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): March 16, 2010
MARTIN MIDSTREAM PARTNERS L.P.
(Exact name of Registrant as specified in its charter)
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DELAWARE
(State of incorporation
or organization)
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000-50056
(Commission file
number)
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05-0527861
(I.R.S. employer identification
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| 4200 STONE ROAD |
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KILGORE, TEXAS
(Address of principal executive offices)
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75662
(Zip code) |
Registrant’s 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 7.01. |
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Regulation FD Disclosure. |
Sixth Amendment to Credit Agreement
Concurrent with, and contingent upon, the closing of the Offering (as defined below), Martin
Midstream Partners L.P. (the “Partnership”) will enter into a Sixth Amendment (the
“Sixth Amendment”) to the Second Amended and Restated Credit Agreement (the “Credit
Agreement”), among Martin Operating Partnership L.P., a wholly-owned subsidiary of the
Partnership, as borrower, the Partnership and certain of its subsidiaries, as guarantors, the
financial institutions parties thereto, as lenders, Royal Bank of Canada, as administrative agent
and collateral agent, and the various other agents and parties thereto. The closing of the Sixth
Amendment is subject to customary closing conditions and the closing of the Offering. Upon the
effectiveness of the Offering and the concurrent closing of the Sixth Amendment, the Sixth
Amendment will modify the Credit Agreement to, among other things, (1) decrease the size of the
Partnership’s aggregate facility from $350 million to $275 million, (2) convert all term loans to
revolving loans as of closing date, (3) extend the maturity date of amounts outstanding under the
Credit Agreement from November 9, 2012 to March 15, 2013, (4) permit the Partnership to invest up
to $40 million in its joint ventures, (5) eliminate the covenant that limits the Partnership’s
ability to engage in capital expenditures, (6) decrease the applicable interest rate margin on
committed revolver loans under the Credit Agreement as described in more detail below, (7) limit
the Partnership’s ability to make future acquisitions and (8) adjust the financial covenants as
described in more detail below.
Amounts outstanding under the Credit Agreement bear interest at either LIBOR plus an
applicable margin or the base rate plus an applicable margin, and the applicable margin is
determined by the Partnership’s leverage ratio. After giving effect to the Sixth Amendment, the
applicable margin for LIBOR loans and letters of credit will range from 3.00% to 4.25% (currently
4.50%) and the applicable margin for base rate loans will range from 2.00% to 3.25% (currently
3.50%). The Partnership also incurs a commitment fee on the unused portion of the revolving loan
facility portion of the Credit Agreement, which will remain unchanged.
The Credit Agreement, as amended by the Sixth Amendment, will contain financial covenants
that, among other things, will require the Partnership to maintain specified ratios of: (i) EBITDA
(as defined in the Credit Agreement) to interest charges (as described in the Credit Agreement) of
not less than 3.0 to 1.0 at the end of each fiscal quarter, (ii) total funded debt to EBITDA of not
more than 4.50 to 1.00 at the end of each fiscal quarter and (iii) total secured debt to EBITDA of
not more than 2.75 to 1.00 at the end of each fiscal quarter.
All other material terms of the Credit Agreement remain the same as disclosed in the
Partnership’s filings with the Securities and Exchange Commission.
Press Release Announcing $200 Million Senior Unsecured Notes Offering
On March 16, 2010, the Partnership issued a press release announcing that the Partnership and
its wholly-owned subsidiary, Martin Midstream Finance Corp., intend to