e8vk
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of report (date of earliest event reported): February 3, 2010
MARTIN MIDSTREAM PARTNERS L.P.
(Exact name of Registrant as specified in its charter)
|
|
|
|
|
DELAWARE
|
|
000-50056
|
|
05-0527861 |
(State of incorporation
or organization)
|
|
(Commission file number)
|
|
(I.R.S. employer identification number) |
|
|
|
4200 STONE ROAD
KILGORE, TEXAS
(Address of principal executive offices)
|
|
75662
(Zip code) |
Registrants telephone number, including area code: (903) 983-6200
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions (see General Instruction
A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item 1.01. Entry into a Material Definitive Agreement.
On February 3, 2010, Martin Midstream Partners L.P. (the Partnership) entered into
an underwriting agreement (the Underwriting Agreement) with UBS Securities LLC, RBC
Capital Markets Corporation and Wells Fargo Securities, LLC, as representatives for the several
underwriters parties thereto, in connection with an underwritten public offering (the
Offering) of 1,650,000 of its common units (Common Units) at a price of $32.35
per Common Unit before an underwriting discount of $1.45 per Common Unit. Pursuant to the
Underwriting Agreement, the Partnership has granted the underwriters a 30-day option to purchase up
to an additional 247,500 Common Units to cover any over-allotments in connection with the Offering.
The Common Units to be sold in the Offering have been registered under the Securities Act of 1933,
as amended (the Securities Act), pursuant to the Partnerships existing shelf
registration statement (File No. 333-148146). The closing of the Offering is expected to occur on
February 8, 2010, subject to satisfaction of customary closing conditions. The Partnership will use
the anticipated net proceeds of approximately $51.7 million from the Offering, plus up to an
additional $7.8 million if the underwriters exercise their over-allotment option in full, to repay
a portion of the outstanding indebtedness incurred under its revolving loan facility.
Neither this Current Report on Form 8-K, nor the attached press release, constitutes an offer
to sell or a solicitation of an offer to buy the securities described herein, nor shall there be
any sale of these securities in any state or jurisdiction in which such an offer, solicitation or
sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. The Offering is being made only by means of a prospectus and related prospectus
supplement.
2
The foregoing description is qualified in its entirety by reference to the full text of the
Underwriting Agreement, which is filed as Exhibit 1.1 to this Current Report on Form 8-K and
incorporated herein by reference. In addition, filed herewith are certain legal opinions issued by
Baker Botts L.L.P. in connection with the Offering.
Item 7.01. Regulation FD Disclosure.
On February 3, 2010, the Partnership issued a press release announcing pricing of the Common
Units in the Offering. A copy of the press release is furnished as an exhibit to this Current
Report on Form 8-K.
In accordance with General Instruction B.2 of Form 8-K, the information set forth in this Item
7.01 and in the attached Exhibit 99.1 is deemed to be furnished and not deemed to be filed for
purposes of the Securities Exchange Act of 1934, as amended (the Exchange Act).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
In accordance with General Instruction B.2 of Form 8-K, the information set forth in the
attached Exhibit 99.1 is deemed to be furnished and not deemed to be filed for purposes of the
Exchange Act.
|
|
|
|
|
EXHIBIT |
|
|
NUMBER |
| |
|
DESCRIPTION |
1.1
|
|
|
|
Underwriting Agreement dated as of February 3, 2010 by and among
the Partnership, Martin Midstream GP LLC, Martin Operating GP
LLC, Martin Operating Partnership L.P. and UBS Securities LLC,
RBC Capital Markets Corporation and Wells Fargo Securities, LLC. |
|
5.1
|
|
|
|
Opinion of Baker Botts L.L.P. as to the legality of the Common
Units. |
|
8.1
|
|
|
|
Opinion of Baker Botts L.L.P. as to certain tax matters. |
|
23.1
|
|
|
|
Consent of Baker Botts L.L.P. (included in Exhibits 5.1 and 8.1). |
|
99.1
|
|
|
|
Press release dated February 3, 2010. |
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
MARTIN MIDSTREAM PARTNERS L.P.
|
|
|
By: |
Martin Midstream GP LLC,
|
|
|
|
Its General Partner |
|
|
|
|
|
|
|
|
Date: February 3, 2010 |
By: |
/s/ Robert D. Bondurant
|
|
|
|
Robert D. Bondurant, |
|
|
|
Executive Vice President and
Chief Financial Officer |
|
INDEX TO EXHIBITS
|
|
|
|
|
EXHIBIT |
|
|
NUMBER |
| |
|
DESCRIPTION |
1.1
|
|
|
|
Underwriting Agreement dated as of February 3, 2010 by and among
the Partnership, Martin Midstream GP LLC, Martin Operating GP
LLC, Martin Operating Partnership L.P. and UBS Securities LLC,
RBC Capital Markets Corporation and Wells Fargo Securities, LLC. |
|
5.1
|
|
|
|
Opinion of Baker Botts L.L.P. as to the legality of the Common
Units. |
|
8.1
|
|
|
|
Opinion of Baker Botts L.L.P. as to certain tax matters. |
|
23.1
|
|
|
|
Consent of Baker Botts L.L.P. (included in Exhibits 5.1 and 8.1). |
|
99.1
|
|
|
|
Press release dated February 3, 2010. |