9] 0.0% Equity Market Value to Total Capitalization [9] 61.3% Preferred Stock to Equity Market Value 0.0% Cost of Debt [9] 6.4% Cost of Preferred Stock [9] 0.0% Computed Weighted Average Cost of Capital 11.3% Selected Weighted
Average Cost of Capital Range - Excluding Corporate Taxes 10.25% -- 12.25% 1. Risk-Free Rate of Return as of 10/1/24, based on 20-year U.S. Treasury Bond Yield. 2. Based on a review of studies measuring the historical returns between stocks and
bonds, theoretical models such as supply side and demand side models and other materials. 3. Navigator. 4. Per Company management, the Company only pays taxes for non-qualifying income associated with Martin Transport, which does not have any
associated debt. 5. Company LTM Adjusted EBITDA is assumed to be a valid proxy for Company Adjusted Taxable Income. 6. Company Total Debt refers to total debt amount of Company as of 5/31/24. 7. Company Dd refers to Implied Tax-Deductible Debt of
Company, which equals the lesser of (a) 30% of Company Adjusted Taxable Income/Cost of Debt, or (b) Company Total Debt. Based on Capital Structure Assumptions. 8. Company Dnd refers to Implied Non-Tax-Deductible Debt of Company, which equals Company
Total Debt minus Company Dd. 9. Based on review of corresponding metrics of selected companies listed on pages 25 and 26. 10. Based on Company's Dd and Dnd and the Capital Structure Assumptions regarding Total Debt to Total Capitalization and Equity
Market Value to Total Capitalization. 11. Based on review of selected companies’ unlevered betas listed on Weighted Average Cost of Capital Calculation page. 12. Computed Levered Beta = Selected Unlevered Beta * (1 + ((1 – Tax Rate) * Dd
to Equity Market Value) + (Dnd to Equity Market Value) + (Preferred Stock to Equity Market Value)). Based on Market and Capital Structure Assumptions. 13. Cost of Equity = Risk-Free Rate of Return + (Computed Levered Beta * Equity Risk Premium) +
Size Premium. Based on Market Assumptions. Sources: Bloomberg and Capital IQ. 34
Weighted Average Cost of Calculation (cont.) Revised for market pricing
and updated Including Corporate Taxes Company financials where available (dollars in millions) Market Capital Structure Cost of Equity for Assumptions Assumptions Computed WACC Risk-Free Rate of Return [1] 4.19% Company Adjusted Taxable Income [5]
$120.4 Selected Unlevered Beta [11] 0.59 Equity Risk Premium [2] 5.75% Company Total Debt [6] $486.5 Computed Levered Beta [12] 0.88 Size Premium [3] 4.70% Company Dd [7] $486.5 Cost of Equity [13] 13.9% Tax Rate [4] 21.00% Company Dnd [8] $0.0
Total Debt to Total Capitalization [9] 38.7% Dd to Total Capitalization [10] 38.7% Dnd to Total Capitalization [10] 0.0% Total Debt to Equity Market Value 63.2% Dd to Equity Market Value [10] 63.2% Dnd to Equity Market Value [10] 0.0% Preferred
Stock to Total Capitalization [9] 0.0% Equity Market Value to Total Capitalization [9] 61.3% Preferred Stock to Equity Market Value 0.0% Cost of Debt [9] 6.4% Cost of Preferred Stock [9] 0.0% Computed Weighted Average Cost of Capital 10.5% Selected
Weighted Average Cost of Capital Range - Including Corporate Taxes 9.50% -- 11.50% 1. Risk-Free Rate of Return as of 10/1/24, based on 20-year U.S. Treasury Bond Yield. 2. Based on a review of studies measuring the historical returns between stocks
and bonds, theoretical models such as supply side and demand side models and other materials. 3. Navigator. 4. Corporate tax rate of 21.0% utilized for purpose of the analysis. 5. Company LTM Adjusted EBITDA is assumed to be a valid proxy for
Company Adjusted Taxable Income. 6. Company Total Debt refers to total debt amount of Company as of 5/31/24. 7. Company Dd refers to Implied Tax-Deductible Debt of Company, which equals the lesser of (a) 30% of Company Adjusted Taxable Income/Cost
of Debt, or (b) Company Total Debt. Based on Capital Structure Assumptions. 8. Company Dnd refers to Implied Non-Tax-Deductible Debt of Company, which equals Company Total Debt minus Company Dd. 9. Based on review of corresponding metrics of
selected companies listed on pages 25 and 26. 10. Based on Company's Dd and Dnd and the Capital Structure Assumptions regarding Total Debt to Total Capitalization and Equity Market Value to Total Capitalization. 11. Based on review of selected
companies’ unlevered betas listed on Weighted Average Cost of Capital Calculation page. 12. Computed Levered Beta = Selected Unlevered Beta * (1 + ((1 – Tax Rate) * Dd to Equity Market Value) + (Dnd to Equity Market Value) + (Preferred
Stock to Equity Market Value)). Based on Market and Capital Structure Assumptions. 13. Cost of Equity = Risk-Free Rate of Return + (Computed Levered Beta * Equity Risk Premium) + Size Premium. Based on Market Assumptions. Sources: Bloomberg and
Capital IQ. 35
APPENDIX Selected Benchmarking Data 04 06
Revised for market pricing and updated Selected Benchmarking Data
financials where available LTM Adjusted EBITDA 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (dollars in millions) $754.8 $691.3 $568.7 Median: $488.8 $403.1 $409.0 $367.6 Median: $252.3 $263.0 $252.3 $222.4 $177.2 $120.4 $84.2 $74.3 $20.7 Company [1] NMM GEL NGL TEN
ASC AE DKL WKC RES SPH MTL OIS RNGR Enterprise Value [2] 0 0 0 0 0 0 0 0 0 0 0 0 0 0 (dollars in millions) $6,796.9 $4,484.2 $3,860.6 $3,567.8 Median: $2,810.9 $2,388.8 $2,185.5 $2,054.1 Median: $1,344.8 $1,344.8 $1,187.6 $806.1 $581.3 $278.5 $406.7
$73.6 Company [3] GEL NGL NMM TEN ASC AE DKL SPH WKC MTL RES OIS RNGR Tier 1 Tier 2 Note: No company shown for comparative purposes is identical to the Company. 1. LTM Adjusted EBITDA shown proforma for the Company's exit from the Butane
optimization business. 2. Based on public trading prices of common stock as of 10/1/24, plus debt and general partner units, if any. 3. Represents figures as of 5/23/24, the last full day of trading prior to the announcement of the Offer. AE refers
to Adams Resources & Energy, Inc., ASC refers to Ardmore Shipping Corporation, DKL Delek Logistics Partners, LP, GEL refers to Genesis Energy, L.P., MTL Mullen Group Ltd., NMM refers to Navios Maritime Partners L.P., NGL refers to NGL Energy
Partners LP, OIS refers to Oil States International, Inc., RNGR refers to Ranger Energy Services, Inc., RES refers to RPC, Inc., SPH refers to Suburban Propane Partners, L.P., TEN refers to Tsakos Energy Navigation Limited, and WKC refers to World
Kinect Corporation. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items; LTM refers to Latest 12 Months. Sources: Bloomberg, Capital IQ, Company management and public
filings. 37
Revised for updated financials where Selected Benchmarking Data (cont.)
available LTM Net Debt to Adjusted EBITDA 0 0 0 0 0 0 0 0 0 0 0 0 0 0 5.7x 5.3x 4.7x 4.3x 4.0x 3.2x Median: 2.7x 2.2x Median: 1.2x 1.9x 1.0x 1.2x 0.0x 0.0x 0.0x -1.0x Company [1] ASC AE NMM TEN NGL GEL RES RNGR WKC OIS MTL DKL SPH CY 2023
Distribution (Dividend) Yield [2] 0 0 0 0 0 0 0 0 0 0 0 0 0 0 7.1% 6.4% 5.1% 4.4% 4.0% Median: 2.1% Median: 2.4% 2.4% 2.1% 1.6% 1.8% 0.9% 0.7% 0.3% 0.0% 0.0% Company [3] ASC GEL TEN AE NMM NGL SPH MTL RES DKL WKC RNGR OIS Tier 1 Tier 2 Note: No
company shown for comparative purposes is identical to the Company. 1. LTM Adjusted EBITDA shown proforma for the Company's exit from the Butane optimization business. 2. Based on public trading prices of common stock as of 10/1/24. 3. Represents
figures as of 5/23/24, the last full day of trading prior to the announcement of the Offer. AE refers to Adams Resources & Energy, Inc., ASC refers to Ardmore Shipping Corporation, DKL Delek Logistics Partners, LP, GEL refers to Genesis Energy,
L.P., MTL Mullen Group Ltd., NMM refers to Navios Maritime Partners L.P., NGL refers to NGL Energy Partners LP, OIS refers to Oil States International, Inc., RNGR refers to Ranger Energy Services, Inc., RES refers to RPC, Inc., SPH refers to
Suburban Propane Partners, L.P., TEN refers to Tsakos Energy Navigation Limited, and WKC refers to World Kinect Corporation. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring
items; CY refers to Calendar Year; LTM refers to Latest 12 Months. Sources: Bloomberg, Capital IQ, Company management and public filings. 38
Revised for current consensus estimates Selected Benchmarking Data
(cont.) Projected CY 2023 to CY 2024E Distribution (Dividend) Growth 0 0 0 0 0 0 0 0 0 0 0 0 0 0 17.9% 10.0% Median: 5.0% 6.1% Median: 3.1% 5.0% 0.0% 0.0% NA NA NA 0.0% 0.0% NA NA NMF Company ASC GEL NMM TEN AE NGL WKC MTL RES SPH OIS RNGR DKL
Projected CY 2024E to CY 2025E Distribution (Dividend) Growth 0 0 0 0 0 0 0 0 0 0 0 0 0 0 12.6% 9.9% 9.0% Median: 0.0% Median: 4.0% 4.0% 0.0% 0.0% NA NA NA 0.0% NA 0.0% NA -15.0% Company GEL NMM ASC TEN AE NGL WKC MTL DKL RES SPH OIS RNGR Tier 1
Tier 2 Note: No company shown for comparative purposes is identical to the Company. AE refers to Adams Resources & Energy, Inc., ASC refers to Ardmore Shipping Corporation, DKL Delek Logistics Partners, LP, GEL refers to Genesis Energy, L.P.,
MTL Mullen Group Ltd., NMM refers to Navios Maritime Partners L.P., NGL refers to NGL Energy Partners LP, OIS refers to Oil States International, Inc., RNGR refers to Ranger Energy Services, Inc., RES refers to RPC, Inc., SPH refers to Suburban
Propane Partners, L.P., TEN refers to Tsakos Energy Navigation Limited, and WKC refers to World Kinect Corporation. CY refers to Calendar Year. E refers to Estimated. NA refers to Not Available. NMF refers to not meaningful figure. Sources:
Bloomberg, Capital IQ, Company management and public filings. 39
Revised for current consensus estimates Selected Benchmarking Data
(cont.) Projected CY 2023 to CY 2024E Adjusted EBITDA Growth 0 0 0 0 0 0 0 0 0 0 0 0 0 0 22.9% 9.0% 9.1% Median: -2.9% 2.7% 3.0% 2.8% Median: -4.0% -0.2% -4.0% -5.4% -8.6% -12.4% -15.9% -20.9% -32.1% Company [1] ASC NMM NGL TEN GEL AE [2] DKL MTL
SPH OIS WKC RNGR RES Projected CY 2024E to CY 2025E Adjusted EBITDA Growth 0 0 0 0 0 0 0 0 0 0 0 0 0 0 33.0% Median: 12.3% 25.0% Median: 18.3% 24.1% 22.4% 21.0% 15.5% 14.9% 12.3% 11.9% 10.3% 8.6% 5.4% 1.7% -24.5% Company GEL TEN AE [2] NMM NGL ASC
RNGR OIS RES WKC DKL SPH MTL Tier 1 Tier 2 Note: No company shown for comparative purposes is identical to the Company. 1. CY 2023 Adjusted EBITDA shown proforma for the Company's exit from the Butane optimization business. 2. Represents Adjusted
EBITDA estimates per Capital IQ. AE refers to Adams Resources & Energy, Inc., ASC refers to Ardmore Shipping Corporation, DKL Delek Logistics Partners, LP, GEL refers to Genesis Energy, L.P., MTL Mullen Group Ltd., NMM refers to Navios Maritime
Partners L.P., NGL refers to NGL Energy Partners LP, OIS refers to Oil States International, Inc., RNGR refers to Ranger Energy Services, Inc., RES refers to RPC, Inc., SPH refers to Suburban Propane Partners, L.P., TEN refers to Tsakos Energy
Navigation Limited, and WKC refers to World Kinect Corporation. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items; CY refers to Calendar Year; E refers to Estimated.
Sources: Bloomberg, Capital IQ, Company management and public filings. 40
Revised for current consensus estimates Selected Benchmarking Data
(cont.) Projected CY 2025E to CY 2026E Adjusted EBITDA Growth 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Median: 3.7% 11.1% 11.0% Median: 5.1% 7.8% 6.4% 5.1% NA NA NA NA 3.6% 1.9% -0.2% -3.5% -32.8% Company TEN GEL NMM ASC NGL AE WKC DKL SPH MTL RES RNGR OIS CY
2023 Adjusted EBITDA to CY 2023 Revenue 0 0 0 0 0 0 0 0 0 0 0 0 0 0 57.2% 52.9% 40.3% Median: 32.0% 37.7% Median: 15.7% 23.1% 23.8% 18.6% 15.7% 14.1% 11.2% 13.3% 8.5% 1.0% 0.8% Company [1] NMM TEN ASC GEL NGL AE DKL RES SPH MTL RNGR OIS WKC Tier 1
Tier 2 Note: No company shown for comparative purposes is identical to the Company. 1. CY 2023 Adjusted EBITDA shown proforma for the Company's exit from the Butane optimization business. AE refers to Adams Resources & Energy, Inc., ASC refers
to Ardmore Shipping Corporation, DKL Delek Logistics Partners, LP, GEL refers to Genesis Energy, L.P., MTL Mullen Group Ltd., NMM refers to Navios Maritime Partners L.P., NGL refers to NGL Energy Partners LP, OIS refers to Oil States International,
Inc., RNGR refers to Ranger Energy Services, Inc., RES refers to RPC, Inc., SPH refers to Suburban Propane Partners, L.P., TEN refers to Tsakos Energy Navigation Limited, and WKC refers to World Kinect Corporation. Adjusted EBITDA refers to Earnings
Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items; CY refers to Calendar Year; E refers to Estimated; NA refers to Not Available. Sources: Bloomberg, Capital IQ, Company management and public filings.
