MARTIN MIDSTREAM PARTNERS L.P. Item 1.01 Entry into a Material Definitive Agreement.
On
Upon satisfaction of certain conditions therein, including the issuance of the
New Notes (as defined below), the Amendment and Restatement Agreement will be
effective to amend and restate the Third Amended and Restated Credit Agreement,
dated as of
The Amended Credit Agreement will permit the
The proceeds of the loans under the Amended Credit Agreement will be used for ongoing working capital needs and general partnership purposes, including to finance permitted investments, acquisitions and capital expenditures and to pay fees and expenditures in connection with the Amended Credit Agreement.
The Amended Credit Agreement will be guaranteed by the Partnership and
substantially all of its subsidiaries, other than
All amounts outstanding under the Amended Credit Agreement may be repaid at any
time without premium or penalty (other than customary breakage costs associated
with Term SOFR (as defined in the Amended Credit Agreement)), subject to certain
notice requirements. The Amended Credit Agreement requires mandatory prepayments
of amounts outstanding thereunder with excess cash that exceeds
Borrowings under the Amended Credit Agreement bear interest, at the
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Term
SOFR
Base Rate Loans
Rate and Letters
Leverage Ratio Loans of Credit
Less than 3.00 to 1.00 1.75 % 2.75 %Greater than or equal to 3.00 to 1.00 and less than 3.50 to 1.00
2.00 % 3.00 %
Greater than or equal to 3.50 to 1.00 and less than 4.00 to 1.00
2.25 % 3.25 %
Greater than or equal to 4.00 to 1.00 and less than 4.50 to 1.00
2.50 % 3.50 %
Greater than or equal to 4.50 2.75 % 3.75 %
The Amended Credit Agreement will include financial covenants that are tested on a quarterly basis, based on the rolling four quarter period that ends on the last day of each fiscal quarter, that require maintenance of:
• a minimum Interest Coverage Ratio (as defined in the Amended Credit
Agreement) of at least 2.00:1.00;
• a maximum Total Leverage Ratio of not more than 4.75:1.00, stepping down
to 4.50:1.00 on March 31, 2025 ; and
• a maximum First Lien Leverage Ratio (as defined in the Amended Credit
Agreement) of not more than 1.50:1.00.
In addition, the Amended Credit Agreement will contain various covenants, which,
among other things, limit the ability of the Partnership and its restricted
subsidiaries to: (i) grant or assume liens; (ii) make investments (including
investments in joint ventures) and acquisitions; (iii) enter into certain types
of hedging agreements; (iv) incur or assume indebtedness; (v) sell, transfer,
assign or convey assets; (vi) repurchase equity, make distributions (including a
limit on their ability to make quarterly distributions to unitholders in excess
of
The Amended Credit Agreement will contain customary events of default, including, without limitation: (i) failure to pay any principal, interest, fees, expenses or other amounts when due; (ii) failure to meet the quarterly financial covenants; (iii) failure to observe any other agreement, obligation, or covenant . . .
Item 2.03 Creation of a Direct Financial Obligation or an Obligation Under an
Off-Balance Sheet Arrangement of a Registrant.
The information set forth above in Item 1.01 regarding the Amended Credit Agreement is incorporated by reference into this Item 2.03.
Item 8.01 Other Events.
On
Also on
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This Current Report on Form 8-K does not constitute a notice of redemption under the Indentures, nor an offer to tender for, or purchase, any Existing Notes or any other security, nor does it constitute an offer to sell or the solicitation of an offer to buy the New Notes.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits. Exhibit No. Description 10.1* Amendment and Restatement Agreement, dated as ofJanuary 30, 2023 , by and amongMartin Operating Partnership L.P. , as borrower,Martin Midstream Partners L.P. , as guarantor, the other guarantors party thereto, the financial institutions party thereto as lenders, Royal Bank of Canada, as administrative agent and collateral agent, andWells Fargo Bank, N.A. , as syndication agent and L/C Issuer. 99.1 Press Release, datedJanuary 30, 2023 , announcing the Amended Credit Agreement. 99.2 Press Release, datedJanuary 30, 2023 , announcing the Offering. 99.3 Press Release, datedJanuary 30, 2023 , announcing the Tender Offers. 104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) * This filing excludes certain schedules and exhibits pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish supplementally to theSecurities and Exchange Commission upon request by the Commission; provided, however, that the registrant may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules or exhibits so furnished. 2
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