MMLP Martin Midstream Partners LP

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13E-3

RULE 13e-3 TRANSACTION STATEMENT UNDER SECTION 13(e)

OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 3)

Martin Midstream Partners L.P.

(Name of the Issuer)

MARTIN MIDSTREAM PARTNERS L.P.

MARTIN RESOURCE MANAGEMENT CORPORATION

MMGP HOLDINGS LLC

MARTIN MIDSTREAM GP LLC

MRMC MERGER SUB LLC

MARTIN RESOURCE LLC

CROSS OIL REFINING & MARKETING, INC.

MARTIN PRODUCT SALES LLC

SENTERFITT HOLDINGS INC.

RUBEN S. MARTIN, III

ROBERT D. BONDURANT

(Name of Persons Filing Statement)

COMMON UNITS

REPRESENTING LIMITED PARTNER INTERESTS

(Title of Class of Securities)

573331105

(CUSIP Number of Class of Securities)

(Name, Address, and Telephone Numbers of Person Authorized to Receive Notices and Communications on Behalf of the Persons Filing Statement)

With copies to:

M. Preston Bernhisel

Baker Botts L.L.P.

2001 Ross Street, Suite 900

Dallas, Texas 75201

Telephone: (214) 953-6500

This statement is filed in connection with (check the appropriate box):

Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: ☐

Check the following box if the filing is a final amendment reporting the results of the transaction: ☒

INTRODUCTION

This Amendment No. 3 (this “Final Amendment”) to the Rule 13e-3 Transaction Statement on Schedule 13E-3, together with the exhibits hereto, is being filed with the Securities and Exchange Commission (the “SEC”) by (i) Martin Midstream Partners L.P., a Delaware limited partnership (the “Partnership”), (ii) Martin Resource Management Corporation, a Texas corporation (“Parent”), (iii) MMGP Holdings LLC, a Delaware limited liability company (“Holdings”), (iv) Martin Midstream GP LLC, a Delaware limited liability company (the “General Partner”), (v) MRMC Merger Sub LLC, a Delaware limited liability company (“Merger Sub”), (vi) Martin Resource LLC, a Delaware limited liability company (“Resource”), (vii) Cross Oil Refining & Marketing, Inc., a Delaware corporation (“Cross”), (viii) Martin Product Sales LLC, a Texas limited liability company (“Martin Product”), (ix) Senterfitt Holdings Inc., a Texas corporation (“Senterfitt”), (x) Ruben S. Martin, III and (xi) Robert D. Bondurant. Collectively, the persons filing this Final Amendment are referred to as the “filing persons” and the filing persons other than the Partnership are referred to as the “Buyer Filing Parties.”

This Final Amendment relates to the Agreement and Plan of Merger, dated as of October 3, 2024, by and among Parent, Merger Sub, a wholly owned subsidiary of Parent, the General Partner, which is the general partner of the Partnership, and the Partnership (the “Merger Agreement”).

ITEM 15. ADDITIONAL INFORMATION

Regulation M-A Item 1011

Item 15 is hereby amended and supplemented by adding the following language:

(c) Other Material Information.

On December 26, 2024, Parent and the Partnership (with the approval of the Conflicts Committee of the Board of Directors of the General Partner) entered into a termination agreement, pursuant to which the Merger Agreement was terminated. As a result, the Merger Agreement will be of no further force and effect, and the Support Agreements (as defined in the Merger Agreement) terminated in accordance with their terms.

By filing this Final Amendment, the filing persons hereby withdraw the previously filed Schedule 13E-3 that was filed with the SEC on October 25, 2024, Amendment No. 1 to Schedule 13E-3 that was filed with the SEC on November 21, 2024, and Amendment No. 2 to Schedule 13E-3 that was filed with the SEC on November 27, 2024.

ITEM 16. EXHIBITS

Regulation M-A, Item 1016

Item 16 is hereby amended and supplemented by adding the following exhibit:

SIGNATURES

After due inquiry and to the best of each of the undersigned’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Exhibit (d)(6)

December 26, 2024

Via Email

Martin Midstream Partners L.P.

4200 B Stone Road

Kilgore, Texas 75662

Attention: Robert D. Bondurant

Email: bob.bondurant@martinmlp.com

C/O Munsch Hardt Kopf & Harr, P.C.

500 N. Akard Street, Suite 4000

Dallas, Texas 75201

Attention: A. Michael Hainsfurther

Email: mhainsfurther@munsch.com

RE: Termination of the Agreement and Plan of Merger, dated as of October 3, 2024 (the “Merger Agreement”), by and among Martin Resource Management Corporation (“MRMC”), Martin Midstream Partners L.P. (“MMLP”), MRMC Merger Sub LLC (“Merger Sub”) and Martin Midstream GP LLC

Dear Mr. Bondurant,

MRMC, on behalf of itself and Merger Sub, hereby requests to terminate the Merger Agreement pursuant to Section 8.1(a) of the Merger Agreement on the terms and conditions set forth in this Letter Agreement (this “Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Merger Agreement.

(a) all rights and obligations between the Parties under the Merger Agreement are forever and irrevocably terminated and extinguished, and no Party shall have any further rights, obligations or liabilities under or in connection with the Merger Agreement; and

(b) each Party hereby waives and releases the other Party from any and all claims, demands, legal proceedings or actions that may exist, arise or be threatened currently or in the future at any time following the Effective Date, whether or not of a type contemplated by either Party, and whether based on federal, state, local, statutory or common law or any other applicable law, and any and all losses, liabilities, damages, costs, judgments, settlements and expenses, including interest and penalties with respect thereto and reasonable attorneys’ and accountants’ fees and expenses, in each case, arising from or in connection with the Merger Agreement or termination thereof.

(a) This Agreement constitutes the entire agreement between the Parties, and includes all promises, express or implied, and supersedes all other prior agreements, written or oral, between the Parties relating to the subject matter hereof.

(b) The provisions of Sections 8.2, 9.2, 9.5, 9.7, 9.9 and 9.10 of the Merger Agreement shall apply to this Agreement as if incorporated herein mutatis mutandis on the basis that references therein to the Merger Agreement are to this Agreement.

(c) Except as expressly contemplated by this Agreement, nothing in this Agreement shall entitle any party other than the Parties to any claim, cause of action, remedy or right of any kind.

(d) This Agreement shall be binding upon and shall inure to the benefit of both Parties and their permitted successors and assigns.

If MMLP acknowledges and agrees to the termination of the Merger Agreement on the terms and conditions set out in this Agreement, please sign and return to us a countersigned copy of this letter.

[Remainder of page intentionally left blank.]

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cc:

Baker Botts L.L.P.

2001 Ross Street, Suite 900

Dallas, Texas 75201

Attention: Preston Bernhisel

Email: preston.bernhisel@bakerbotts.com

[Signature Page to Letter Agreement]

[Signature Page to Letter Agreement]