41
Revised for current consensus estimates Selected Benchmarking Data
(cont.) CY 2024E Adjusted EBITDA to CY 2024E Revenue 0 0 0 0 0 0 0 0 0 0 0 0 0 0 64.0% 58.4% 40.8% Median: 20.8% Median: 16.2% 20.8% 20.4% 17.2% 16.2% 15.4% 13.2% 11.3% 9.8% 0.8% 0.8% NA Company ASC NMM GEL NGL AE [1] TEN DKL SPH RES MTL RNGR OIS
WKC CY 2025E Adjusted EBITDA to CY 2025E Revenue 0 0 0 0 0 0 0 0 0 0 0 0 0 0 61.2% 59.3% 43.0% Median: 25.4% 25.4% Median: 16.2% 23.8% 18.5% 16.2% 15.4% 15.0% 13.2% 10.8% 0.9% 1.0% NA Company ASC NMM GEL NGL AE [1] TEN DKL SPH RES MTL RNGR OIS WKC
Tier 1 Tier 2 Note: No company shown for comparative purposes is identical to the Company. 1. Represents Adjusted EBITDA estimates per Capital IQ. AE refers to Adams Resources & Energy, Inc., ASC refers to Ardmore Shipping Corporation, DKL Delek
Logistics Partners, LP, GEL refers to Genesis Energy, L.P., MTL Mullen Group Ltd., NMM refers to Navios Maritime Partners L.P., NGL refers to NGL Energy Partners LP, OIS refers to Oil States International, Inc., RNGR refers to Ranger Energy
Services, Inc., RES refers to RPC, Inc., SPH refers to Suburban Propane Partners, L.P., TEN refers to Tsakos Energy Navigation Limited, and WKC refers to World Kinect Corporation. Adjusted EBITDA refers to Earnings Before Interest, Taxes,
Depreciation and Amortization, adjusted for certain non-recurring items; CY refers to Calendar Year; E refers to Estimated; NA refers to Not Available. Sources: Bloomberg, Capital IQ, Company management and public filings. 42
Revised for current consensus estimates Selected Benchmarking Data
(cont.) CY 2023 Capital Expenditures to CY 2023 Adjusted EBITDA 0 0 0 0 0 0 0 0 0 0 0 0 0 0 82.0% 63.5% 62.2% Median: 52.6% 48.3% 43.2% Median: 32.5% 43.0% 34.9% 34.1% 32.5% 22.7% 25.0% 24.1% 17.4% 15.9% Company [1] GEL TEN NMM AE NGL ASC RES RNGR
OIS MTL DKL WKC SPH CY 2024E Capital Expenditures to CY 2024E Adjusted EBITDA 0 0 0 0 0 0 0 0 0 0 0 0 0 0 104.2% 81.8% Median: 54.8% 55.8% 54.8% 49.2% Median: 24.8% 43.0% 38.8% 26.8% 24.8% 19.3% 17.6% 13.7% 12.0% NA Company NMM GEL AE [2] ASC NGL
TEN RES RNGR OIS MTL WKC SPH DKL Tier 1 Tier 2 Note: No company shown for comparative purposes is identical to the Company. 1. CY 2023 Adjusted EBITDA shown proforma for the Company's exit from the Butane optimization business. 2. Represents
Adjusted EBITDA estimates per Capital IQ. AE refers to Adams Resources & Energy, Inc., ASC refers to Ardmore Shipping Corporation, DKL Delek Logistics Partners, LP, GEL refers to Genesis Energy, L.P., MTL Mullen Group Ltd., NMM refers to Navios
Maritime Partners L.P., NGL refers to NGL Energy Partners LP, OIS refers to Oil States International, Inc., RNGR refers to Ranger Energy Services, Inc., RES refers to RPC, Inc., SPH refers to Suburban Propane Partners, L.P., TEN refers to Tsakos
Energy Navigation Limited, and WKC refers to World Kinect Corporation. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring items; CY refers to Calendar Year; E refers to
Estimated; NA refers to Not Available. Sources: Bloomberg, Capital IQ, Company management and public filings. 43
Revised for current consensus estimates and Selected Benchmarking Data
(cont.) updated financials where available CY 2025E Capital Expenditures to CY 2025E Adjusted EBITDA 0 0 0 0 0 0 0 0 0 0 0 0 0 0 70.7% 45.3% Median: 21.8% Median: 26.2% 33.3% 32.6% 29.7% 29.2% 26.2% 21.8% 19.7% 19.2% 14.8% 9.6% 5.9% NA Company AE
[1] NMM NGL GEL ASC TEN RES OIS RNGR MTL SPH WKC DKL (LTM Adjusted EBITDA – Capital Expenditures - Interest Expense) / LTM Adjusted EBITDA 0 0 0 0 0 0 0 0 0 0 0 0 0 0 Median: 46.1% 58.0% 54.0% 54.3% 49.6% 46.1% 45.9% 35.1% Median: 16.7% 22.1%
21.9% 13.6% 19.7% 9.3% 0.6% -41.9% Company ASC NMM NGL AE TEN GEL MTL OIS SPH WKC DKL RNGR RES [2] Tier 1 Tier 2 Note: No company shown for comparative purposes is identical to the Company. 1. Represents Adjusted EBITDA estimates per Capital IQ. 2.
LTM Adjusted EBITDA shown proforma for the Company's exit from the Butane optimization business. AE refers to Adams Resources & Energy, Inc., ASC refers to Ardmore Shipping Corporation, DKL Delek Logistics Partners, LP, GEL refers to Genesis
Energy, L.P., MTL Mullen Group Ltd., NMM refers to Navios Maritime Partners L.P., NGL refers to NGL Energy Partners LP, OIS refers to Oil States International, Inc., RNGR refers to Ranger Energy Services, Inc., RES refers to RPC, Inc., SPH refers to
Suburban Propane Partners, L.P., TEN refers to Tsakos Energy Navigation Limited, and WKC refers to World Kinect Corporation. Adjusted EBITDA refers to Earnings Before Interest, Taxes, Depreciation and Amortization, adjusted for certain non-recurring
items; CY refers to Calendar Year; E refers to Estimated; LTM refers to Latest 12 Months; NA refers to Not Available. Sources: Bloomberg, Capital IQ, Company management and public filings. 44
DISCLAIMER 05 04
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CORPORATE FINANCE FINANCIAL RESTRUCTURING FINANCIAL AND VALUATION
ADVISORY HL.com
Exhibit (c)(11) Project Augusta Discussion Materials April 25,
2024
Executive Summary • Martin Resources Management Corporation
(“MRMC”) is considering a potential buyout of the limited partnership units not owned by MRMC (83.9% of the total L.P. units) of Martin Midstream Partners L.P. (“MMLP” or the “Partnership”) • MRMC has
retained Wells Fargo Securities, LLC (“WFS”) as its financial advisor and Baker Botts LLP (“Baker Botts”) as its legal advisor • MMLP’s Conflicts Committee has retained Houlihan Lokey as its financial advisor and
Potter Anderson and Munsch Hardt as its legal advisors • Total value of MMLP units to be purchased is $85.3 million based on closing price of $2.60 per MMLP unit as of 4/23/2024 • Transaction would be a merger of a new wholly-owned
subsidiary of MRMC into MMLP • Consideration paid to MMLP unitholders will be all cash • MRMC management expects to fund the transaction via an upsized ABL facility at the MRMC level, as well as a potential term loan • WFS and
Regions Bank (“Regions”) are seeking internal approval to fully underwrite the upsized ABL facility • MRMC Management will update the Board as financing plan is finalized • Upon finalizing the financing plan, MRMC management
will seek Board approval for the price and terms of an initial offer • Submission of a proposal to MMLP will trigger the need to amend Schedule 13D filings for MRMC and Ruben Martin and disclose the offer letter as an attachment •
Transaction is expected to take approximately 17 – 24 weeks to complete • Five-year financial forecast and other MMLP estimates or assumptions contained herein have been prepared by management and have been approved by MRMC for use by
WFS in providing financial analysis to MRMC in connection with the transaction 2
MMLP Segment Market Update • Consistent fee-based business with
long-term contracts • No re-contracting risk in 2024; however, 2025 risk is extensive but we expect most contracts will be Terminalling and renewed with stable re-contracting rates Storage • Overall economy, and other macro drivers, will
continue to influence demand from our land transportation customers, as well as rates, inflationary costs, insurance premium increases and driver availability Transportation • Marine fundamentals continue propelling rate increases with no
supply response yet occurring • Expect strong refinery utilization into the future in the market we service • Near-term expectations of lower fertilizer sales volumes and margins as farmers input and finance Sulfur Services costs
increase, and major grain prices have been in decline • Overcapacity in the lubricants market expected to remain • Less competitive profile in the Grease business Specialty Products 3
Financing Discussion Strategy MRMC Transaction Financing ($ in MM)
• MRMC management is currently in discussions with Wells Fargo and Regions regarding financing for the Premium At Market 5% 10% 15% 20% purchase of MMLP Unit Price as of 4/23/2024 $2.60 $2.73 $2.86 $2.99 $3.12 • An amended and upsized
ABL facility could provide up Non-MRMC Units (fully diluted) 32.8 32.8 32.8 32.8 32.8 to $200MM of financing MMLP Buyout $85.3 $89.5 $93.8 $98.1 $102.3 • However, the amount of collateral available to Transaction Costs $8.3 $8.3 $8.3 $8.3 $8.3
secure the facility is currently being evaluated and will determine potential availability under the facility Total Cash Needed $93.6 $97.8 $102.1 $106.3 $110.6 • In addition to the ABL, a Term Loan facility is being contemplated to facilitate
the buyout of MMLP and ensure sufficient pro forma liquidity • Management will update the MRMC Board as the financing package is finalized • No proposal will be made prior to ensuring availability of financing 4 Source: MRMC / MMLP
Management, FactSet | Market data as of 4/23/2024
Volume (MM) MMLP Price Performance and Key Metrics ($ in MM) $8.00 3.00
Unit Price as of 4/23/2024 $2.60 % Premium to 52-Week Low 45.9% % Discount to 52-Week High (21.2%) Revolving Credit Facility $50.0 11.50% Senior Secured Notes Due February 2028 $400.0 Net Debt $449.9 Total Market Capitalization $101.2 $6.00 2.25
Total Enterprise Value $551.1 (1) 2024E EBITDA $115.5 (1) 2025E EBITDA $120.1 TEV / 2024E EBITDA 4.8x TEV / 2025E EBITDA 4.6x 5.5x Net Debt / 2024E EBITDA 3.9x $4.00 1.50 5.1x Net Debt / 2025E EBITDA 3.7x 4.3x 4.0x $2.60 $2.00 0.75 $0.00 0.00
4/23/23 5/23/23 6/23/23 7/23/23 8/23/23 9/23/23 10/23/23 11/23/23 12/23/23 1/23/24 2/23/24 3/23/24 4/23/24 (2) Unit Price Daily Volume (MM) LTM Net Leverage Source: Company filings, FactSet | Market data as of 4/23/2024 (1) Estimates per MRMC / MMLP
Management Projections 5 (2) LTM Net Leverage metrics are inclusive of losses attributable to Butane Segment $/Unit
MMLP Units Traded Analysis | (% of Total Volume) 3 Months 6 Months 3
Month Summary Statistics 6 Month Summary Statistics 100% 100% Total Volume (MM) 2.850 Total Volume (MM) 7.179 % Float 10.1% % Float 25.5% Avg. Daily Trading Volume (MM) 0.045 Avg. Daily Trading Volume (MM) 0.057 Mean $2.47 Mean $2.47 75% 75% VWAP
$2.50 VWAP $2.49 59.7% 48.5% 46.6% 50% 50% 27.9% 25% 25% 12.4% 4.9% 0.0% 0.0% 0.0% 0.0% 0.0% 0.0% 0% 0% $2.00 - $2.25 $2.25 - $2.50 $2.50 - $2.75 $2.75 - $3.00 $3.00 - $3.25 $3.25 - $3.50 $2.00 - $2.25 $2.25 - $2.50 $2.50 - $2.75 $2.75 - $3.00 $3.00
- $3.25 $3.25 - $3.50 12 Months 18 Months 12 Month Summary Statistics 18 Month Summary Statistics 100% 100% Total Volume (MM) 16.924 Total Volume (MM) 24.965 % Float 60.1% % Float 88.7% Avg. Daily Trading Volume (MM) 0.067 Avg. Daily Trading Volume
(MM) 0.066 75% Mean $2.46 75% Mean $2.63 VWAP $2.56 VWAP $2.70 50% 50% 39.6% 26.8% 25.0% 25% 25% 16.9% 12.8% 12.6% 10.0% 8.7% 8.6% 6.8% 0.0% 0.0% 0% 0% $2.00 - $2.25 $2.25 - $2.50 $2.50 - $2.75 $2.75 - $3.00 $3.00 - $3.25 $3.25 - $3.50 $2.00 - $2.25
$2.25 - $2.50 $2.50 - $2.75 $2.75 - $3.00 $3.00 - $3.25 $3.25 - $3.50 6 Source: Company filings, FactSet | Market data as of 4/23/2024
MMLP Wall Street Perspectives Analyst Commentary “Martin Midstream
reduced debt by $20 million in 4Q:23 ($73.5 “ In our view, 2024 will represent a period of stabilization for Martin million in FY2023), improving the adjusted leverage ratio to 3.75x. Midstream after exiting the butane optimization business in
1H:23. Although MMLP met its adjusted leverage ratio goal, the The remaining business is largely driven by service and fixed-fee company could experience a nominal short-term increase in the contracts, creating steadier cash flow. 4Q:23
distributable cash leverage ratio based on a 1H:24 weighted CAPEX budget. flow of $8.6 million beat our $5.7 million forecast, with the land Management has earmarked $49 million for total 2024 CAPEX, transportation and sulfur services businesses
outperforming and we estimate roughly $33 million (67%) will be spent in 1H:24. expectations… We forecast 1Q adjusted free cash flow will As a result, management will continue to focus on debt reduction decline year-over-year, but improve
sequentially to $4.5 million in until the adjusted leverage ratio remains at 3.75x or below on a 1Q:24 from $3.7 million in 4Q:23.” sustainable basis, before taking action to increase shareholder returns.” (1) (1) - Kyle May, Sidoti
& Company , April 16, 2024 - Kyle May, Sidoti & Company , February 15, 2024 Recent Broker Ratings and Target Prices 2024E – 2025E Consensus Median Estimates Analyst MRMC / MMLP Mgmt. Date Broker Rating Price Target ($ in Millions,
unless per unit ) 2024E 2025E 2024E 2025E 15 Feb '24 Stifel, Nicolaus & Co. Hold $3.00 EBITDA $116 $119 $115 $120 (1) 15 Apr '24 Sidoti and Company - $4.00 CFO $53 $65 $54 $68 Mean $3.50 CapEx $49 $35 $55 $35 Median $3.50 Free Cash Flow $4 $29
$1 $33 Distributable Cash Flow $26 $34 $20 $38 Current Unit Price (as of 4/23/24) $2.60 Distributable Cash Flow per Unit $0.82 $1.04 $0.53 $0.98 % of Median Price Target 74.3% Source: Factset, MRMC / MMLP Management | Market data as of 4/23/2024 7
(1) Sidoti and Company is a paid research firm
Recent Premiums Paid and Process Timelines Initial Terms Final Terms
Weeks Diversified Specialty Services Midstream Business Strategically Located Along the Gulf Coast with % Change Relative # of Offer Length of Final Operations in Four Key Business Segments Date Offer Value Premium / Offer Value Premium / to Initial
Price Negotiation Total Length of Agreement to Announced Per Unit (Discount) Per Unit (Discount) Premium Revisions Process Process Proxy Filing Buyer Seller % Stock 7/25/2022 Shell Plc Shell Midstream Partners LP $12.89 0.0% 0.0% $15.85 9.6% 9.6% 6
23 24 8 6/2/2022 Hartree Partners Sprague Resources LP $16.50 10.6% 0.0% $19.00 18.9% 8.3% 6 20 21 5 5/13/2022 Diamondback Energy, Inc. Rattler Midstream LP $14.81 5.0% 100.0% $14.36 14.6% 9.5% 7 6 10 10 4/22/2022 Ergon BlueKnight Energy Partners LP
LLC $3.32 9.9% 0.0% $4.65 40.9% 31.0% 6 28 28 11 12/20/2021 BP p.l.c. BP Midstream Partners LP $13.35 0.0% 100.0% $15.12 17.1% 17.1% 4 20 25 11 10/27/2021 Phillips 66 Phillips 66 Partners LP $32.57 (0.0%) 100.0% $41.11 4.8% 4.8% 5 29 30 14 3/4/2021
Chevron Corporation Noble Midstream Partners LP $12.47 (0.2%) 100.0% $14.43 (4.1%) (3.8%) 1 4 5 6 7/27/2020 CNX Resources Corporation CNX Midstream Partners LP $8.38 4.5% 100.0% $8.47 28.1% 23.5% 6 6 9 5 3/27/2020 Sprague Resources Holdings LLC
Sprague Resources LP $13.00 4.0% W / D W / D W / D W / D N / A 10 10 N / A 2/27/2020 Equitrans Midstream Corporation EQM Midstream Partners LP $22.42 (3.2%) 100.0% $21.18 (1.5%) 1.6% 3 3 20 9 8/5/2019 Ergon, Inc. BlueKnight Energy Partners LP $1.35
7.1% W / D W / D W / D W / D N / A 5 5 N / A 4/2/2019 UGI Corporation AmeriGas Partners, L.P. $32.30 6.5% 78.4% $35.33 13.5% 6.9% 4 9 16 15 3/18/2019 ArcLight Energy Partners American Midstream Partners, LP $6.10 3.4% 0.0% $5.25 31.3% 27.9% 4 24 25
15 11/26/2018 ArcLight Energy Partners TransMontaigne Partners L.P. $38.00 3.7% 0.0% $41.00 12.6% 8.9% 4 20 27 3 11/26/2018 Dominion Energy Inc Dominion Energy Midstream Partners, LP $17.75 0.0% 100.0% $18.22 0.5% 0.5% 2 10 10 8 11/8/2018 Western
Gas Equity Partners, LP Western Gas Partners, LP $43.77 49.6% 100.0% $50.33 7.6% (42.0%) 2 1 26 12 10/22/2018 EnLink Midstream LLC EnLink Midstream Partners, L.P. $19.81 4.7% 100.0% $18.46 1.1% (3.6%) 3 3 32 7 10/18/2018 Valero Energy Corporation
Valero Energy Partners LP $40.00 10.7% 0.0% $42.25 7.2% (3.5%) 4 4 5 3 10/9/2018 Antero Midstream Corp. Antero Midstream Partners LP $30.78 60.0% 89.1% $31.41 83.4% 23.4% 7 18 33 16 9/18/2018 Enbridge Inc. Enbridge Energy Management, L.L.C. $9.44
6.7% 100.0% $11.48 9.8% 3.1% 7 18 18 8 9/18/2018 Enbridge Inc. Enbridge Income Fund Holdings Inc. $22.98 5.2% 98.6% $25.53 1.9% (3.3%) 2 18 18 2 9/18/2018 Enbridge Inc. Enbridge Energy Partners, L.P. Class A $10.08 0.0% 100.0% $11.48 2.1% 2.1% 7 18
18 8 Mean $19.19 8.6% 68.3% $22.24 15.0% 6.1% 5 13 19 9 Median $15.66 4.6% 100.0% $18.34 9.7% 5.9% 4 14 19 8 $10.68 0.0% 0.0% $13.64 2.0% (0.5%) 3 5 10 6 25th Percentile 75th Percentile $28.83 7.0% 100.0% $32.39 17.6% 11.5% 6 20 26 11 Source:
Company filings, FactSet 8 Note: Premium / (discount) represents offer relative to unaffected stock price of target
MMLP Projected Financial Summary (1) EBITDA ($MM) DCF ($MM)
Transportation Services Terminalling & Storage Sulfur Services Specialty Products Unallocated SG&A $62.5 $120.1 $119.9 $119.1 $118.1 $115.5 $23.0 $22.8 $22.7 $22.5 $22.1 $42.0 $38.2 $35.1 $27.5 $35.0 $36.1 $36.5 $36.8 $37.3 $20.5 $37.7 $38.1
