Correspondence 0001193125-24-266531 from MARTIN MIDSTREAM PARTNERS L.P. (MMLP)
MARTIN MIDSTREAM PARTNERS L.P.
Date: Nov. 27, 2024 · CIK: 0001176334 · Accession: 0001193125-24-266531
AI Filing Summary & Sentiment
File numbers found in text: 000-50056
Referenced dates: November 25, 2024
Letter
VIA EDGAR Securities and Exchange Commission Division of Corporation Finance Attention: Brian Soares, Special Counsel Schedule 13E-3/A filed November 21, 2024 File No. 005-80397 Revised Preliminary Proxy Statement on Schedule 14A filed November 21, 2024 File No. 000-50056
Dear Mr. Soares and Mr. Hindin:
This letter sets forth the responses of Martin Midstream Partners L.P. (the “Partnership,” “we,” “our” and “us”) and the other filing persons named in the above-referenced Schedule 13E-3/A (the “Schedule 13E-3”) to the comments set forth in the comment letter of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated November 25, 2024 (the “Comment Letter”) relating to the Schedule 13E-3/A and the revised preliminary proxy statement on Schedule 14A incorporated by reference thereto as Exhibit (a)(1) (the “Preliminary Proxy Statement”).
To assist your review, set forth below in bold is the comment of the Staff contained in the Comment Letter and immediately below the comment is the response of the Partnership with respect thereto.
Schedule 13E-3/A and Revised Preliminary Proxy Statement on Schedule 14A, each filed November 21, 2024
General
1. We note your response to prior comment 1. We disagree with your apparent conclusion that the actions of the Parent Group Support Entities, Mr. Martin, and Senterfitt outlined in our prior comment 1 were either addressed in their respective then-existing Schedule 13D disclosures or did not constitute a material change to the disclosures then in effect. Please be advised that amendments to Schedule 13D are regulated under Section 13(d)(2) of the Exchange Act and corresponding Rule 13d-2(a). Consequently, disclosure regarding a plan or proposal under Item 4 of Schedule 13D may need to be made in advance of the submission of a proposal to acquire securities of an issuer. Generic disclosure of the type included in the Schedules 13D or reserving the right to engage in any of the kinds of transactions identified in Item 4(a)-(j) of Schedule 13D must be amended to the extent the facts previously reported have materially changed. Refer to Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting Compliance and Disclosure Interpretations at Question 110.06.
Response: The Partnership acknowledges the Staff’s comment. The Partnership advises the Staff that future beneficial ownership filings by the filing persons will be timely made in accordance with the deadlines set forth in the federal securities laws, including any amendments to the above-referenced Schedules 13D made pursuant to Section 13(d)(2) of the Exchange Act and corresponding Rule 13d-2(a).
* * *
We appreciate your attention to this matter and hope the foregoing answer is responsive to your comment. Please direct any questions or comments regarding this correspondence to the undersigned or to our counsel, Preston Bernhisel of Baker Botts L.L.P. at (214) 953-6783.
Very truly yours,
Martin Midstream Partners L.P.
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CORRESP 1 filename1.htm CORRESP Martin Midstream Partners L.P. 4200 B Stone Road Kilgore, Texas 75662 November 27, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, D.C. 20549 Attention: Brian Soares, Special Counsel Perry Hindin, Special Counsel Re: Martin Midstream Partners L.P. Schedule 13E-3/A filed November 21, 2024 File No. 005-80397 Revised Preliminary Proxy Statement on Schedule 14A filed November 21, 2024 File No. 000-50056 Dear Mr. Soares and Mr. Hindin: This letter sets forth the responses of Martin Midstream Partners L.P. (the “Partnership,” “we,” “our” and “us”) and the other filing persons named in the above-referenced Schedule 13E-3/A (the “Schedule 13E-3”) to the comments set forth in the comment letter of the Staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) dated November 25, 2024 (the “Comment Letter”) relating to the Schedule 13E-3/A and the revised preliminary proxy statement on Schedule 14A incorporated by reference thereto as Exhibit (a)(1) (the “Preliminary Proxy Statement”). To assist your review, set forth below in bold is the comment of the Staff contained in the Comment Letter and immediately below the comment is the response of the Partnership with respect thereto. Schedule 13E-3/A and Revised Preliminary Proxy Statement on Schedule 14A, each filed November 21, 2024 General 1. We note your response to prior comment 1. We disagree with your apparent conclusion that the actions of the Parent Group Support Entities, Mr. Martin, and Senterfitt outlined in our prior comment 1 were either addressed in their respective then-existing Schedule 13D disclosures or did not constitute a material change to the disclosures then in effect. Please be advised that amendments to Schedule 13D are regulated under Section 13(d)(2) of the Exchange Act and corresponding Rule 13d-2(a). Consequently, disclosure regarding a plan or proposal under Item 4 of Schedule 13D may need to be made in advance of the submission of a proposal to acquire securities of an issuer. Generic disclosure of the type included in the Schedules 13D or reserving the right to engage in any of the kinds of transactions identified in Item 4(a)-(j) of Schedule 13D must be amended to the extent the facts previously reported have materially changed. Refer to Exchange Act Sections 13(d) and 13(g) and Regulation 13D-G Beneficial Ownership Reporting Compliance and Disclosure Interpretations at Question 110.06. 1 Response: The Partnership acknowledges the Staff’s comment. The Partnership advises the Staff that future beneficial ownership filings by the filing persons will be timely made in accordance with the deadlines set forth in the federal securities laws, including any amendments to the above-referenced Schedules 13D made pursuant to Section 13(d)(2) of the Exchange Act and corresponding Rule 13d-2(a). * * * 2 We appreciate your attention to this matter and hope the foregoing answer is responsive to your comment. Please direct any questions or comments regarding this correspondence to the undersigned or to our counsel, Preston Bernhisel of Baker Botts L.L.P. at (214) 953-6783. Very truly yours, Martin Midstream Partners L.P. By: /s/ Robert D. Bondurant Name: Robert D. Bondurant Title: President and Chief Executive Officer cc: Sharon L. Taylor, Martin Midstream Partners L.P. Chris H. Booth, Martin Midstream Partners L.P. Preston Bernhisel, Baker Botts L.L.P. 3