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Item 1A. Risk Factors

2020-08-07 compared with 2020-05-11 · 36 added, 11 removed, 83 unchanged (36% of the section changed)

The reduction in demand for refined products resulting from measures taken to prevent the spread of the COVID-19 virus has and is likely to continue to adversely affect our results of operations, cash flows and financial condition for an indeterminate amount of time.

The markets have experienced a decline in oil prices in response to oil demand concerns due to the economic impacts of the COVID-19 pandemic, greatly impacting the demand for refined products resulting in a significant reduction in refinery utilization.

As demand for our services and products decline, we could experience a reduction in the utilization of our assets.

The continued spread of COVID-19 or a similar pandemic could result in further instability in the markets and decreases in commodity prices resulting in further adverse impacts on our results of operations, cash flows, and financial condition.

In addition, the continued spread of the COVID-19 virus, or similar pandemic, and the continuation of the measures to try to contain the virus, such as travel bans and restrictions, quarantines, shelter in place orders, and shutdowns, may further impact our workforce and operations, the operations of our customers, and those of our vendors and suppliers.

There is considerable uncertainty regarding such measures and potential future measures, which would have a material adverse effect on our results of operations, cash flows, and financial condition.

Except as stated below, there have been no material changes to the Partnership's risk factors since our Annual Report on Form 10-K for the year ended December 31, 2019, filed with the SEC on February 14, 2020, as updated and supplemented in Part II, Item 1A of our Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020.

The Exchange Offer and Consent Solicitation may not be consummated.

If the Exchange Offer is unsuccessful, we will file for bankruptcy.

Our ability to consummate the Exchange Offer is conditioned on the satisfaction or, where possible, waiver of the conditions set forth in the Offering Memorandum for the Exchange Offer.

Although we satisfied the Minimum Tender Condition, there is no assurance that such other conditions will be satisfied.

In the event that we are unable to consummate the Exchange Offer, we will file for bankruptcy.

Bankruptcy, whether or not voluntary, would trigger an automatic default under our revolving credit facility and the indenture governing our 2021 Notes.

In the event the Restructuring Support Agreement is terminated, our debtholders could, after receiving appropriate relief from the bankruptcy court, foreclose on the collateral under these agreements.

An automatic default under our revolving credit facility or indenture governing our 2021 Notes or the termination of the Restructuring Support Agreement would have a material negative effect on our business, ongoing operations and reputation.

In a foreclosure, there may be insufficient collateral to satisfy claims of our unsecured creditors.

Moreover, the bankruptcy court could, upon a showing of cause, convert a chapter 11 reorganization into a chapter 7 liquidation, which would likely result in significantly smaller distributions to our creditors.

The Plan may have a material adverse effect on our operations.

In the event that we are unable to consummate the Exchange Offer, we believe that Chapter 11 Cases filed with the vote of more than 50% in number of holders of the 2021 Notes that cast ballots with respect to the Plan (the "Requisite Acceptance Vote") could be resolved expeditiously with minimal disruption to our business.

Indeed, upon a commencement of the Chapter 11 Cases, we would attempt to convey the benefits of the Plan and the Chapter 11 Cases to our existing and potential customers, employees, creditors, equityholders and other stakeholders.

If the Chapter 11 Cases are necessary, we believe that consummation of the Plan would improve our consolidated balance sheet and capital structure by extending the maturity of certain of our debt, and minimizing the business disruptions and potential customer defections by limiting uncertainty as to our viability as a going concern and the period of time during which the we are subject to such uncertainty.

However, our solicitation of votes to accept the Plan (the "Plan Solicitation") and any subsequent commencement of Chapter 11 Cases could adversely affect the relationships between us and our existing and potential customers, employees, creditors and other stakeholders and subject us to other direct and indirect adverse consequences.

• customers may decrease or eliminate business with us;

• employees could be distracted from performance of their duties, or more easily attracted to other career opportunities;

• it may become more difficult to retain, attract or replace key employees;

• vendors and suppliers could restrict or eliminate trade credit;

• certain of our suppliers may demand deposits or other security;

• if we were not able to confirm and implement a plan of reorganization, we may be forced to liquidate under Chapter 7 of the Bankruptcy Code.

In addition, these factors could adversely affect our ability to obtain confirmation of the Plan.

The information required by this Item 6 is set forth in the Index to Exhibits accompanying this quarterly report and is incorporated herein by reference.

INDEX TO EXHIBITS

Number Exhibit Name

3.1 Certificate of Limited Partnership of Martin Midstream Partners L.P.

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000-50056), filed October 29, 2014, and incorporated herein by reference).

Tenth Amendment to Third Amended and Restated Credit Agreement, executed as of March 2, 2020, by and among Martin Operating Partnership L.P., a ‎Delaware limited partnership, as borrower, Martin Midstream ‎Partners L.P., a Delaware limited partnership, the other Loan Parties party t‎hereto, the Lenders party thereto, and Royal Bank Of Canada, as ‎administrative agent and collateral agent for the Lenders and as an ‎L/C Issuer and a Lender (filed as Exhibit 10.1 to the Partnership's Current Report on Form 8-K (SEC File No.

000-50056), filed March 6, 2020, and incorporated herein by reference).‎

10.1 Restructuring Support Agreement, dated as of June 25, 2020, among Martin Midstream Partners L.P., Martin Midstream GP LLC, Martin Midstream Finance Corp., Martin Operating GP LLC, Martin Operating Partnership L.P., Martin Transport, Inc., Redbird Gas Storage LLC, Talen’s Marine & Fuel, LLC, and certain consenting noteholders of the Partnership’s 7.25% senior unsecured notes due 2021 (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed June 26, 2020, and incorporated herein by reference).

10.2 Eleventh Amendment to Third Amended and Restated Credit Agreement, executed as of July 8, 2020, by and among Martin Operating Partnership L.P., a Delaware limited partnership, as borrower, Martin Midstream Partners L.P., a Delaware limited partnership, the other Loan Parties party thereto, the Lenders party thereto, and Royal Bank of Canada, as administrative agent and collateral agent for the Lenders and as an L/C Issuer and a Lender (filed as Exhibit 10.1 to the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed July 9, 2020, and incorporated herein by reference).

10.3** Backstop Agreement, dated as of July 9, 2020, among Martin Midstream Partners L.P., Martin Midstream Finance Corp., the other Credit Parties party thereto, and the backstop parties party thereto (filed as Exhibit 10.2 to the Partnership’s Current Report on Form 8-K (SEC File No.

000-50056), filed July 9, 2020, and incorporated herein by reference).

31.1* Certifications of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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Pursuant to SEC Release 34-47551, this Exhibit is furnished to the SEC and shall not be deemed to be "filed."

Interactive Data:

the following financial information from Martin Midstream Partners L.P.’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2020, formatted in Extensible Business Reporting Language:

101 Inline Interactive Data:

the following financial information from Martin Midstream Partners L.P.’s Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2020, formatted in Extensible Business Reporting Language:

(1) the Consolidated and Condensed Balance Sheets;

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and (5) the Notes to Consolidated and Condensed Financial Statements.

104 Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document (contained in Exhibit 101).

* Filed or furnished herewith

** Schedules omitted pursuant to Item 601(a)(5) of Regulation S-K.

A copy of any omitted schedule will be furnished supplementally to the Securities and Exchange Commission upon request.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.

2 unchanged sentences

Its General Partner

August 7, 2020 By:

/s/ Robert D.

1 unchanged sentence

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1A. Risk Factors