$38.7 $39.9 $44.4 $40.9 $39.6 $37.1 $36.5 2024 2025 2026 2027 2028 ($16.8) ($15.9) ($16.6) ($16.8) ($16.7) 2024 2025 2026 2027 2028 (1) (2) Capital Expenditures ($MM) Free Cash Flow Before Debt Repayment ($MM) Growth Capex Maintenance Capex $55.5
$48.0 $41.6 $21.6 $38.6 $37.5 $35.5 $32.6 $10.8 $29.7 $5.9 $12.6 $15.1 $24.7 $33.9 $30.8 $29.6 $24.9 $23.5 $0.6 2024 2025 2026 2027 2028 2024 2025 2026 2027 2028 Source: MRMC / MMLP Management 9 (1) Analysis assumes 11.5% Senior Notes due 2027 are
refinanced at maturity at illustrative interest rate of 8.5% (2) Calculated as DCF less Growth Capex, plus Proceeds from Asset Sales
Preliminary MMLP Discounted Cash Flow Analysis ($ in MM, except per
unit amounts) Q2 - Q4 2024 FY 2025P FY 2026P FY 2027P FY 2028P Terminal Value MMLP EBITDA $85 $120 $120 $118 $119 (-) Cash Taxes (3) (5) (5) (5) (5) (-) Maintenance Capex (23) (30) (31) (25) (23) (-) Changes in Working Capital 4 1 (0) (13) (0) (-)
Phantom Stock (0) 1 (1) 0 0 (+) Proceeds from Asset Sales 2 0 0 0 1 (-) Growth Capex (15) (6) (11) (13) (15) Unlevered Free Cash Flow $49 $82 $72 $63 $76 Terminal Multiple 4.5x Terminal EBITDA $119 Implied Perpetuity Growth Rate (3.2%) PV of
Unlevered Cash Flows at 10.5% Discount Rate $272 PV of Terminal Value at 10.5% Discount Rate $333 Enterprise Value $606 (-) Net Debt Balance (as of 4/1/2024) ($450) Total Equity Value $156 Total Diluted Units Outstanding (MM) 38.91 Implied Unit
Price $4.00 Implied 2024E EBITDA Multiple 5.2x Implied 2025E EBITDA Multiple 5.0x Implied Unit Price Sensitivity Terminal Multiple 4.5x 5.0x 5.5x 6.0x 6.5x 8.5% $5.05 $6.09 $7.12 $8.16 $9.20 9.5% $4.50 $5.50 $6.49 $7.48 $8.48 10.5% $4.00 $4.95 $5.91
$6.86 $7.81 11.5% $3.49 $4.40 $5.31 $6.22 $7.14 12.5% $3.02 $3.89 $4.77 $5.64 $6.51 Source: MRMC / MMLP Management Projections, FactSet 10 Note: Assumes transaction effective date of 4/1/2024 Discount Rate
Illustrative Transaction Timeline Illustrative Timeline for MMLP Take
Private Transaction • Buyer determines preferred transaction structure and proposal terms and analyzes legal and tax considerations Preliminary • Target Board authorizes conflicts committee to consider proposal (when made) • Buyer
submits letter to Target Board indicating its interest in transaction (“T”) and Sponsor amends its Schedule 13D (2) • Target announces receipt of proposal from Buyer • MRMC and Ruben Martin file required amendments to Item 4
of Schedule 13D (1) Pre-Signing Period • Target conflicts committee engages independent legal and financial advisors T + 4-8 Weeks • Target conflicts committee and its advisors perform due diligence • Buyer submits draft merger
agreement and support agreement to Target conflicts committee • Buyer negotiates agreements with Target conflicts committee • Buyer Board and Target conflicts committee review final draft agreements Definitive Agreement • Target
conflicts committee receives fairness opinion Period • Buyer receives fairness opinion T + 8-10 Weeks • Board (upon recommendation of conflicts committee, in case of Target) of each party approves agreements • Merger agreement and
support agreement executed T + 13-14 Weeks • Buyer and Target jointly file Schedule 13E-3 and Target files preliminary proxy statement concurrently • Target receives SEC comments or clearance/no review and files amendment to Schedule
13E-3 • SEC generally notifies within 10 days whether it will review the filing T + 15-16 Weeks • Once clear/no review, mail definitive proxy statement • If reviewed, add 2-6 weeks before mailing definitive proxy At least 30 days
after • Unitholder meeting to approve merger mailing definitive • Close merger; file certificate of merger; and merger then becomes effective (3) proxy statement • Approximately 17-24 weeks Total Time from T Source: Baker Botts (1)
Length of period prior to signing will vary, among other things, depending on the actions, including negotiating strategy and tactics, of the conflicts committee and its advisors. The period from date Buyer submits initial proposal to Target before
execution of definitive agreements could range from a few weeks to two months or more. (2) To be discussed with MLP and MLP’s financial and legal advisors whether to make such proposal public or to negotiate privately. (3) Target’s Third
Amended and Restated LP Agreement requires that notice of a meeting be given at least 10 days before the meeting and not more than 60 days. However, for 11 fundamental transactions like a merger, proxy solicitors generally recommend a period of 30
days or more to allow for solicitation of proxies. In addition, Rule 13e-3(f) of the Exchange Act requires a period of at least 20 days from delivery of the proxy materials before a vote can be taken.
Exhibit (c)(12) Project Augusta Discussion Materials May 24,
2024
Executive Summary • Wells Fargo Securities, LLC
(“WFS”) is pleased to provide the following materials to the Board of Directors (the “Board”) of Martin Resources Management Corporation (“MRMC”) regarding the potential buyout of the limited partnership units not
owned by MRMC (84.3% of the total L.P. units) of Martin Midstream Partners L.P. (“MMLP” or the “Partnership”) • The total value of MMLP units to be purchased is $98.7 million based on closing price of $3.00 per MMLP
unit as of 5/23/2024 • Consideration paid to MMLP unitholders would be all cash • The current price per MMLP unit represents a 3.0% premium to the 30-day VWAP ($2.91 per MMLP unit) and represents a 17.1% premium to the 90-trading day
closing average ($2.56 per MMLP unit) • MRMC management expects to fund the transaction via an upsized ABL facility at the MRMC level, as well as a new Term Loan facility at the MRMC level • WFS and Regions Bank (“Regions”)
have received “green light” internal approvals to fully underwrite the upsized ABL facility and new Term Loan, subject to acceptable definitive documentation and completion of satisfactory due diligence • MRMC Management is seeking
Board approval for the initial offer • Submission of a proposal to MMLP will trigger the need to amend Schedule 13D filings for MRMC and Ruben Martin and disclose the offer letter as an attachment Source: FactSet 2
MRMC Strategic Rationale • The appeal of the Master Limited
Partnership (“MLP”) structure has diminished with investors • MLPs are experiencing upward pressure to increase distributions / yields in order to stay competitive with interest rate sensitive securities • Additionally,
Corporate tax rate cuts have reduced the key tax advantage that MLPs once had over Corporations • As a result, many MLPs have converted to Corporations or have been acquired or absorbed by their General Partner (approximately 35 MLPs today vs
124 in 2015) • MMLP’s relatively small Market Capitalization further limits institutional interest (MMLP has the smallest market capitalization of all remaining Midstream Energy MLPs) • This inadequate trading volume of MMLP Units
has resulted in insufficient liquidity for investors, and MMLP Units continue to trade at a discount to peers even as financial results have improved • MMLP’s potential growth opportunities going forward are outside of MLP qualifying
income sources 3
Financing Discussion Strategy Illustrative Transaction •
Currently, MRMC has a $100 million ABL structure in place, allowing ($ in MM) borrowing against cash, receivables, and inventory. Regions is sole Premium At Market 5% 10% 15% 20% lender with June’27 maturity Unit Price as of 5/23/2024 $3.00
$3.15 $3.30 $3.45 $3.60 • As of 3/31/24, MRMC had ~$71 million of availability under the ABL (net of ABL outstanding and L/Cs), supported by ~$129 million of total net assets Non-MRMC Units (fully diluted) 32.9 32.9 32.9 32.9 32.9 • MRMC
intends to finance the proposed transaction via drawings under Non-MRMC Equity Value $98.7 $103.6 $108.5 $113.5 $118.4 an upsized $180 million ABL facility • Additionally, MRMC intends to put in place a $20 million Term Loan facility
Transaction Costs $8.3 $8.3 $8.3 $8.3 $8.3 to support seasonal liquidity needs Total Cash Needed $106.9 $111.9 $116.8 $121.7 $126.7 (1) Indicative Financing Terms Illustrative MRMC Capital Structure Martin Resource Management Corporation Borrower
Status Quo Adjustments Pro Forma ($ in MM) All current and future direct and indirect subsidiaries of the Borrower Guarantor(s) Regions Bank Cash $5.0 $20.0 $25.0 Admin Agent Regions Bank and Wells Fargo Bank, National Association Lenders ABL
Facility (ABL) $16.2 $106.9 $123.2 Regions Bank Treasury Mgt Term Loan - 20.0 20.0 Bank • $180MM ABL GP Loan 3.7 - 3.7 Facility Amount • $20MM TL ESOP Notes - Class C 30.6 - 30.6 • Committed Sr. Secured ABL Facility Facility
• Secured Term Loan Description Total MRMC Debt $50.5 $126.9 $177.5 TBD Maturity Implied Metrics - Consolidated • Secured by all personal property assets of Borrower, including but not limited to A/Rs, inventory, equipment, and general
intangibles. Net Debt / LTM EBITDA 2.3x 4.3x Commodities accounts and securities accounts will be pledged to Security and subject to a control agreement • TL secured by real property, and MRMC’s equity interest in MMLP The Facility may
be used to finance the purchase and sale of Purpose petroleum products, for related hedging and working capital requirements, and for funding permitted acquisitions Financial • Fixed Charge Coverage Ratio: TBD • Minimum Availability: TBD
Covenants Source: MRMC / MMLP Management, FactSet | Market data as of 5/23/2024 (1) Adjustments illustratively reflect transaction at current market pricing; status quo balance sheet figures as of 3/31/2024; pro forma cash balance reflects $5MM of
existing cash on 4 hand plus $20MM from the new Term Loan; consolidated leverage metrics reflect MRMC + MMLP on a proportionally consolidated basis
Volume (MM) MMLP Price Performance and Key Metrics ($ in MM) $8.00 3.00
Unit Price as of 5/23/2024 $3.00 % Premium to 52-Week Low 68.4% % Discount to 52-Week High (9.1%) Revolving Credit Facility $50.0 11.50% Senior Secured Notes Due February 2028 $400.0 Net Debt $449.9 Total Market Capitalization $117.0 $6.00 2.25
Total Enterprise Value $567.0 (1) 2024E EBITDA $115.5 (1) 2025E EBITDA $120.1 TEV / 2024E EBITDA 4.9x TEV / 2025E EBITDA 4.7x 5.5x Net Debt / 2024E EBITDA 3.9x $4.00 1.50 Net Debt / 2025E EBITDA 3.7x 5.1x 4.3x $3.00 4.0x $2.00 0.75 $0.00 0.00
5/23/23 6/23/23 7/23/23 8/23/23 9/23/23 10/23/23 11/23/23 12/23/23 1/23/24 2/23/24 3/23/24 4/23/24 5/23/24 (2) Unit Price Daily Volume (MM) LTM Net Leverage Source: Company filings, FactSet | Market data as of 5/23/2024 (1) Estimates per MRMC / MMLP
Management Projections 5 (2) LTM Net Leverage metrics are inclusive of losses attributable to Butane Segment $/Unit
Recent Premiums Paid and Process Timelines Initial Terms Final Terms
Weeks Diversified Specialty Services Midstream Business Strategically Located Along the Gulf Coast with % Change Relative # of Offer Length of Final Operations in Four Key Business Segments Date Offer Value Premium / Offer Value Premium / to Initial
Price Negotiation Total Length of Agreement to Announced Per Unit (Discount) Per Unit (Discount) Premium Revisions Process Process Proxy Filing Buyer Seller % Stock 7/25/2022 Shell Plc Shell Midstream Partners LP $12.89 0.0% 0.0% $15.85 23.0% 23.0%
6 23 24 8 6/2/2022 Hartree Partners Sprague Resources LP $16.50 10.6% 0.0% $19.00 27.3% 16.8% 6 20 21 5 5/13/2022 Diamondback Energy, Inc. Rattler Midstream LP $14.81 5.0% 100.0% $14.36 1.8% (3.2%) 7 6 10 10 4/22/2022 Ergon BlueKnight Energy
Partners LP LLC $3.32 9.9% 0.0% $4.65 54.0% 44.0% 6 28 28 11 12/20/2021 BP p.l.c. BP Midstream Partners LP $13.01 0.0% 100.0% $15.12 16.2% 16.2% 4 20 25 11 10/27/2021 Phillips 66 Phillips 66 Partners LP $32.57 (0.0%) 100.0% $41.11 26.2% 26.2% 5 29
30 14 3/4/2021 Chevron Corporation Noble Midstream Partners LP $12.47 (0.2%) 100.0% $14.43 15.4% 15.7% 1 4 5 6 7/27/2020 CNX Resources Corporation CNX Midstream Partners LP $8.38 4.5% 100.0% $8.47 5.6% 1.0% 6 6 9 5 3/27/2020 Sprague Resources
Holdings LLC Sprague Resources LP $13.00 4.0% W / D W / D W / D W / D N / A 10 10 N / A 2/27/2020 Equitrans Midstream Corporation EQM Midstream Partners LP $22.42 (3.2%) 100.0% $21.18 (8.5%) (5.4%) 3 3 20 9 8/5/2019 Ergon, Inc. BlueKnight Energy
Partners LP $1.35 7.1% W / D W / D W / D W / D N / A 5 5 N / A 4/2/2019 UGI Corporation AmeriGas Partners, L.P. $32.30 6.5% 78.4% $35.33 16.5% 10.0% 4 9 16 15 3/18/2019 ArcLight Energy Partners American Midstream Partners, LP $6.10 3.4% 0.0% $5.25
(11.0%) (14.4%) 4 24 25 15 11/26/2018 ArcLight Energy Partners TransMontaigne Partners L.P. $38.00 3.7% 0.0% $41.00 11.8% 8.2% 4 20 27 3 11/26/2018 Dominion Energy Inc Dominion Energy Midstream Partners, LP $17.75 0.0% 100.0% $18.22 2.6% 2.6% 2 10
10 8 11/8/2018 Western Gas Equity Partners, LP Western Gas Partners, LP $43.77 49.6% 100.0% $50.33 72.0% 22.4% 2 1 26 12 10/22/2018 EnLink Midstream LLC EnLink Midstream Partners, L.P. $19.81 4.7% 100.0% $18.46 (2.5%) (7.2%) 3 3 32 7 10/18/2018
Valero Energy Corporation Valero Energy Partners LP $40.00 10.7% 0.0% $42.25 17.0% 6.2% 4 4 5 3 10/9/2018 Antero Midstream Corp. Antero Midstream Partners LP $30.78 60.0% 89.1% $31.41 63.2% 3.2% 7 18 33 16 9/18/2018 Enbridge Inc. Enbridge Energy
Management, L.L.C. $9.44 6.7% 100.0% $11.48 29.8% 23.1% 7 18 18 8 9/18/2018 Enbridge Inc. Enbridge Income Fund Holdings Inc. $22.98 5.2% 98.6% $25.53 16.8% 11.6% 2 18 18 2 9/18/2018 Enbridge Inc. Enbridge Energy Partners, L.P. Class A $10.08 0.0%
100.0% $11.48 13.9% 13.9% 7 18 18 8 Mean $19.17 8.6% 68.3% $22.24 19.6% 10.7% 5 13 19 9 $15.66 4.6% 100.0% $18.34 16.4% 10.8% 4 14 19 8 Median 25th Percentile $10.68 0.0% 0.0% $13.64 4.8% 2.2% 3 5 10 6 75th Percentile $28.83 7.0% 100.0% $32.39 26.5%
18.2% 6 20 26 11 Source: Company filings, FactSet Note: Premium / (discount) represents offer relative to unaffected stock price of target 6
Illustrative Transaction Timeline Illustrative Timeline for MMLP Take
Private Transaction • Buyer determines preferred transaction structure and proposal terms and analyzes legal and tax considerations Preliminary • Target Board authorizes conflicts committee to consider proposal (when made) • Buyer
submits letter to Target Board indicating its interest in transaction (“T”) and Sponsor amends its Schedule 13D • Target announces receipt of proposal from Buyer • MRMC and Ruben Martin file required amendments to Item 4 of
Schedule 13D (1) Pre-Signing Period • Target conflicts committee engages independent legal and financial advisors T + 4-8 Weeks • Target conflicts committee and its advisors perform due diligence • Buyer submits draft merger
agreement and support agreement to Target conflicts committee • Buyer negotiates agreements with Target conflicts committee • Buyer Board and Target conflicts committee review final draft agreements Definitive Agreement • Target
conflicts committee receives fairness opinion Period • Buyer receives fairness opinion T + 8-10 Weeks• Board (upon recommendation of conflicts committee, in case of Target) of each party approves agreements • Merger agreement and
support agreement executed T + 13-14 Weeks• Buyer and Target jointly file Schedule 13E-3 and Target files preliminary proxy statement concurrently • Target receives SEC comments or clearance/no review and files amendment to Schedule
13E-3 • SEC generally notifies within 10 days whether it will review the filing T + 15-16 Weeks • Once clear/no review, mail definitive proxy statement • If reviewed, add 2-6 weeks before mailing definitive proxy At least 30 days
after • Unitholder meeting to approve merger mailing definitive • Close merger; file certificate of merger; and merger then becomes effective (2) proxy statement • Approximately 17-24 weeks Total Time from T Source: Baker Botts (1)
Length of period prior to signing will vary, among other things, depending on the actions, including negotiating strategy and tactics, of the conflicts committee and its advisors. The period from date Buyer submits initial proposal to Target before
execution of definitive agreements could range from a few weeks to two months or more. (2) Target’s Third Amended and Restated LP Agreement requires that notice of a meeting be given at least 10 days before the meeting and not more than 60
days. However, for 7 fundamental transactions like a merger, proxy solicitors generally recommend a period of 30 days or more to allow for solicitation of proxies. In addition, Rule 13e-3(f) of the Exchange Act requires a period of at least 20 days
from delivery of the proxy materials before a vote can be taken.
