Form DFAN14A - Additional definitive proxy soliciting materials filed by non-management and Rule 14(a)(12) material
2024年12月11日 - 6:15AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
14A
(Rule
14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☐
Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☐ | Definitive Proxy Statement |
| ☒ | Definitive Additional Materials |
| ☐ | Soliciting Material Under § 240.14a-12 |
MARTIN MIDSTREAM PARTNERS L.P. |
(Name of Registrant as Specified In Its Charter)
|
|
NUT TREE CAPITAL
MANAGEMENT L.P.
NUT TREE CAPITAL
MANAGEMENT GP, LLC
JARED R. NUSSBAUM
CASPIAN CAPITAL
L.P.
CASPIAN CAPITAL
GP LLC
ADAM COHEN
DAVID CORLETO
|
(Name of Persons(s) Filing Proxy Statement, if other than the Registrant)
|
Payment of Filing Fee (Check all boxes that apply):
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Nut Tree Capital Management
L.P., a Delaware limited partnership (“Nut Tree”), and Caspian Capital L.P., a Delaware limited partnership (“Caspian”),
together with the other participants named herein, have filed a definitive proxy statement and accompanying GOLD proxy card with the Securities
and Exchange Commission (“SEC”) to be used to solicit votes in connection with their opposition to proposals to be presented
at a special meeting of common unitholders (the “Special Meeting”) of Martin Midstream Partners L.P., a Delaware limited partnership
(the “Company”), in connection with the Company’s agreement and plan of merger with Martin Resource Management Corporation
and certain of its affiliates.
Item 1: On December 10,
2024, Nut Tree and Caspian issued the following press release:
Nut Tree Capital Management and Caspian Capital
Release Presentation Highlighting Why Martin Midstream Partners L.P. Unitholders Should Vote “AGAINST” Value Destructive Merger
with Martin Resource Management Corp.
Presentation Details Why MRMC’s Proposed Merger
Significantly Undervalues MMLP, the Deeply Flawed Valuation Methodologies and Financial Analysis Used to Justify the Inadequate Merger
Consideration, and the Major Conflicts of Interest that Threaten to Enrich Company Insiders at Expense of Unitholders
Remaining as a Publicly Traded MLP Provides a Path
to Superior Value for MMLP Unitholders
We Believe Unitholders Stand to Benefit from Imminent
and Significant Future Distributions if MMLP Remains Independent
Nut Tree and Caspian Urge Unitholders to Vote “AGAINST”
MMLP’s Merger with MRMC
View the Presentation at www.ProtectMMLPValue.com
New York - December 10, 2024 – Nut Tree Capital Management
L.P. (“Nut Tree”) and Caspian Capital L.P. (“Caspian”), which together with their affiliates have combined exposure
in Martin Midstream Partners L.P. (NASDAQ: MMLP) (“MMLP” or the “Company”) of approximately 13.6% of the outstanding
common units, today released an investor presentation highlighting reasons why unitholders should vote “AGAINST” the deeply
flawed merger of MMLP with Martin Resource Management Corporation (“MRMC”).
The presentation contains a detailed explanation regarding how MRMC’s
$4.02 per common unit price significantly undervalues the Company, the major conflicts pervading the insider-led deal and leading to a
flawed process, and MMLP’s bright future prospects in remaining as a publicly traded MLP.
Nut Tree and Caspian encourage all MMLP unitholders to review the presentation
which can be viewed here and is also available at www.ProtectMMLPValue.com.
Advisors
Olshan Frome Wolosky LLP and Latham & Watkins LLP are serving as legal counsel to Nut Tree and Caspian.
About Caspian Capital LP
Caspian Capital LP's absolute return strategy was founded in 1997 and is focused on performing, stressed, distressed corporate credit,
and value equities. Caspian currently oversees $4.6 billion in assets under management.
About Nut Tree Capital Management LP
Nut Tree Capital, founded in 2015, implements a fundamentals-based strategy focused on distressed credit, stressed/event-driven credit
and value equities. Nut Tree currently oversees $4 billion in assets.
Contacts
For Investors:
John Ferguson/Joe Mills
Saratoga Proxy Consulting LLC
(212) 257-1311/ (888) 368-0379
info@saratogaproxy.com
For Media:
Jonathan Gasthalter/Nathaniel Garnick
Gasthalter & Co.
(212) 257-4170
Item 2: Also on December
10, 2024, Nut Tree and Caspian posted the following material to www.protectMMLPvalue.com:
Martin Midstream Partners (NASDAQ:MMLP)
過去 株価チャート
から 11 2024 まで 12 2024
Martin Midstream Partners (NASDAQ:MMLP)
過去 株価チャート
から 12 2023 まで 12 2024