SEC Comment Letter for MARTIN MIDSTREAM PARTNERS L.P. (MMLP) (CIK 0001176334) (MMLP) — May 1, 2013
MARTIN MIDSTREAM PARTNERS L.P. (MMLP) (CIK 0001176334)
Date: May 1, 2013 · CIK: 0001176334 · Accession: 0000000000-13-023796
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File numbers found in text: 333-187825
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May 1 , 2013
Via E -mail
Robert Bondurant
Executive Vice President and Financial Officer
Martin Midstream Partners L.P.
4200 Stone Road
Kilgore, Texas 75662
Re: Martin Midstream Partners L .P.
Martin Midstream Finance Corp.
Registration Statement on Form S -4
Filed April 10 , 2013
File No . 333-187825
Dear Mr. Bondurant :
We have limited our review of your registration statement to those issues we have
addressed in our comments. In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.
Please respond to this letter by amending your registration statement and providing the
requested information . Where you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Registration Statement on Form S -4
General
1. On April 23, 2013, we issued comments related to your confidential treatment request
filed March 5, 2013. W e will not be in a position to consider a request to accelerate the
effectiveness of your registration statement until all outstanding issues , including
comments on your pending confidential treatment request , have been resolved .
Mr. Robert Bondurant
Martin Midstr eam Partners L.P.
May 1, 2013
Page 2
Closing Comments
We urge all persons who are responsible for the accuracy an d adequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Act of 193 3 and
all applicable Securities Act rules require. Since the company and its management are in
possession of all facts relating to a company’s disclosure, they are responsible for the accuracy
and adequacy of the disclosures they have made.
Notwithstanding our comments, in the event you request acceleration of the effective date
of the pending registration statement please provide a written statement from the company
acknowledging that:
should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action with respect
to the filing;
the a ction of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments and the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Please contact Caroline Kim, Attorney -Advisor , at (202) 551 -3878 or , in her absence,
Timothy Levenberg, Special Counsel, at (202) 551 -3707 with any questions.
Sincerely,
/s/H. Roger Schwall
H. Roger Schwall
Assistant Director
CC: David F. Taylor
Locke Lord LLP