Updates to Board Materials • The materials include the following
updates from the materials presented to the Board on April 25, 2024: • An overview of the updated financing strategy and indicative financing terms • The financing strategy herein reflects the currently contemplated financing structure,
which includes an upsized $180 million ABL facility and a $20 million Term Loan facility • The ABL facility and Term Loan facility will be at the MRMC level • Market data have been updated to reflect pricing as of May 23, 2024 •
The MMLP fully diluted units outstanding has been updated to reflect the additional 86,280 of Restricted Units that were issued in Q1 2024; this increases the total MMLP fully diluted units outstanding from 38,914,806 to 39,001,086 • In the
analysis of recent premiums paid and process timelines, the ‘Final Terms Premium / (Discount)’ figures have been revised to reflect the final offer relative to the unaffected stock price of the target • In the prior version of the
materials, the ‘Final Terms Premium / (Discount)’ figures reflected a percentage relative to the stock price of the target immediately prior to the final offer 8
Appendix 9
MMLP Segment Market Update • Consistent fee-based business with
long-term contracts • No re-contracting risk in 2024; however, 2025 risk is extensive but we expect most contracts will be Terminalling and renewed with stable re-contracting rates Storage • Overall economy, and other macro drivers, will
continue to influence demand from our land transportation customers, as well as rates, inflationary costs, insurance premium increases and driver availability Transportation • Marine fundamentals continue propelling rate increases with no
supply response yet occurring • Expect strong refinery utilization into the future in the market we service • Near-term expectations of lower fertilizer sales volumes and margins as farmers input and finance Sulfur Services costs
increase, and major grain prices have been in decline • Overcapacity in the lubricants market expected to remain • Less competitive profile in the Grease business Specialty Products 10
MMLP Units Traded Analysis | (% of Total Volume) 3 Months 6 Months 3
Month Summary Statistics 6 Month S 3u M mma onthry Statistics 6 Month 100% Total Volume (MM) 3.436 100% Total Volume (MM) 7.329 % Float 12.2% % Float 26.0% Avg. Daily Trading Volume (MM) 0.054 Avg. Daily Trading Volume (MM) 0.058 Mean $2.67 Mean
$2.54 VWAP $2.71 VWAP $2.56 75% 75% 55.1% 50% 50% 40.0% 39.4% 29.1% 25% 25% 13.6% 11.2% 4.6% 4.8% 2.2% 0.0% 0.0% 0.0% 0% 0% $2.00 - $2.25 $2.25 - $2.50 $2.50 - $2.75 $2.75 - $3.00 $3.00 - $3.25 $3.25 - $3.50 $2.00 - $2.25 $2.25 - $2.50 $2.50 - $2.75
$2.75 - $3.00 $3.00 - $3.25 $3.25 - $3.50 12 Months 18 Months 12 Month Summary Statistics 18 Month 1S 2u M mma onthry Statistics 18 Month 100% 100% Total Volume (MM) 17.533 Total Volume (MM) 23.731 % Float 62.3% % Float 84.3% Avg. Daily Trading
Volume (MM) 0.069 Avg. Daily Trading Volume (MM) 0.063 Mean $2.50 Mean $2.60 75% 75% VWAP $2.59 VWAP $2.66 50% 50% 36.2% 26.7% 23.5% 25% 25% 17.4% 15.3% 13.1% 11.9% 11.3% 9.7% 8.8% 0.0% 0.0% 0% 0% $2.00 - $2.25 $2.25 - $2.50 $2.50 - $2.75 $2.75 -
$3.00 $3.00 - $3.25 $3.25 - $3.50 $2.00 - $2.25 $2.25 - $2.50 $2.50 - $2.75 $2.75 - $3.00 $3.00 - $3.25 $3.25 - $3.50 11 Source: Company filings, FactSet | Market data as of 5/23/2024
MMLP Projected Financial Summary (1) EBITDA ($MM) Distributable Cash
Flow ($MM) Transportation Services Terminalling & Storage Sulfur Services Specialty Products Unallocated SG&A $62.5 $120.1 $119.9 $119.1 $118.1 $115.5 $23.0 $22.8 $22.7 $22.5 $22.1 $42.0 $38.2 $35.1 $27.5 $35.0 $36.1 $36.5 $36.8 $37.3 $20.5
$37.7 $38.1 $38.7 $39.9 $44.4 $40.9 $39.6 $37.1 $36.5 2024 2025 2026 2027 2028 ($16.8) ($15.9) ($16.6) ($16.8) ($16.7) 2024 2025 2026 2027 2028 (1) (2) Capital Expenditures ($MM) Free Cash Flow Before Debt Repayment ($MM) Growth Capex Maintenance
Capex $55.5 $48.0 $41.6 $21.6 $38.6 $37.5 $35.5 $32.6 $10.8 $29.7 $5.9 $12.6 $15.1 $24.7 $33.9 $30.8 $29.6 $24.9 $23.5 $0.6 2024 2025 2026 2027 2028 2024 2025 2026 2027 2028 Source: MRMC / MMLP Management 12 (1) Analysis assumes 11.5% Senior Notes
due 2027 are refinanced at maturity at illustrative interest rate of 8.5% (2) Calculated as DCF less Growth Capex, plus Proceeds from Asset Sales
Preliminary MMLP Discounted Cash Flow Analysis ($ in MM, except per
unit amounts) Q2 - Q4 2024 FY 2025P FY 2026P FY 2027P FY 2028P Terminal Value MMLP EBITDA $85 $120 $120 $118 $119 (-) Cash Taxes (3) (5) (5) (5) (5) (-) Maintenance Capex (23) (30) (31) (25) (23) (-) Changes in Working Capital 4 1 (0) (13) (0) (-)
Phantom Stock (0) 1 (1) 0 0 (+) Proceeds from Asset Sales 2 0 0 0 1 (-) Growth Capex (15) (6) (11) (13) (15) Unlevered Free Cash Flow $49 $82 $72 $63 $76 Terminal Multiple 4.5x Terminal EBITDA $119 Implied Perpetuity Growth Rate (3.2%) PV of
Unlevered Cash Flows at 10.5% Discount Rate $272 PV of Terminal Value at 10.5% Discount Rate $333 Enterprise Value $606 (-) Net Debt Balance (as of 4/1/2024) ($450) Total Equity Value $156 Total Diluted Units Outstanding (MM) 39.00 Implied Unit
Price $3.99 Implied 2024E EBITDA Multiple 5.2x Implied 2025E EBITDA Multiple 5.0x Implied Unit Price Sensitivity Terminal Multiple Perpetuity Growth Rate 4.5x 5.0x 5.5x 6.0x 6.5x 8.5% $5.04 $6.07 $7.11 $8.14 $9.18 9.5% $4.49 $5.48 $6.48 $7.47 $8.46
10.5% $3.99 $4.94 $5.89 $6.84 $7.79 11.5% $3.48 $4.39 $5.30 $6.21 $7.12 12.5% $3.01 $3.88 $4.76 $5.63 $6.50 Source: MRMC / MMLP Management Projections, FactSet 13 Note: Assumes transaction effective date of 4/1/2024 Discount Rate
MMLP Wall Street Perspectives Analyst Commentary “ In our view,
2024 will represent a period of stabilization for Martin “Looking ahead to 2Q:24, we think continued strength in marine Midstream after exiting the butane optimization business in 1H:23. days rates could drive Transportation earnings higher
than The remaining business is largely driven by service and fixed-fee expected. Marine day rates improved 20% year-over-year in contracts, creating steadier cash flow. 4Q:23 distributable cash 1Q:24 and continued to rise through the quarter…
We see flow of $8.6 million beat our $5.7 million forecast, with the land potential upside to the electronics level sulfuric acid (ELSA) transportation and sulfur services businesses outperforming project long- term outlook, with additional
prospective chip expectations… We forecast 1Q adjusted free cash flow will manufacturers.” decline year-over-year, but improve sequentially to $4.5 million in 1Q:24 from $3.7 million in 4Q:23.” (1) (1) - Kyle May, Sidoti &
Company , April 16, 2024 - Kyle May, Sidoti & Company , April 22, 2024 Recent Broker Ratings and Target Prices 2024E – 2025E Consensus Median Estimates Analyst MRMC / MMLP Mgmt. Date Broker Rating Price Target ($ in Millions, unless per
unit) 2024E 2025E 2024E 2025E 19 Apr '24 Stifel, Nicolaus & Co. Hold $3.00 EBITDA $116 $119 $115 $120 (1) 19 Apr '24 Sidoti and Company - $4.00 CFO $53 $65 $54 $68 Mean $3.50 CapEx $49 $35 $55 $35 Median $3.50 Free Cash Flow $4 $29 $1 $33
Distributable Cash Flow $26 $34 $20 $38 Current Unit Price (as of 5/23/24) $3.00 Distributable Cash Flow per Unit $0.82 $1.04 $0.53 $0.98 % of Median Price Target 85.7% Source: FactSet, MRMC / MMLP Management | Market data as of 5/23/2024 14 (1)
Sidoti and Company is a paid research firm
Exhibit (c)(13) Corporate & Investment Banking Project Augusta
Preliminary Draft Presentation to the Board of Directors for Martin Resources Management Corporation October 1, 2024 © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential.
Corporate & Investment Banking Disclaimer These materials have been
prepared by Wells Fargo Securities L.L.C. (“Wells Fargo”) for the Board of Directors (the “Board”) of Martin Resources Management Corporation (“MRMC”) to whom such materials are directly addressed and delivered
and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement from Wells Fargo and were not prepared for use by the General Partner, the Conflicts Committee, the Partnership or any of its
unitholders. These materials are based on information provided by or on behalf of MRMC management, from public sources or otherwise reviewed by Wells Fargo. Wells Fargo assumes no responsibility for the independent investigation or verification of
such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with MMLP/MRMC
management or obtained from public sources, Wells Fargo has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgements of such management (or, with respect to
estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be
relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership. These materials are not intended to provide the
sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Wells Fargo and were prepared exclusively for the benefit and
internal use of the Board. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Wells Fargo or any of its affiliates to provide or arrange any financing for any transaction or to
purchase any security in connection therewith. Wells Fargo assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Wells Fargo and its
affiliates. Wells Fargo and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Wells Fargo or its affiliates to be used and cannot be
used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her, or its particular circumstances from independent advisors regarding the
impact of transactions or matters described herein. Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 2
Table of Contents I. Executive Summary II. MMLP Situation Analysis III.
Financial Analysis regarding the MMLP Common Units Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 3
Corporate & Investment Banking Executive Summary
Executive Summary | Introduction ▪ Wells Fargo Securities, LLC
(“WFS”) is pleased to provide the following materials to the Board of Directors (the “Board”) of Martin Resources Management Corporation (“MRMC”) regarding MRMC’s proposal to acquire all common units of
Martin Midstream Partners L.P. (“MMLP” or the “Partnership”) other than common units held by MRMC and its subsidiaries ▪ Pursuant to the proposed Agreement and Plan of Merger (the “Agreement”) by and among
MRMC, Martin Midstream GP LLC (the “General Partner”), a newly formed wholly owned subsidiary of MRMC (“Merger Sub”) and MMLP, Merger Sub will be merged with and into the Partnership (the “Merger”), and each MMLP
common unit (other than common units held by MRMC or its subsidiaries or MMLP or its subsidiaries) will be converted into the right to receive $4.02 per unit in cash (the “Consideration”) ▪ MRMC currently owns 15.7% of the current
MMLP common units outstanding, and MRMC owns the 2.0% general partner interest through the General Partner ▪ The materials include the following: ▪ An executive summary, including an overview of the Merger, a review of MMLP’s
current partnership structure and the economics of the proposed transaction, a review of negotiations between MRMC and the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of the General Partner and an analysis
of MMLP’s historical trading performance ▪ A financial analysis of MMLP’s current situation, including a summary of financial projections as provided by MRMC / MMLP management (“MMLP Financial Projections”) ▪ A
financial analysis of MMLP’s common units ▪ WFS has been asked by the MRMC Board, whether, in WFS’s opinion, as of the date of its opinion, the Consideration to be paid by MRMC pursuant to the Agreement is fair to MRMC from a
financial point of view Source: Merger Agreement, Public Filings, Wells Fargo Securities Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 5
Updates to Financial Analysis ▪ The materials include the
following updates from the materials presented on May 24, 2024: ▪ An overview of the updated financing strategy ▪ The financing strategy herein reflects the currently contemplated financing structure, which includes an upsized ABL
facility, a Term Loan facility and a loan from MRMC management ▪ The ABL facility and Term Loan facility will be at the MRMC level ▪ Market data has been updated to reflect pricing as of September 27, 2024 ▪ The financial forecast
has been revised to reflect an updated MMLP financial forecast and actual results through July 2024 ▪ The terminal value calculation utilizes a perpetuity growth rate range of (1.0%) - 1.0%, which has been approved by MRMC / MMLP Management
▪ The discounted cash flow analysis reflects a discount rate range of 11.0% - 12.0% and a perpetuity growth rate range of (1.0%) - 1.0%, which implies a terminal multiple range of 4.8x - 6.4x ▪ The previous discounted cash flow analysis
reflected a discount rate range of 8.5%-12.5% and a terminal multiple range of 4.5x-6.5x, which implied a perpetuity growth rate range of (4.9%) - 2.5% Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential.
6
Executive Summary | Transaction Terms Counterparties▪ MRMC, Merger
Sub, a wholly owned subsidiary of MRMC, the General Partner and the Partnership ▪ MRMC to acquire, via merger, all publicly-owned common units other than common units held by MRMC for $4.02 per common unit in cash Transaction Summary ▪
MMLP will cease to be a publicly-traded partnership. Merger Sub will merge with and into the Partnership, with the Partnership being the surviving entity Consideration▪ $4.02 for each MMLP common unit ▪ Approval of the Conflicts
Committee Approvals ▪ Requires approval from holders of a majority of the outstanding common units (“Unit Majority”) Source: Merger Agreement Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential.
