Martin Midstream Partners L.P. announced that it has commenced cash tender offers to purchase (i) any and all of the approximately $53.7 million outstanding aggregate principal amount of the 10.00% senior secured 1.5 lien notes due 2024 (the “2024 Notes”) issued by MMLP and its wholly owned subsidiary, Martin Midstream Finance Corp. (together with MMLP, the “Issuers”), and (ii) any and all of the approximately $291.4 million outstanding aggregate principal amount of the Issuers' 11.50% senior secured second lien notes due 2025 (the “2025 Notes” and, together with the 2024 Notes, the “Existing Notes”), with a portion of the net proceeds from the Issuers' concurrent private placement of $400 million in aggregate principal amount of senior secured second lien notes due 2028 (the “NewNotes”), which was also announced by MMLP. The tender offers are being made pursuant to an offer to purchase and related notice of guaranteed delivery, each dated as of January 30, 2023.

The tender offers will expire at 5:00 p.m., New York City time, on February 3, 2023 (as such time and date may be extended, the “expiration time”). Tendered Notes may be withdrawn at any time before the expiration time. Under the terms of the tender offers, holders of the Notes that are validly tendered and accepted at or prior to the expiration time, or holders who deliver to the depository and information agent a properly completed and duly executed notice of guaranteed delivery and subsequently deliver such Notes, each in accordance with the instructions described in the offer to purchase, will receive total cash consideration of $1,015.50 per $1,000 principal amount of 2024 Notes and $1,006.90 per $1,000 principal amount of 2025 Notes, plus an amount equal to any accrued and unpaid interest up to, but not including, the settlement date, which is expected to be February 8, 2023, subject to satisfaction of the Financing Condition described below.

The tender offers are contingent upon the satisfaction of certain conditions, including the condition that the Issuers shall have raised at least $400 million in gross proceeds from the offering of the NewNotes on or prior to the settlement date (the “Financing Condition”). The tender offers are not conditioned on any minimum amount of Notes being tendered. MMLP may amend, extend or terminate either or both tender offers in its sole discretion.

To the extent any Notes remain outstanding after the consummation of the tender offers, the Issuers will exercise their optional redemption rights with respect to any outstanding Notes and satisfy and discharge each indenture governing the Notes (the “Indentures”), as applicable, on the settlement date, in accordance with the terms of the Indentures. Neither this statement nor the tender offers constitute a notice of redemption under the provisions of the Indentures.