7
Executive Summary | Summary of Simplified Organization Structure and
Transaction Economics Current Ownership Structure Sources & Uses ($ in millions) Martin Key Sources Sources Resource Operating Management Draw on ABL Facility $113.7 Subsidiaries Corporation Term Loan 20.0 1 Management Loan 5.0 100% Total $138.7
Uses MMGP Purchase MMLP Units $132.2 Holdings LLC Transaction Costs 6.5 Total $138.7 100% Transaction Economics Martin ($ in millions) Midstream GP LLC Consideration per Common Unit $4.02 Common Units Outstanding (MM) 39.001 32.9MM L.P. Units 100%
of GP Interest 84.3% L.P. Units Total Common Equity Value $156.8 Ownership 2 Plus: MMLP Net Debt (as of 9/30/2024) 492.2 Martin Implied Enterprise Value $649.0 Public Midstream Unitholders Implied TEV / 2024E EBITDA 5.6x Partners L.P. Implied TEV /
2025E EBITDA 5.4x Source: Public filings, MMLP Financial Projections | Market data as of 9/27/2024 1 MRMC intends to partially fund the purchase of MMLP units via a $5 million loan from MRMC management 2 Net debt reflects the projected balance as of
9/30/2024 as per MMLP Financial Projections Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 8 6.1MM L.P. Units 15.7% L.P. Unit ownership
Executive Summary | Negotiation Timeline ▪ MRMC retained WFS to
advise on the acquisition of all outstanding common units of MMLP not already owned by MRMC or its subsidiaries January 2024 ▪ The Conflicts Committee retained Houlihan Lokey to serve as its financial advisor th ▪ On May 24 , MRMC
submitted a non-binding proposal to the Conflicts Committee to acquire all outstanding common units of MMLP not already owned by MRMC or its May 2024 subsidiaries for a cash purchase price of $3.05 per common unit st ▪ On June 21 , the
Conflicts Committee received a confidential non-binding proposal from Nut Tree Capital Management LP (“Nut Tree”) and Caspian Capital LP (“Caspian”) June 2024 to acquire all outstanding common units of MMLP for a cash
purchase price of $4.00 per common unit nd ▪ On July 2 , the Conflicts Committee provided a non-binding counter-proposal that MRMC acquire all outstanding common units not already owned by MRMC or its subsidiaries for a cash purchase price of
$4.75 per common unit ▪ This counter-proposal was conditioned upon the approval of such transaction by the holders of a majority of the common units who are unaffiliated with MRMC (“Majority of the Minority Provision”) th ▪
On July 5 , MRMC submitted a non-binding proposal to acquire all outstanding common units not already owned by MRMC or its subsidiaries for a cash purchase price of $3.25 per common unit ▪ This proposal was conditioned on the requirement that
the applicable partnership unitholder approval will consist of the approval by the holders of a Unit Majority as defined in the Third Amended and Restated Agreement of Limited Partnership of the Partnership (“Simple Majority Provision”)
th ▪ On July 10 , the Conflicts Committee provided a non-binding counter-proposal that MRMC acquire all outstanding common units not already owned by MRMC or its subsidiaries for a cash purchase price of $4.35 per common unit and conditioned
with a Majority of the Minority Provision July 2024 th ▪ On July 11 , the Conflicts Committee received a public letter from Nut Tree and Caspian to publicly announce its previously confidential, unsolicited and non-binding proposal to acquire
all MMLP common units for a cash purchase price of $4.00 per common unit th th ▪ On July 19 , the Conflicts Committee received a public letter from Nut Tree and Caspian to disclose the Conflicts Committee’s lack of response to the July
11 proposal from Nut Tree and Caspian ▪ Nut Tree and Caspian reiterated the offer to acquire all MMLP common units for a cash purchase price of $4.00 per common unit rd ▪ On July 23 , MRMC submitted a non-binding proposal to acquire all
outstanding common units not already owned by MRMC or its subsidiaries for a cash purchase price of $3.70 per common unit ▪ This proposal included the condition of a Simple Majority Provision ▪ On July 29th, the Conflicts Committee
received a public letter from Nut Tree and Caspian to increase their offer to acquire all MMLP common units for a cash purchase price of $4.50 per common unit Source: Public Filings Project Augusta © 2024 Wells Fargo Bank, N.A. All rights
reserved. Confidential. 9
Executive Summary | Negotiation Timeline nd ▪ On August 2 , the
Conflicts Committee provided a non-binding counter-proposal that MRMC acquire all outstanding common units not already owned by MRMC or its subsidiaries for a cash purchase price of $4.35 per common unit ▪ This counter-proposal was conditioned
upon a Majority of the Minority Provision th ▪ On August 6 , Ruben Martin (President and CEO of MRMC) initiated discussions with Byron Kelley (Chairman of the Conflicts Committee) regarding a proposal for MRMC to acquire all outstanding common
units not already owned by MRMC or its subsidiaries for a cash purchase price of $4.02 per common unit August 2024 th ▪ On August 12 , MRMC submitted a non-binding proposal to acquire all outstanding common units not already owned by MRMC or
its subsidiaries for a cash purchase price of $4.02 per common unit ▪ This proposal included the condition of a Simple Majority Provision nd ▪ On August 22 , Baker Botts (legal counsel to MRMC) sent an initial draft of the Merger
Agreement to Munsch Hardt Kopf & Harr (legal counsel to the Conflicts Committee) ▪ MRMC and Conflicts Committee continued ongoing negotiations around the terms of the Merger Agreement September 2024 Source: Public Filings Project Augusta
© 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 10
Executive Summary | Historical MMLP Price Performance $8.00
Consideration Premium Relative to MMLP Price Historical Average x x Consideration $4.02 Last 30 Days Average $3.58 12.3% Last 60 Days Average $3.65 10.1% Last 6 Months Average $3.26 23.2% $6.00 Last 12 Months Average $2.86 40.5% $4.02 $4.00 $3.65
$3.64 $3.58 $3.26 $2.86 $2.00 $0.00 9/27/23 10/27/23 11/27/23 12/27/23 1/27/24 2/27/24 3/27/24 4/27/24 5/27/24 6/27/24 7/27/24 8/27/24 9/27/24 Unit Price Consideration Last 12 Months Average Last 6 Months Average Last 60 Days Average Last 30 Days
Average Source: FactSet | Market data as of 9/27/2024 Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 11 $/Unit
Executive Summary | MMLP Units Traded Analysis (% of Total Volume) 3
Months 6 Months 3 Months Summary Statistics 3 6 MM on o th nths Summary Statistics 6 Month 100% 100% Total Volume (MM) 5.916 Total Volume (MM) 10.787 % Float 21.2% % Float 38.6% Avg. Daily Trading Volume (MM) 0.091 Avg. Daily Trading Volume (MM)
0.084 69.4% 75% 75% Mean $3.59 Mean $3.26 VWAP $3.68 VWAP $3.38 50% 50% 38.1% 19.0% 16.8% 25% 25% 10.4% 9.6% 9.3% 9.2% 5.8% 6.1% 3.3% 1.9% 1.2% 0.0% 0.0% 0.0% 0% 0% <$2.50 $2.50 - $2.75 - $3.00 - $3.25 - $3.50 - $3.75 - >$4.00 <$2.50 $2.50
- $2.75 - $3.00 - $3.25 - $3.50 - $3.75 - >$4.00 $2.75 $3.00 $3.25 $3.50 $3.75 $4.00 $2.75 $3.00 $3.25 $3.50 $3.75 $4.00 12 Months 18 Months 12 Months Summary Statistics 12 18 MM ono th nths Summary Statistics 18 Month 100% 100% Total Volume (MM)
17.885 Total Volume (MM) 27.411 % Float 64.0% % Float 98.0% Avg. Daily Trading Volume (MM) 0.071 Avg. Daily Trading Volume (MM) 0.072 75% 75% Mean $2.86 Mean $2.73 VWAP $3.02 VWAP $2.88 50% 50% 32.6% 25.1% 23.0% 20.6% 17.2% 25% 15.3% 15.0% 25% 10.8%
11.4% 6.6% 5.8% 5.6% 3.8% 3.6% 1.3% 2.0% 0% 0% <$2.50 $2.50 - $2.75 - $3.00 - $3.25 - $3.50 - $3.75 - >$4.00 <$2.50 $2.50 - $2.75 - $3.00 - $3.25 - $3.50 - $3.75 - >$4.00 $2.75 $3.00 $3.25 $3.50 $3.75 $4.00 $2.75 $3.00 $3.25 $3.50 $3.75
$4.00 Source: FactSet | Market data as of 9/27/2024 Note: Trading prices and volumes reflect unit price on 9/27/2024 Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 12
Corporate & Investment Banking MMLP Situation Overview
MMLP Situation Overview | Partnership Overview and Trading/Credit
Statistics MMLP Overview ▪ MMLP is a diversified specialty services midstream business with operations in four key business segments: Terminalling & Storage, Transportation Services, Specialty Products and Sulfur Services ▪ The
Partnership was founded in 2002 and is headquartered in Kilgore, TX ▪ MMLP provides specialty services to major and independent oil and gas companies including refineries, chemical companies and similar businesses with significant business
concentrated around the U.S. Gulf Coast refinery and chemical complex Trading / Credit Statistics Asset Map ($ in millions) Current Unit Price (9/27/2024) $3.65 % Discount to 52-Week High (11.6%) % Premium to 52-Week Low 91.9% 1 Cash & Cash
Equivalents (as of 9/30/2024) ($0.5) 1 Total Debt (as of 9/30/2024) $492.7 Market Capitalization $142.4 TEV $634.6 TEV / 2024E EBITDA 5.5x TEV / 2025E EBITDA 5.3x Net Debt / 2024E EBITDA 4.3x Current Distribution Yield 0.5% 2 Liquidity $73.6 Credit
Rating (S&P / Moody's / Fitch) B / B3 / B- Source: Public filings, MMLP Financial Projections, FactSet | Market data as of 9/27/2024 1 Total debt and cash reflect projected balances as of 9/30/2024 as per MMLP Financial Projections 2 Liquidity
defined as available revolver balance plus cash less letters of credit Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 14
MMLP Situation Overview | Asset Overview Terminalling & Storage
Transportation Services Sulfur Services Specialty Products Operates 1 naphthenic lube refinery, 21 terminal Tank truck and marine transportation for the Transports, stores, and prills molten sulfur, Marketing, distribution, and transportation
facilities with aggregate storage capacity of petroleum, petrochemical and chemical manufactures and markets sulfur-based services for natural gas liquids and blending and 2.6MM barrels and 2.1MM barrels of industries fertilizers and related sulfur
products packaging services for specialty lubricants and underground NGL storage grease Naphthenic lube refinery with a 6,500 Truck and trailer fleet made up of Purchases molten sulfur from refineries as Purchases base oil from 3rd parties and Bpd
minimum commitment from ~700 tank trucks and ~1,200 trailers feedstock to convert to fertilizer, then MRMC to blend and package private label Smackover MRMC to process naphthenic crude oil hauling lubricants, diesel products, markets sulfur-based
fertilizers and related lubricants using 4.0 MM gallons of bulk Refinery Lubricants Fertilizer into refined products general chemicals, LPGs, molten sulfur products (sulfuric acid) to wholesale storage and 250,000 sq. ft. warehouse Land & Grease
sulfur, sulfuric acid, asphalt, resins, fertilizer distributors and industrial users within the Smackover Refinery and Transportation pneumatics, and LNG grease processing and packaging in 8 terminals that facilitate the Specialty Kansas City,
Houston and Phoenix movement of petroleum products, by- Terminals products and petrochemicals Processes molten sulfur into a solid form to Prilled Natural gasoline from Mont Belview, TX, enable large-scale transportation for Sulfur is transported by
pipeline to the Service-based day-rate, short and export on dry bulk vessels 12 terminals along the Gulf Coast Shore-Based NGLs Spindletop terminal, then ultimately long-term towing contracts for utilized by Martin Energy Services, a delivered to
the Beaumont, TX area Terminals transportation of petroleum Aggregates, stores, and transports molten subsidiary of MRMC Molten customer products and by-products via 27 sulfur from Gulf Coast refineries to the Marine Sulfur marine tank barges, 14
inland push Tampa market for fertilizer production 2.1MM barrels of underground storage Transportation Store and transport propane for retail NGL boats, and one offshore tug and capacity for natural gas liquids along propane distributors (~100
regional Produces electronic sulfuric acid to supply Underground barge unit Propane with rail and truck transloading Project customers throughout the Southeastern semiconductor manufacturers Storage capabilities at Arcadia, LA facility ELSA US)
Source: Public filings Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 15
MMLP Situation Overview | Asset Overview (Continued) Terminalling &
Storage Transportation Services Sulfur Services Specialty Products • Provides storage, refining, and • Tank truck transportation • Manufactures and markets • Blends and packages handling services of petroleum services for the
petroleum, sulfur-based fertilizers and agricultural, automotive and products and by-products and petrochemical and chemical related sulfur products (sulfuric industrial private label lubricants industries acid) to wholesale fertilizer
petrochemicals • Processes and packages distributors and industrial users Segment • Utilizes inland and offshore tows automotive, commercial and Overview to provide marine • Aggregates, stores and industrial greases transportation
of petroleum transports molten sulfur and • Natural gas liquids, marketing, products and by-products converts to prilled sulfur distribution and transportation services 2024E Adj. EBITDA 27% 26% 30% 17% 1 Contribution 2 Key Customers Wtd.
Average ~15 Years ~21 Years ~24 Years ~36 Years 3 Relationship Length Source: Public filings 1 Adjusted Segment EBITDA contribution does not include unallocated SG&A or results from the butane optimization business which the Partnership exited
in 1H 2023 2 Data as of 12/31/2023 3 Weighted average relationship length of top 5 customers in each segment within each business Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 16
MMLP Situation Overview | Equity Ownership Summary Equity Ownership
Summary Institutional Ownership Top Holders Total Units Owned (000's) % of Total Units Invesco Advisers, Inc. 7,213 18.5% Retail: Goldman Sachs & Co. LLC (Private Banking) 2,882 7.4% 34.7% Institutional: 37.7% Barclays Bank Plc (Private Banking)
1,500 3.8% Harvest Fund Advisors LLC 1,018 2.6% JPMorgan Securities LLC (Investment Management) 584 1.5% Raymond James & Associates, Inc. (Invt Mgmt) 440 1.1% Morgan Stanley (Strategic Investments) 237 0.6% De Lisle Partners LLP 231 0.6% Wells
Fargo Bank, NA (Private Banking) 120 0.3% Eagle Global Advisors LLC 80 0.2% Other Institutional Investors 395 1.0% Insiders: Total Institutional Investors 14,700 37.7% 27.7% Summary Insider Ownership Top Holders Total Units Owned (000's) % of Total
Units Holders trter Total Units O rwned (000's) % of Tot .al Units 6,115 15.7% Institutional 14,700 37.7% Martin Resource Management Corp. Insiders 1 0,787 27.7% 3,886 10.0% Martin Ruben S III 152 0.4% Retail 13,514 34.7% Massey C Scott 149 0.4%
Bondurant Robert D Total Common Units Outstanding 39,001 100.0% 134 0.3% Kelley Byron R 132 0.3% Collingsworth James M 118 0.3% Tauscher Randall L 48 0.1% Booth Chris H 28 0.1% Shoup Scot A 25 0.1% Taylor Sharon L Total Insider Ownership 10,787
27.7% Total Other 13,514 34.7% Total Common Units Outstanding 39,001 100.0% Source: Public filings, FactSet | Market data as of 9/27/2024 Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 17
MMLP Situation Overview | Financial Projection Assumptions ▪ The
MMLP Financial Projections as provided by MMLP/MRMC management incorporate the following assumptions: ▪ Revenue ▪ Terminalling and Storage ▪ Terminals assume a flat volume throughput (consistent with historical figures) and assume
storage rates increase at an annual rate of 3.0% ▪ Tolling revenue assumes a flat daily volume throughput (consistent with historical figures) and assumes reservation fees increase at an annual rate of 3.0% ▪ Underground Storage revenue
is consistent with historical figures and assumes an annual rate of 2.0% ▪ Specialty Products ▪ Specialty Products assume beginning volumes that are consistent with historical volumes and assume a volume rate of 1.0%-2.5% ▪
Seasonal spreads reflect forward commodity pricing ▪ Realized margins consistent with historical figures ▪ Transportation Services ▪ Utilization based on historical figures and held flat throughout the forecast ▪ Rates based
on historical figures and assume an annual growth rate of 3.0% and 1.5% for Marine and Land services, respectively ▪ Sulfur Services ▪ Revenue based on historical figures and assume an annual volume growth rate of 1.0%-2.0% ▪ ELSA
Project reflects contracted volumes and rates ▪ Expenses: Operating Expenses and Allocated SG&A based on historical figures and assume an annual growth rate of 3.0% ▪ Unallocated SG&A Expenses: Based on historical figures and
assumes an annual growth rate of 1.0% ▪ Maintenance Capital Expenditures: Maintenance capex of $25MM-$30MM per year (approximately 25% of EBITDA and in line with historical averages) ▪ Growth Capital Expenditures: Growth capex of
$5MM-$15MM per year and based on management identified opportunities Source: MMLP Financial Projections Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 18
MMLP Situation Overview | Financial Projections ($ in Thousands, except
per unit amounts) Q4 2024B FY 2025P FY 2026P FY 2027P FY 2028P 2025P-2028P CAGR MMLP Operational EBITDA $27,570 $119,486 $119,298 $117,910 $119,695 0.06% Cash Interest (13,523) (51,435) (49,367) (35,501) (29,788) Cash Taxes (995) (5,216) (5,271)
(5,141) (5,063) Changes in Working Capital 13,581 7,955 (80) (12,682) (474) Phantom Stock 512 1,468 (1,618) - - Available Funds from Operations (AFFO) $27,145 $72,258 $62,962 $64,586 $84,371 5.30% Maintenance Capital Expenditures ($4,643) ($29,625)
($30,811) ($24,899) ($23,455) Distributable Cash Flow $22,502 $42,633 $32,151 $39,687 $60,916 12.63% Growth Capital Expenditures ($731) ($5,865) ($10,769) ($12,597) ($15,129) Proceeds from Asset Sales 540 300 300 300 600 Free Cash Flow Before
Distributions and Debt Repayment $22,311 $37,068 $21,682 $27,390 $46,388 7.76% Source: MMLP Financial Projections Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 19
Corporate & Investment Banking Financial Analyses Regarding the
MMLP Common Units
Financial Analyses Regarding the MMLP Common Units | Summary
Methodology Valuation Methods ▪ Effective entry and exit dates of 10/1/2024 and 12/31/2028, respectively ▪ Utilized range of weighted average cost of capital (“WACC”) discount rates ▪ WACC based on the Capital Asset
Pricing Model (“CAPM”) for selected entities deemed comparable Post-Tax Unlevered Discounted Cash ▪ Unlevered free cash flow and terminal value discounted at 11.0%-12.0% Flow Analysis ▪ Calculated terminal values based on
perpetuity growth rate ▪ Perpetuity growth rate of (1.0%) – 1.0% ▪ Implied value of MMLP common units based on historical premiums paid in selected relevant midstream mergers in which the consideration was cash, stock, or a
combination of both Select Premiums Paid ▪ 1-Day prior spot premiums paid applied to 5/23/2024 unaffected unit price of $3.00 Analysis All Transactions▪ Premium range of 4.8% - 26.5% th th ▪ Low based on 25 percentile and high
based on 75 percentile of selected precedent transactions ▪ Implied value of MMLP common units based on historical premiums paid in selected relevant midstream mergers in which the consideration was all cash Select Premiums Paid Analysis
▪ 1-Day prior spot premiums paid applied to 5/23/2024 unaffected unit price of $3.00 Cash-for-Unit/Stock ▪ Premium range of 13.1% - 26.2% Transactions th th ▪ Low based on 25 percentile and high based on 75 percentile of selected
precedent transactions For Reference Only Source: Public filings Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 21
Financial Analyses Regarding the MMLP Common Units | Preliminary
Valuation Per Unit Consideration: $4.02 Price / Unit $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00 $4.02 Discounted Cash Flow Analysis Perpetuity Growth Rate of (1.0%) - 1.0% $3.51 $7.09 Discount Rate of 11.0% - 12.0% Select Premiums Paid All
Transactions 1-Day Prior Unit/Share Price $3.14 $3.79 th th 25 – 75 Percentile Premium to 5/23/2024 Unit Price 4.8% - 26.5% Select Premiums Paid Cash-for-Unit/Stock Transactions 1-Day Prior Unit/Share Price $3.39 $3.79 th th 25 – 75
Percentile Premium to 5/23/2024 Unit Price 13.1% - 26.2% Implied TTV / 2024E EBITDA 4.6x 4.9x 5.2x 5.6x 5.9x 6.3x 6.6x Implied TTV / 2025E EBITDA 4.4x 4.7x 5.1x 5.4x 5.7x 6.1x 6.4x Source: MMLP Financial Projections, Public filings Project Augusta
© 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 22 For Reference Only
Financial Analysis Regarding the MMLP Common Units | Discounted Cash
Flow Analysis ($ in MM, except per unit amounts) Q4 2024B FY 2025P FY 2026P FY 2027P FY 2028P Terminal Value MMLP EBITDA $28 $119 $119 $118 $120 (-) Cash Taxes (1) (5) (5) (5) (5) (-) Maintenance Capex (5) (30) (31) (25) (23) (-) Changes in Working
Capital 14 8 (0) (13) (0) (-) Phantom Stock 1 1 (2) 0 0 (+) Proceeds from Asset Sales 1 0 0 0 1 (-) Growth Capex (1) (6) (11) (13) (15) Unlevered Free Cash Flow $36 $89 $71 $63 $76 Perpetuity Growth Rate (Midpoint) 0.0% Terminal Value at 0.0%
Perpetuity Growth Rate (Midpoint) $662 Implied 2028E Terminal Multple 5.5x PV of Unlevered Cash Flows at 11.5% Discount Rate (Midpoint) $273 PV of Terminal Value at 11.5% Discount Rate (Midpoint) $417 Enterprise Value $690 (-) Net Debt (as of
9/30/2024) ($492) Total Equity Value $198 Total Diluted Units Outstanding (MM) 39.00 Implied Unit Price $5.07 Implied 2024E EBITDA Multiple 6.0x Implied 2025E EBITDA Multiple 5.8x Implied Unit Price Sensitivity Implied Terminal Multiple Perpetuity
Growth Rate Perpetuity Growth Rate (1.0%) (0.5%) 0.0% 0.5% 1.0% (1.0%) (0.5%) 0.0% 0.5% 1.0% 11.00% $4.77 $5.27 $5.82 $6.43 $7.09 11.00% 5.3x 5.5x 5.8x 6.1x 6.4x 11.25% $4.43 $4.91 $5.44 $6.01 $6.63 11.25% 5.1x 5.4x 5.7x 5.9x 6.3x 11.50% $4.11 $4.57
$5.07 $5.61 $6.20 11.50% 5.0x 5.3x 5.5x 5.8x 6.1x 11.75% $3.80 $4.24 $4.71 $5.23 $5.79 11.75% 4.9x 5.2x 5.4x 5.7x 6.0x 12.00% $3.51 $3.92 $4.37 $4.86 $5.40 12.00% 4.8x 5.1x 5.3x 5.6x 5.8x Source: MMLP Financial Projections, Public filings Project
Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 23 Discount Rate Discount Rate
Financial Analysis Regarding the MMLP Common Units | Premiums Paid
Analysis 1 Premium Date Announced Buyer Seller Consideration 1 Day Prior Spot x x 7/25/2022 Shell Plc Shell Midstream Partners LP Cash-for-Unit 23.0% 6/2/2022 Hartree Partners Sprague Resources LP Cash-for-Unit 27.3% 5/13/2022 Diamondback Energy,
Inc. Rattler Midstream LP Stock-for-Unit 1.8% 4/22/2022 Ergon BlueKnight Energy Partners LP LLC Cash-for-Unit 54.0% 12/20/2021 BP p.l.c. BP Midstream Partners LP Stock-for-Unit 16.2% 10/27/2021 Phillips 66 Phillips 66 Partners LP Stock-for-Unit
26.2% 3/4/2021 Chevron Corporation Noble Midstream Partners LP Stock-for-Unit 15.4% 7/27/2020 CNX Resources Corporation CNX Midstream Partners LP Cash/Stock-for-Unit 5.6% 2/27/2020 Equitrans Midstream Corporation EQM Midstream Partners LP
Stock-for-Unit (8.5%) 4/2/2019 UGI Corporation AmeriGas Partners, L.P. Cash/Stock-for-Unit 16.5% 3/18/2019 ArcLight Energy Partners American Midstream Partners, LP Cash-for-Unit (11.0%) 11/26/2018 ArcLight Energy Partners TransMontaigne Partners
L.P. Cash-for-Unit 11.8% 11/26/2018 Dominion Energy Inc Dominion Energy Midstream Partners, LP Stock-for-Unit 2.6% 11/8/2018 Western Gas Equity Partners, LP Western Gas Partners, LP Cash/Stock-for-Unit 72.0% 10/22/2018 EnLink Midstream LLC EnLink
Midstream Partners, L.P. Stock-for-Unit (2.5%) 10/18/2018 Valero Energy Corporation Valero Energy Partners LP Cash-for-Unit 17.0% 10/9/2018 Antero Midstream Corp. Antero Midstream Partners LP Cash/Stock-for-Unit 63.2% 9/18/2018 Enbridge Inc.
Enbridge Energy Management, L.L.C. Stock-for-Share 29.8% 9/18/2018 Enbridge Inc. Enbridge Income Fund Holdings Inc. Cash/Stock-for-Share 16.8% 9/18/2018 Enbridge Inc. Enbridge Energy Partners, L.P. Class A Stock-for-Share 13.9% All Transactions Min
(11.0%) Median 16.4% Mean 19.6% Max 72.0% th 25 Percentile 4.8% th 75 Percentile 26.5% Cash-for-Unit/Stock Transactions Min (11.0%) Median 20.0% Mean 20.3% Max 54.0% th 25 Percentile 13.1% th 75 Percentile 26.2% Source: Public filings, FactSet 1
Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 24 Premiums shown relative to trading price on last unaffected trading day before initial offer
Financial Analysis Regarding the MMLP Common Units | Premiums Paid
Analysis (Continued) Summary Results 1-Day Prior Spot | All Transactions 1-Day Prior Spot | Cash-for-Unit/Stock Transactions Unit Price as of 5/23/2024 $3.00 $3.00 1 Historical Merger Premium Range 4.8% - 26.5% 13.1% - 26.2% Implied MMLP Unit Price
Range $3.14 - $3.79 $3.39 - $3.79 Source: Public filings, FactSet 1 th th Based on 25 / 75 percentiles Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 25
Corporate & Investment Banking This document and any other
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Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 26
Exhibit (c)(14) Corporate & Investment Banking Project Augusta
Presentation to the Board of Directors of Martin Resources Management Corporation October 3, 2024 © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential.
Corporate & Investment Banking Disclaimer These materials have been
prepared by Wells Fargo Securities L.L.C. (“Wells Fargo”) for the Board of Directors (the “Board”) of Martin Resources Management Corporation (“MRMC”) to whom such materials are directly addressed and delivered
and may not be used or relied upon for any purpose other than as specifically contemplated by a written agreement from Wells Fargo and were not prepared for use by the General Partner, the Conflicts Committee, the Partnership or any of its
unitholders. These materials are based on information provided by or on behalf of MRMC management, from public sources or otherwise reviewed by Wells Fargo. Wells Fargo assumes no responsibility for the independent investigation or verification of
such information and has relied on such information being complete and accurate in all material respects. To the extent such information includes estimates and forecasts of future financial performance prepared by or reviewed with MMLP/MRMC
management or obtained from public sources, Wells Fargo has assumed that such estimates and forecasts have been reasonably prepared on bases reflecting the best currently available estimates and judgements of such management (or, with respect to
estimates and forecasts obtained from public sources, represent reasonable estimates). No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be
relied upon as, a representation, whether as to the past, the present or the future. These materials were designed for use by specific persons familiar with the business and affairs of the Partnership. These materials are not intended to provide the
sole basis for evaluating, and should not be considered a recommendation with respect to, any transaction or other matter. These materials have been developed by and are proprietary to Wells Fargo and were prepared exclusively for the benefit and
internal use of the Board. These materials do not constitute an offer or solicitation to sell or purchase any securities and are not a commitment by Wells Fargo or any of its affiliates to provide or arrange any financing for any transaction or to
purchase any security in connection therewith. Wells Fargo assumes no obligation to update or otherwise revise these materials. These materials may not reflect information known to other professionals in other business areas of Wells Fargo and its
affiliates. Wells Fargo and its affiliates do not provide legal, accounting or tax advice. Accordingly, any statements contained herein as to tax matters were neither written nor intended by Wells Fargo or its affiliates to be used and cannot be
used by any taxpayer for the purpose of avoiding tax penalties that may be imposed on such taxpayer. Each person should seek legal, accounting and tax advice based on his, her, or its particular circumstances from independent advisors regarding the
impact of transactions or matters described herein. Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 2
Table of Contents I. Executive Summary II. MMLP Situation Analysis III.
Financial Analysis regarding the MMLP Common Units Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 3
Corporate & Investment Banking Executive Summary
Executive Summary | Introduction ▪ Wells Fargo Securities, LLC
(“WFS”) is pleased to provide the following materials to the Board of Directors (the “Board”) of Martin Resources Management Corporation (“MRMC”) regarding MRMC’s proposal to acquire all common units of
Martin Midstream Partners L.P. (“MMLP” or the “Partnership”) other than common units held by MRMC and its subsidiaries ▪ Pursuant to the proposed Agreement and Plan of Merger (the “Agreement”) by and among
MRMC, Martin Midstream GP LLC (the “General Partner”), a newly formed wholly owned subsidiary of MRMC (“Merger Sub”) and MMLP, Merger Sub will be merged with and into the Partnership (the “Merger”), and each MMLP
common unit (other than common units held by MRMC or its subsidiaries or MMLP or its subsidiaries) will be converted into the right to receive $4.02 per unit in cash (the “Consideration”) ▪ MRMC currently owns 15.7% of the current
MMLP common units outstanding, and MRMC owns the 2.0% general partner interest through the General Partner ▪ The materials include the following: ▪ An executive summary, including an overview of the Merger, a review of MMLP’s
current partnership structure and the economics of the proposed transaction, a review of negotiations between MRMC and the Conflicts Committee (the “Conflicts Committee”) of the Board of Directors of the General Partner and an analysis
of MMLP’s historical trading performance ▪ A financial analysis of MMLP’s current situation, including a summary of financial projections as provided by MRMC / MMLP management (“MMLP Financial Projections”) ▪ A
financial analysis of MMLP’s common units ▪ WFS has been asked by the MRMC Board, whether, in WFS’s opinion, as of the date of its opinion, the Consideration to be paid by MRMC pursuant to the Agreement is fair to MRMC from a
financial point of view Source: Merger Agreement, Public Filings, Wells Fargo Securities Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 5
Updates to Financial Analysis ▪ The materials include the
following updates from the materials presented on October 1, 2024: ▪ The financial forecast has been revised to reflect an updated MMLP financial forecast ▪ Changes in working capital for 4Q 2024 was revised upwards by $15 million to
account for payment of receivables from MRMC ▪ Debt and cash balances were updated to reflect actual results through September 30, 2024 ▪ Present value of equity calculated in the Unlevered Discounted Cash Flow Analysis was adjusted to
account for the 2% equity value attributable to the general partner interest in order to arrive at the equity value attributable to the limited partners ▪ As a result of these changes, the present value per unit range from the Discounted Cash
Flow Analysis was revised from $3.51 - $7.09 to $3.81 - $7.32 per unit ▪ Market data has been updated to reflect pricing as of October 1, 2024 Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 6
Executive Summary | Transaction Terms Counterparties▪ MRMC, Merger
Sub, a wholly owned subsidiary of MRMC, the General Partner and the Partnership ▪ MRMC to acquire, via merger, all publicly-owned common units other than common units held by MRMC for $4.02 per common unit in cash Transaction Summary ▪
MMLP will cease to be a publicly-traded partnership. Merger Sub will merge with and into the Partnership, with the Partnership being the surviving entity Consideration▪ $4.02 for each MMLP common unit ▪ Approval of the Conflicts
Committee Approvals ▪ Requires approval from holders of a majority of the outstanding common units (“Unit Majority”) Source: Merger Agreement Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential.
7
Executive Summary | Summary of Simplified Organization Structure and
Transaction Economics Current Ownership Structure Sources & Uses ($ in millions) Martin Sources Sources Resource Management Draw on ABL Facility $113.7 Corporation Term Loan 20.0 1 Management Loan 5.0 100% Total $138.7 Uses MMGP Holdings LLC
Purchase MMLP Units $132.2 Transaction Costs 6.5 100% Total $138.7 Transaction Economics Martin Midstream ($ in millions) GP LLC Consideration per Common Unit $4.02 32.9MM L.P. Units Common Units Outstanding (MM) 39.001 100% of GP Interest 84.3%
L.P. Units Ownership Total Common Equity Value $156.8 Plus: Implied GP Equity Value 3.2 Martin 2 Public Plus: MMLP Net Debt (as of 9/30/2024) 486.5 Midstream Unitholders Partners Implied Enterprise Value $646.5 L.P. Implied TEV / 2024E EBITDA 5.6x
Source: Public filings, MMLP Financial Projections | Market data as of 10/1/2024 Implied TEV / 2025E EBITDA 5.4x 1 MRMC intends to partially fund the purchase of MMLP units via a $5 million loan from MRMC management 2 Net debt reflects the balance
as of 9/30/2024 Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 8 6.1MM L.P. Units 15.7% L.P. Unit ownership
Executive Summary | Negotiation Timeline ▪ MRMC retained WFS to
advise on the acquisition of all outstanding common units of MMLP not already owned by MRMC or its subsidiaries January 2024 ▪ The Conflicts Committee retained Houlihan Lokey to serve as its financial advisor th ▪ On May 24 , MRMC
submitted a non-binding proposal to the Conflicts Committee to acquire all outstanding common units of MMLP not already owned by MRMC or its May 2024 subsidiaries for a cash purchase price of $3.05 per common unit st ▪ On June 21 , the
Conflicts Committee received a confidential non-binding proposal from Nut Tree Capital Management LP (“Nut Tree”) and Caspian Capital LP (“Caspian”) June 2024 to acquire all outstanding common units of MMLP for a cash
purchase price of $4.00 per common unit nd ▪ On July 2 , the Conflicts Committee provided a non-binding counter-proposal that MRMC acquire all outstanding common units not already owned by MRMC or its subsidiaries for a cash purchase price of
$4.75 per common unit ▪ This counter-proposal was conditioned upon the approval of such transaction by the holders of a majority of the common units who are unaffiliated with MRMC (“Majority of the Minority Provision”) th ▪
On July 5 , MRMC submitted a non-binding proposal to acquire all outstanding common units not already owned by MRMC or its subsidiaries for a cash purchase price of $3.25 per common unit ▪ This proposal was conditioned on the requirement that
the applicable partnership unitholder approval will consist of the approval by the holders of a Unit Majority as defined in the Third Amended and Restated Agreement of Limited Partnership of the Partnership (“Simple Majority Provision”)
th ▪ On July 10 , the Conflicts Committee provided a non-binding counter-proposal that MRMC acquire all outstanding common units not already owned by MRMC or its subsidiaries for a cash purchase price of $4.35 per common unit and conditioned
with a Majority of the Minority Provision July 2024 th ▪ On July 11 , the Conflicts Committee received a public letter from Nut Tree and Caspian to publicly announce its previously confidential, unsolicited and non-binding proposal to acquire
all MMLP common units for a cash purchase price of $4.00 per common unit th th ▪ On July 19 , the Conflicts Committee received a public letter from Nut Tree and Caspian to disclose the Conflicts Committee’s lack of response to the July
11 proposal from Nut Tree and Caspian ▪ Nut Tree and Caspian reiterated the offer to acquire all MMLP common units for a cash purchase price of $4.00 per common unit rd ▪ On July 23 , MRMC submitted a non-binding proposal to acquire all
outstanding common units not already owned by MRMC or its subsidiaries for a cash purchase price of $3.70 per common unit ▪ This proposal included the condition of a Simple Majority Provision ▪ On July 29th, the Conflicts Committee
received a public letter from Nut Tree and Caspian to increase their offer to acquire all MMLP common units for a cash purchase price of $4.50 per common unit Source: Public Filings Project Augusta © 2024 Wells Fargo Bank, N.A. All rights
reserved. Confidential. 9
Executive Summary | Negotiation Timeline nd ▪ On August 2 , the
Conflicts Committee provided a non-binding counter-proposal that MRMC acquire all outstanding common units not already owned by MRMC or its subsidiaries for a cash purchase price of $4.35 per common unit ▪ This counter-proposal was conditioned
upon a Majority of the Minority Provision th ▪ On August 6 , Ruben Martin (President and CEO of MRMC) initiated discussions with Byron Kelley (Chairman of the Conflicts Committee) regarding a proposal for MRMC to acquire all outstanding common
units not already owned by MRMC or its subsidiaries for a cash purchase price of $4.02 per common unit August 2024 th ▪ On August 12 , MRMC submitted a non-binding proposal to acquire all outstanding common units not already owned by MRMC or
its subsidiaries for a cash purchase price of $4.02 per common unit ▪ This proposal included the condition of a Simple Majority Provision nd ▪ On August 22 , Baker Botts (legal counsel to MRMC) sent an initial draft of the Merger
Agreement to Munsch Hardt Kopf & Harr (legal counsel to the Conflicts Committee) ▪ MRMC and Conflicts Committee continued ongoing negotiations around the terms of the Merger Agreement September 2024 Source: Public Filings Project Augusta
© 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 10
Executive Summary | Historical MMLP Price Performance $8.00
Consideration Premium Relative to MMLP Price Historical Average x x Consideration $4.02 Last 30 Days Average $3.58 12.2% Last 60 Days Average $3.64 10.5% Last 6 Months Average $3.28 22.6% $6.00 Last 12 Months Average $2.87 40.2% $4.02 $4.00 $3.67
$3.64 $3.58 $3.28 $2.87 $2.00 $0.00 9/29/23 10/29/23 11/29/23 12/29/23 1/29/24 2/29/24 3/31/24 4/30/24 5/31/24 6/30/24 7/31/24 8/31/24 9/30/24 Unit Price Consideration Last 12 Months Average Last 6 Months Average Last 60 Days Average Last 30 Days
Average Source: FactSet | Market data as of 10/1/2024 Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 11 $/Unit
Executive Summary | MMLP Units Traded Analysis (% of Total Volume) 3
Months 6 Months 3 Months Summary Statistics 3 Mont 6 h Months Summary Statistics 6 Month 100% 100% Total Volume (MM) 5.825 Total Volume (MM) 10.781 % Float 20.8% % Float 38.6% Avg. Daily Trading Volume (MM) 0.090 Avg. Daily Trading Volume (MM) 0.084
71.5% 75% 75% Mean $3.60 Mean $3.28 VWAP $3.69 VWAP $3.38 50% 50% 38.6% 19.0% 17.0% 25% 25% 9.8% 9.6% 9.3% 9.2% 6.2% 3.3% 1.9% 3.3% 1.2% 0.0% 0.0% 0.0% 0% 0% <$2.50 $2.50 - $2.75 - $3.00 - $3.25 - $3.50 - $3.75 - >$4.00 <$2.50 $2.50 - $2.75
- $3.00 - $3.25 - $3.50 - $3.75 - >$4.00 $2.75 $3.00 $3.25 $3.50 $3.75 $4.00 $2.75 $3.00 $3.25 $3.50 $3.75 $4.00 12 Months 18 Months 12 Months Summary Statistics 12 M1 ont 8 h Months Summary Statistics 18 Month 100% 100% Total Volume (MM) 17.840
Total Volume (MM) 27.219 % Float 63.8% % Float 97.3% Avg. Daily Trading Volume (MM) 0.071 Avg. Daily Trading Volume (MM) 0.072 75% 75% Mean $2.87 Mean $2.74 VWAP $3.02 VWAP $2.89 50% 50% 32.8% 25.2% 23.4% 20.6% 17.3% 25% 15.4% 15.3% 25% 10.4% 11.5%
3.8% 3.6% 6.0% 5.8% 5.6% 1.3% 2.0% 0% 0% <$2.50 $2.50 - $2.75 - $3.00 - $3.25 - $3.50 - $3.75 - >$4.00 <$2.50 $2.50 - $2.75 - $3.00 - $3.25 - $3.50 - $3.75 - >$4.00 $2.75 $3.00 $3.25 $3.50 $3.75 $4.00 $2.75 $3.00 $3.25 $3.50 $3.75 $4.00
Source: FactSet | Market data as of 10/1/2024 Note: Trading prices and volumes reflect unit price on 10/1/2024 Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 12
Corporate & Investment Banking MMLP Situation Overview
MMLP Situation Overview | Partnership Overview and Trading/Credit
Statistics MMLP Overview ▪ MMLP is a diversified specialty services midstream business with operations in four key business segments: Terminalling & Storage, Transportation Services, Specialty Products and Sulfur Services ▪ The
Partnership was founded in 2002 and is headquartered in Kilgore, TX ▪ MMLP provides specialty services to major and independent oil and gas companies including refineries, chemical companies and similar businesses with significant business
concentrated around the U.S. Gulf Coast refinery and chemical complex Trading / Credit Statistics Asset Map ($ in millions) Current Unit Price (10/1/2024) $3.67 % Discount to 52-Week High (11.2%) % Premium to 52-Week Low 93.0% 1 Cash & Cash
Equivalents (as of 9/30/2024) ($0.1) 1 Total Debt (as of 9/30/2024) $486.6 2 Market Capitalization $146.1 TEV $632.6 TEV / 2024E EBITDA 5.5x TEV / 2025E EBITDA 5.3x Net Debt / 2024E EBITDA 4.2x Current Distribution Yield 0.5% 3 Liquidity $79.4
Credit Rating (S&P / Moody's / Fitch) B / B3 / B- Source: Public filings, MMLP Financial Projections, FactSet | Market data as of 10/1/2024 1 Total debt and cash reflect balances as of 9/30/2024 2 Grossed up by the general partner interest of 2%
3 Liquidity defined as available revolver balance plus cash less letters of credit Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 14
MMLP Situation Overview | Asset Overview Terminalling & Storage
Transportation Services Sulfur Services Specialty Products Operates 1 naphthenic lube refinery, 21 terminal Tank truck and marine transportation for the Transports, stores, and prills molten sulfur, Marketing, distribution, and transportation
facilities with aggregate storage capacity of petroleum, petrochemical and chemical manufactures and markets sulfur-based services for natural gas liquids and blending and 2.6MM barrels and 2.1MM barrels of industries fertilizers and related sulfur
products packaging services for specialty lubricants and underground NGL storage grease Naphthenic lube refinery with a 6,500 Truck and trailer fleet made up of Purchases molten sulfur from refineries as Purchases base oil from 3rd parties and Bpd
minimum commitment from ~700 tank trucks and ~1,200 trailers feedstock to convert to fertilizer, then MRMC to blend and package private label Smackover MRMC to process naphthenic crude oil hauling lubricants, diesel products, markets sulfur-based
fertilizers and related lubricants using 4.0 MM gallons of bulk Refinery Lubricants Fertilizer into refined products general chemicals, LPGs, molten sulfur products (sulfuric acid) to wholesale storage and 250,000 sq. ft. warehouse Land & Grease
sulfur, sulfuric acid, asphalt, resins, fertilizer distributors and industrial users within the Smackover Refinery and Transportation pneumatics, and LNG grease processing and packaging in 8 terminals that facilitate the Specialty Kansas City,
Houston and Phoenix movement of petroleum products, by- Terminals products and petrochemicals Processes molten sulfur into a solid form to Prilled Natural gasoline from Mont Belview, TX, enable large-scale transportation for Sulfur is transported by
pipeline to the Service-based day-rate, short and export on dry bulk vessels 12 terminals along the Gulf Coast Shore-Based NGLs Spindletop terminal, then ultimately long-term towing contracts for utilized by Martin Energy Services, a delivered to
the Beaumont, TX area Terminals transportation of petroleum Aggregates, stores, and transports molten subsidiary of MRMC Molten customer products and by-products via 27 sulfur from Gulf Coast refineries to the Marine Sulfur marine tank barges, 14
inland push Tampa market for fertilizer production 2.1MM barrels of underground storage Transportation Store and transport propane for retail NGL boats, and one offshore tug and capacity for natural gas liquids along propane distributors (~100
regional Produces electronic sulfuric acid to supply Underground barge unit Propane with rail and truck transloading Project customers throughout the Southeastern semiconductor manufacturers Storage capabilities at Arcadia, LA facility ELSA US)
Source: Public filings Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 15
MMLP Situation Overview | Asset Overview (Continued) Terminalling &
Storage Transportation Services Sulfur Services Specialty Products • Provides storage, refining, and • Tank truck transportation • Manufactures and markets • Blends and packages handling services of petroleum services for the
petroleum, sulfur-based fertilizers and agricultural, automotive and products and by-products and petrochemical and chemical related sulfur products (sulfuric industrial private label lubricants industries acid) to wholesale fertilizer
petrochemicals • Processes and packages distributors and industrial users Segment • Utilizes inland and offshore tows automotive, commercial and Overview to provide marine • Aggregates, stores and industrial greases transportation
of petroleum transports molten sulfur and • Natural gas liquids, marketing, products and by-products converts to prilled sulfur distribution and transportation services 2024E Adj. EBITDA 27% 26% 30% 17% 1 Contribution 2 Key Customers Wtd.
Average ~15 Years ~21 Years ~24 Years ~36 Years 3 Relationship Length Source: Public filings 1 Adjusted Segment EBITDA contribution does not include unallocated SG&A or results from the butane optimization business which the Partnership exited
in 1H 2023 2 Data as of 12/31/2023 3 Weighted average relationship length of top 5 customers in each segment within each business Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 16
MMLP Situation Overview | Equity Ownership Summary Equity Ownership
Summary Institutional Ownership Top Holders Total Units Owned (000's) % of Total Units Invesco Advisers, Inc. 7,213 18.5% Retail: Goldman Sachs & Co. LLC (Private Banking) 2,882 7.4% 34.7% Institutional: 37.7% Barclays Bank Plc (Private Banking)
1,500 3.8% Harvest Fund Advisors LLC 1,018 2.6% JPMorgan Securities LLC (Investment Management) 584 1.5% Raymond James & Associates, Inc. (Invt Mgmt) 440 1.1% Morgan Stanley (Strategic Investments) 237 0.6% De Lisle Partners LLP 231 0.6% Wells
Fargo Bank, NA (Private Banking) 120 0.3% Eagle Global Advisors LLC 80 0.2% Other Institutional Investors 395 1.0% Insiders: Total Institutional Investors 14,700 37.7% 27.7% Summary Insider Ownership Top Holders Total Units Owned (000's) % of Total
Units Holders trter Total Units O rwned (000's) % of Tot .al Units 6,115 15.7% Institutional 14,700 37.7% Martin Resource Management Corp. Insiders 1 0,787 27.7% 3,886 10.0% Martin Ruben S III 152 0.4% Retail 13,514 34.7% Massey C Scott 149 0.4%
Bondurant Robert D Total Common Units Outstanding 39,001 100.0% 134 0.3% Kelley Byron R 132 0.3% Collingsworth James M 118 0.3% Tauscher Randall L 48 0.1% Booth Chris H 28 0.1% Shoup Scot A 25 0.1% Taylor Sharon L Total Insider Ownership 10,787
27.7% Total Other 13,514 34.7% Total Common Units Outstanding 39,001 100.0% Source: Public filings, FactSet | Market data as of 10/1/2024 Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 17
MMLP Situation Overview | Financial Projection Assumptions ▪ The
MMLP Financial Projections as provided by MMLP/MRMC management incorporate the following assumptions: ▪ Revenue ▪ Terminalling and Storage ▪ Terminals assume a flat volume throughput (consistent with historical figures) and assume
storage rates increase at an annual rate of 3.0% ▪ Tolling revenue assumes a flat daily volume throughput (consistent with historical figures) and assumes reservation fees increase at an annual rate of 3.0% ▪ Underground Storage revenue
is consistent with historical figures and assumes an annual rate of 2.0% ▪ Specialty Products ▪ Specialty Products assume beginning volumes that are consistent with historical volumes and assume a volume growth rate of 1.0%-2.5% ▪
Seasonal spreads reflect forward commodity pricing ▪ Realized margins consistent with historical figures ▪ Transportation Services ▪ Utilization based on historical figures and held flat throughout the forecast ▪ Rates based
on historical figures and assume an annual growth rate of 3.0% and 1.5% for Marine and Land services, respectively ▪ Sulfur Services ▪ Revenue based on historical figures and assume an annual volume growth rate of 1.0%-2.0% ▪ ELSA
Project reflects contracted volumes and rates ▪ Expenses: Operating Expenses and Allocated SG&A based on historical figures and assume an annual growth rate of 3.0% ▪ Unallocated SG&A Expenses: Based on historical figures and
assumes an annual growth rate of 1.0% ▪ Maintenance Capital Expenditures: Maintenance capex of $25MM-$30MM per year (approximately 25% of EBITDA and in line with historical averages) ▪ Growth Capital Expenditures: Growth capex of
$5MM-$15MM per year and based on management identified opportunities Source: MMLP Financial Projections Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 18
MMLP Situation Overview | Financial Projections ($ in Thousands, except
per unit amounts) Q4 2024B FY 2025P FY 2026P FY 2027P FY 2028P 2025P-2028P CAGR MMLP Operational EBITDA $27,570 $119,486 $119,298 $117,910 $119,695 0.06% Cash Interest (13,243) (50,030) (48,134) (34,113) (28,262) Cash Taxes (995) (5,216) (5,271)
(5,141) (5,063) Changes in Working Capital 28,581 1,955 (80) (12,682) (474) Phantom Stock 512 1,468 (1,618) - - Available Funds from Operations (AFFO) $42,425 $67,662 $64,196 $65,974 $85,897 8.28% Maintenance Capital Expenditures ($4,643) ($29,625)
($30,811) ($24,899) ($23,455) Distributable Cash Flow $37,782 $38,037 $33,384 $41,075 $62,442 17.97% Growth Capital Expenditures ($731) ($5,865) ($10,769) ($12,597) ($15,129) Proceeds from Asset Sales 540 300 300 300 600 Free Cash Flow Before
Distributions and Debt Repayment $37,591 $32,473 $22,916 $28,778 $47,914 13.84% Source: MMLP Financial Projections Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 19
Corporate & Investment Banking Financial Analyses Regarding the
MMLP Common Units
Financial Analyses Regarding the MMLP Common Units | Summary
Methodology Valuation Methods ▪ Effective entry and exit dates of 10/1/2024 and 12/31/2028, respectively ▪ Utilized range of weighted average cost of capital (“WACC”) discount rates ▪ WACC based on the Capital Asset
Pricing Model (“CAPM”) for selected entities deemed comparable Post-Tax Unlevered Discounted Cash ▪ Unlevered free cash flow and terminal value discounted at 11.0%-12.0% Flow Analysis ▪ Calculated terminal values based on
perpetuity growth rate ▪ Perpetuity growth rate of (1.0%) – 1.0% ▪ Implied value of MMLP common units based on historical premiums paid in selected relevant midstream mergers in which the consideration was cash, stock, or a
combination of both Select Premiums Paid ▪ 1-Day prior spot premiums paid applied to 5/23/2024 unaffected unit price of $3.00 Analysis All Transactions▪ Premium range of 4.8% - 26.5% th th ▪ Low based on 25 percentile and high
based on 75 percentile of selected precedent transactions ▪ Implied value of MMLP common units based on historical premiums paid in selected relevant midstream mergers in which the consideration was all cash Select Premiums Paid Analysis
▪ 1-Day prior spot premiums paid applied to 5/23/2024 unaffected unit price of $3.00 Cash-for-Unit/Stock ▪ Premium range of 13.1% - 26.2% Transactions th th ▪ Low based on 25 percentile and high based on 75 percentile of selected
precedent transactions For Reference Only Source: Public filings Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 21
Financial Analyses Regarding the MMLP Common Units | Preliminary
Valuation Per Unit Consideration: $4.02 Price / Unit $2.00 $3.00 $4.00 $5.00 $6.00 $7.00 $8.00 $4.02 Discounted Cash Flow Analysis Perpetuity Growth Rate of (1.0%) - 1.0% $3.81 $7.32 Discount Rate of 11.0% - 12.0% Select Premiums Paid All
Transactions 1-Day Prior Unit/Share Price $3.14 $3.79 th th 25 – 75 Percentile Premium to 5/23/2024 Unit Price 4.8% - 26.5% Select Premiums Paid Cash-for-Unit/Stock Transactions 1-Day Prior Unit/Share Price $3.39 $3.79 th th 25 – 75
Percentile Premium to 5/23/2024 Unit Price 13.1% - 26.2% Implied TTV / 2024E EBITDA 4.6x 4.9x 5.2x 5.6x 5.9x 6.3x 6.6x Implied TTV / 2025E EBITDA 4.4x 4.7x 5.1x 5.4x 5.7x 6.1x 6.4x Source: MMLP Financial Projections, Public filings Project Augusta
© 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 22 For Reference Only
Financial Analysis Regarding the MMLP Common Units | Discounted Cash
Flow Analysis ($ in MM, except per unit amounts) Q4 2024B FY 2025P FY 2026P FY 2027P FY 2028P Terminal Value MMLP EBITDA $28 $119 $119 $118 $120 (-) Cash Taxes (1) (5) (5) (5) (5) (-) Maintenance Capex (5) (30) (31) (25) (23) (-) Changes in Working
Capital 29 2 (0) (13) (0) (-) Phantom Stock 1 1 (2) 0 0 (+) Proceeds from Asset Sales 1 0 0 0 1 (-) Growth Capex (1) (6) (11) (13) (15) Unlevered Free Cash Flow $51 $83 $71 $63 $76 Perpetuity Growth Rate (Midpoint) 0.0% Terminal Value at 0.0%
Perpetuity Growth Rate (Midpoint) $662 Implied 2028E Terminal Multple 5.5x PV of Unlevered Cash Flows at 11.5% Discount Rate (Midpoint) $282 PV of Terminal Value at 11.5% Discount Rate (Midpoint) $417 Enterprise Value $699 Less: Net Debt (as of
9/30/2024) ($487) Total Equity Value $213 Less: 2% GP Equity ($4) Total LP Equity $208 Total Diluted Units Outstanding (MM) 39.00 Implied Unit Price $5.34 Implied 2024E EBITDA Multiple 6.1x Implied 2025E EBITDA Multiple 5.9x Implied Unit Price
Sensitivity Implied Terminal Multiple Perpetuity Growth Rate Perpetuity Growth Rate (1.0%) (0.5%) 0.0% 0.5% 1.0% (1.0%) (0.5%) 0.0% 0.5% 1.0% 11.00% $5.05 $5.54 $6.08 $6.67 $7.32 11.00% 5.3x 5.5x 5.8x 6.1x 6.4x 11.25% $4.72 $5.19 $5.70 $6.26 $6.88
11.25% 5.1x 5.4x 5.7x 5.9x 6.3x 11.50% $4.41 $4.85 $5.34 $5.87 $6.45 11.50% 5.0x 5.3x 5.5x 5.8x 6.1x 11.75% $4.10 $4.53 $4.99 $5.50 $6.05 11.75% 4.9x 5.2x 5.4x 5.7x 6.0x 12.00% $3.81 $4.22 $4.66 $5.14 $5.66 12.00% 4.8x 5.1x 5.3x 5.6x 5.8x Source:
MMLP Financial Projections, Public filings Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 23 Discount Rate Discount Rate
Financial Analysis Regarding the MMLP Common Units | Premiums Paid
Analysis 1 Premium Date Announced Buyer Seller Consideration 1 Day Prior Spot x x 7/25/2022 Shell Plc Shell Midstream Partners LP Cash-for-Unit 23.0% 6/2/2022 Hartree Partners Sprague Resources LP Cash-for-Unit 27.3% 5/13/2022 Diamondback Energy,
Inc. Rattler Midstream LP Stock-for-Unit 1.8% 4/22/2022 Ergon BlueKnight Energy Partners LP LLC Cash-for-Unit 54.0% 12/20/2021 BP p.l.c. BP Midstream Partners LP Stock-for-Unit 16.2% 10/27/2021 Phillips 66 Phillips 66 Partners LP Stock-for-Unit
26.2% 3/4/2021 Chevron Corporation Noble Midstream Partners LP Stock-for-Unit 15.4% 7/27/2020 CNX Resources Corporation CNX Midstream Partners LP Cash/Stock-for-Unit 5.6% 2/27/2020 Equitrans Midstream Corporation EQM Midstream Partners LP
Stock-for-Unit (8.5%) 4/2/2019 UGI Corporation AmeriGas Partners, L.P. Cash/Stock-for-Unit 16.5% 3/18/2019 ArcLight Energy Partners American Midstream Partners, LP Cash-for-Unit (11.0%) 11/26/2018 ArcLight Energy Partners TransMontaigne Partners
L.P. Cash-for-Unit 11.8% 11/26/2018 Dominion Energy Inc Dominion Energy Midstream Partners, LP Stock-for-Unit 2.6% 11/8/2018 Western Gas Equity Partners, LP Western Gas Partners, LP Cash/Stock-for-Unit 72.0% 10/22/2018 EnLink Midstream LLC EnLink
Midstream Partners, L.P. Stock-for-Unit (2.5%) 10/18/2018 Valero Energy Corporation Valero Energy Partners LP Cash-for-Unit 17.0% 10/9/2018 Antero Midstream Corp. Antero Midstream Partners LP Cash/Stock-for-Unit 63.2% 9/18/2018 Enbridge Inc.
Enbridge Energy Management, L.L.C. Stock-for-Share 29.8% 9/18/2018 Enbridge Inc. Enbridge Income Fund Holdings Inc. Cash/Stock-for-Share 16.8% 9/18/2018 Enbridge Inc. Enbridge Energy Partners, L.P. Class A Stock-for-Share 13.9% All Transactions Min
(11.0%) Median 16.4% Mean 19.6% Max 72.0% th 25 Percentile 4.8% th 75 Percentile 26.5% Cash-for-Unit/Stock Transactions Min (11.0%) Median 20.0% Mean 20.3% Max 54.0% th 25 Percentile 13.1% th 75 Percentile 26.2% Source: Public filings, FactSet 1
Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 24 Premiums shown relative to trading price on last unaffected trading day before initial offer
Financial Analysis Regarding the MMLP Common Units | Premiums Paid
Analysis (Continued) Summary Results 1-Day Prior Spot | All Transactions 1-Day Prior Spot | Cash-for-Unit/Stock Transactions Unit Price as of 5/23/2024 $3.00 $3.00 1 Historical Merger Premium Range 4.8% - 26.5% 13.1% - 26.2% Implied MMLP Unit Price
Range $3.14 - $3.79 $3.39 - $3.79 Source: Public filings, FactSet 1 th th Based on 25 / 75 percentiles Project Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 25
Corporate & Investment Banking This document and any other
materials accompanying this document (collectively, the “Materials”) are provided for general informational purposes. By accepting any Materials, the recipient thereof acknowledges and agrees to the matters set forth below in this
notice. Wells Fargo Corporate and Investment Banking (CIB) makes no representation or warranty (express or implied) regarding the adequacy, accuracy or completeness of any information in the Materials. Information in the Materials is preliminary and
is not intended to be complete, and such information is qualified in its entirety. Any opinions or estimates contained in the Materials represent the judgment of CIB at this time, and are subject to change without notice. Interested parties are
advised to contact CIB for more information. The Materials are not an offer to sell, or a solicitation of an offer to buy, the securities or instruments named or described herein. The Materials are not intended to provide, and must not be relied on
for, accounting, legal, regulatory, tax, business, financial or related advice or investment recommendations. No person providing any Materials is acting as fiduciary or advisor with respect to the Materials. You must consult with your own advisors
as to the legal, regulatory, tax, business, financial, investment and other aspects of the Materials. Wells Fargo Corporate & Investment Banking (CIB) and Wells Fargo Securities (WFS) are the trade names used for the corporate banking, capital
markets, and investment banking services of Wells Fargo & Company and its subsidiaries, including but not limited to Wells Fargo Securities, LLC, member of NYSE, FINRA, NFA, and SIPC, Wells Fargo Prime Services, LLC, member of FINRA, NFA and
SIPC, and Wells Fargo Bank, N.A., member NFA and swap dealer registered with the CFTC and security-based swap dealer registered with the SEC, member FDIC. Wells Fargo Securities, LLC and Wells Fargo Prime Services, LLC, are distinct entities from
affiliated banks and thrifts. Notwithstanding anything to the contrary contained in the Materials, all persons may disclose to any and all persons, without limitations of any kind, the U.S. federal, state or local tax treatment or tax structure of
any transaction, any fact that may be relevant to understanding the U.S. federal, state or local tax treatment or tax structure of any transaction, and all materials of any kind (including opinions or other tax analyses) relating to such U.S.
federal, state or local tax treatment or tax structure, other than the name of the parties or any other person named herein, or information that would permit identification of the parties or such other persons, and any pricing terms or nonpublic
business or financial information that is unrelated to the U.S. federal, state or local tax treatment or tax structure of the transaction to the taxpayer and is not relevant to understanding the U.S. federal, state or local tax treatment or tax
structure of the transaction to the taxpayer. All information provided in this presentation represents the views of CIBs Banking team, and not the independent views of our Research Analysts. CIB has adopted policies and procedures designed to
preserve the independence of our Research Analysts, whose views may differ from those presented herein. If you require an accessibility accommodation, please notify your CIB contact ©2024 Wells Fargo & Company. All rights reserved. Project
Augusta © 2024 Wells Fargo Bank, N.A. All rights reserved. Confidential. 26
Exhibit (f)(2)
Delaware Revised Uniform Limited Partnership Act
Delaware Code Title 6 § 17-212.
Unless otherwise provided in a partnership agreement or an agreement of merger or consolidation or a plan of merger or a plan of division, no appraisal rights
shall be available with respect to a partnership interest or another interest in a limited partnership, including in connection with any amendment of a partnership agreement, any merger or consolidation in which the limited partnership or a
registered series of the limited partnership is a constituent party to the merger or consolidation, any division of the limited partnership, any conversion of the limited partnership to another business form, any conversion of a protected series of
the limited partnership to a registered series of such limited partnership, any conversion of a registered series of the limited partnership to a protected series of such limited partnership, any transfer to or domestication or continuance in any
jurisdiction by the limited partnership, or the sale of all or substantially all of the limited partnership’s assets. The Court of Chancery shall have jurisdiction to hear and determine any matter relating to any appraisal rights provided in a
partnership agreement or an agreement of merger or consolidation or a plan of merger or a plan of division.
Exhibit 107
CALCULATION OF FILING FEE TABLES
Schedule 13E-3
(Form Type)
MARTIN MIDSTREAM
PARTNERS L.P.
MARTIN RESOURCE MANAGEMENT CORPORATION
MMGP HOLDINGS LLC
MARTIN
MIDSTREAM GP LLC
MRMC MERGER SUB LLC
MARTIN RESOURCE LLC
CROSS OIL REFINING & MARKETING, INC.
MARTIN PRODUCT SALES LLC
SENTERFITT HOLDINGS INC.
RUBEN S. MARTIN, III
ROBERT D. BONDURANT
(Exact
Name of Registrant and Name of Person Filing Statement)
Table 1: Transaction Valuation
|
|
|
|
|
|
|
| |
|
|
|
| |
|
Proposed
Maximum
Aggregate Value of
Transaction |
|
Fee
Rate |
|
Amount of
Filing Fee |
| |
|
|
|
| Fees to be
Paid |
|
$144,412,231.42(1)(2) |
|
0.00015310 |
|
$22,109.51(3) |
| |
|
|
|
| Fees Previously
Paid |
|
$0 |
|
|
|
$0 |
| |
|
|
|
| Total Transaction
Valuation |
|
$144,412,231.42 |
|
|
|
|
| |
|
|
|
| Total Fees Due for
Filing |
|
|
|
|
|
$22,109.51 |
| |
|
|
|
| Total Fees
Previously Paid |
|
|
|
|
|
$0 |
| |
|
|
|
| Total Fee
Offsets |
|
|
|
|
|
$22,109.51(4) |
| |
|
|
|
|
Net Fee Due |
|
|
|
|
|
$0 |
| (1) |
Aggregate number of securities to which this transaction applies: As of the close of business on
October 22, 2024, the maximum number of common units of Martin Midstream Partners L.P. to which this transaction applies is estimated to be 36,161,371, which consists of (i) 39,001,086 common units that are issued and outstanding on such date
minus 6,114,532 common units, the holders of which are Martin Resource Management Corporation and its subsidiaries and which common units will be retained post-closing (the “Public Common Units”), (ii) 167,317 common units underlying
outstanding restricted units (the “Restricted Units”), (iii) 1,539,500 common units underlying outstanding phantom units (the “Phantom Units”) and (iv) 1,568,000 common units underlying outstanding phantom unit appreciation
rights (the “Phantom Unit Appreciation Rights”). |
| (2) |
Per unit price or other underlying value of the transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): Estimated solely for the purposes of calculating the filing fee, as of the close of business on October 22,
2024, the proposed maximum aggregate value of the transaction was calculated based on the sum of (i) the product of 34,593,371 common units (including the Public Common Units and the common units underlying the Restricted Units and Phantom
Units) and the per unit merger consideration of $4.02 and (ii) the product of 1,568,000 common units underlying the Phantom Unit Appreciation Rights and $3.41, which is the difference between $4.02 and $0.61, the weighted average grant value of
the Phantom Unit Appreciation Rights. |
| (3) |
In accordance with Section 14(g) of the Securities Exchange Act of 1934, as amended, the filing fee was
determined by multiplying the sum calculated in Note 2 above by 0.00015310. |
| (4) |
The Company previously paid $22,109.51 upon the filing of its Preliminary Proxy Statement on Schedule 14A on
October 25, 2024 in connection with the transaction reported hereby. |
Table 2: Fee Offset Claims and Sources
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
|
|
| |
|
Registrant
or Filer Name |
|
Form
or Filing
Type |
|
File
Number |
|
Initial
Filing Date |
|
Filing
Date |
|
Fee
Offset Claimed |
|
Fee
Paid with
Fee Offset
Source |
| |
|
|
|
|
|
|
|
| Fee Offset
Claims |
|
Martin Midstream
Partners L.P. |
|
Schedule
14A |
|
000-50056 |
|
October 25,
2024 |
|
|
|
$22,109.51 |
|
|
| |
|
|
|
|
|
|
|
|
Fee Offset
Sources |
|
Martin Midstream
Partners L.P. |
|
Schedule
14A |
|
000-50056 |
|
|
|
October 25,
2024 |
|
|
|
$22,109.51 |
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