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Registration No. 333- | ||||
Registration No. 333- |
MARTIN OPERATING PARTNERSHIP L.P.
Delaware | 05-0527861 | |
Delaware | 76-0712100 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
Kilgore, Texas 75662
(903) 983-6200
(Address, including zip code, and telephone number,
including area code, of registrants’ principal executive offices)
Ruben S. Martin
Martin Midstream Partners L.P.
4200 Stone Road
Kilgore, Texas 75662
(903) 983-6200
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Neel Lemon
Baker Botts L.L.P.
2001 Ross Avenue
600 Trammell Crow Center
Dallas, Texas 75201-2980
Telephone: (214) 953-6500
Facsimile: (214) 953-6503
Proposed | ||||||||
maximum | ||||||||
aggregate | Amount of | |||||||
Title of each class of | offering price | registration fee | ||||||
securities to be registered | (1)(2)(3) | (3) | ||||||
Common Units representing limited partner interests(4) | ||||||||
Debt Securities of Martin Midstream Partners L.P. (4)(5)(6) | ||||||||
Debt Securities of Martin Operating Partnership L.P.(4)(5)(6) | ||||||||
Guarantees of Debt Securities(4)(5)(6) | ||||||||
Total | $400,000,000 | $12,280 | ||||||
(1) | Rule 457(a) permits the registration fee to be calculated on the basis of the maximum offering price of all the securities listed and, therefore, with respect to the securities offered by the registrants, the table does not specify by each class information as to the amount to be registered or the proposed maximum offering price per security. In no event will the aggregate initial offering price of all securities offered from time to time pursuant to this Registration Statement exceed $400,000,000. To the extent applicable, the aggregate amount of common units registered is further limited to that which is permissible under Rule 415(a)(4) under the Securities Act. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. | |
(2) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o). | |
(3) | In accordance with Rule 429 under the Securities Act of 1933, the Prospectus included herein is a combined prospectus which also relates to the Registration Statement on Form S-3, File Nos. 333-117023 and 333-117023-1 (the “Prior Registration Statement”) filed by Martin Midstream Partners L.P. and Martin Operating Partnership L.P. This Registration Statement, which is a new Registration Statement, also constitutes the first post-effective amendment to the Prior Registration Statement. Such post-effective amendment shall hereafter become effective concurrently with the effectiveness of this Registration Statement in accordance with Section 8-A of the Securities Act of 1933. The amount of securities eligible to be sold under the Prior Registration Statement ($4,300,000) shall be carried forward to this Registration Statement. The amount of the registration fee associated with such securities that was previously paid with the Prior Registration Statement was $25,340 of which $544.81 is remaining, which amount will be used to offset the $12,280 that is to be paid in connection with this registration statement. | |
(4) | Subject to notes (1) and (3) above, there are being registered hereunder a presently indeterminate number of common units and an indeterminate principal amount of debt securities and guarantees of debt securities. | |
(5) | If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such amount as shall result in an aggregate initial offering price not to exceed $400,000,000 less the dollar amount of any registered securities previously issued. | |
(6) | Martin Midstream Partners L.P. will fully, irrevocably and unconditionally guarantee on an unsecured basis the debt securities of Martin Operating Partnership L.P. If a series of debt securities of Martin Midstream Partners L.P. is guaranteed, Martin Operating Partnership L.P. will fully, irrevocably and unconditionally guarantee on an unsecured basis the debt securities of Martin Midstream Partners L.P. Pursuant to Rule 457(n) no separate fee is payable with respect to the guarantees of the debt securities being registered. |
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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting any offer to buy these securities in any state where the offer or sale is not permitted.
DEBT SECURITIES
• | Common units representing limited partner interests in Martin Midstream Partners L.P.; | ||
• | Debt securities of Martin Midstream Partners L.P.; and | ||
• | Debt securities of Martin Operating Partnership L.P. |
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• | Terminalling and storage services for petroleum products and by-products | ||
• | Natural gas services | ||
• | Marine transportation services for petroleum products and by-products | ||
• | Sulfur gathering, processing and distribution | ||
• | Fertilizer manufacturing and distribution |
• | Terminalling and Storage. We own or operate 17 marine terminal facilities and four inland terminal facilities located in the United States Gulf Coast region that provide storage and handling services for producers and suppliers of petroleum products and by-products, lubricants and other liquids. We also provide land rental to oil and gas companies along with storage and handling services for lubricants and fuel oil. |
• | Natural Gas Services. We have ownership interests in over 500 miles of natural gas gathering pipelines located in the natural gas producing regions of Central and East Texas, Northwest Louisiana, the Texas |
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Gulf Coast and offshore Texas and federal waters in the Gulf of Mexico as well as 210 million cubic feet per day (“MMcfd”) of natural gas processing capacity in East Texas which is currently being expanded to 280 MMcfd. In addition, we distribute natural gas liquids (“NGLs”). We purchase NGLs primarily from natural gas processors. We store NGLs in our supply and storage facilities for resale to propane retailers, refineries and industrial NGL users in Texas and the Southeastern United States. We own three NGL supply and storage facilities with an aggregate above ground storage capacity of approximately 132,000 gallons and we lease approximately 72 million gallons of underground storage capacity for NGLs. | |||
• | Marine Transportation.We own a fleet of 37 inland marine tank barges, 16 inland push boats and four offshore tug barge units that transport petroleum products and by-products primarily in the United States Gulf Coast region. We provide these transportation services on a fee basis primarily under annual contracts. In addition, our marine segment manages our sulfur segment’s marine assets. | ||
• | Sulfur. We gather, process and distribute sulfur predominately produced by oil refineries primarily located in the United States Gulf Coast region. We process molten sulfur into prilled, or pelletized, sulfur under both fee-based volume contracts and buy/sell contracts at our facilities in Port of Stockton, California and our Neches terminal in Beaumont, Texas. | ||
• | Fertilizer. We own and operate six fertilizer production plants and one emulsified sulfur blending plant that manufacture primarily sulfur-based fertilizer products for wholesale distributors and industrial users. These plants are located in Illinois, Texas and Utah. |
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• | the costs of acquisitions, if any; | ||
• | the prices of petroleum products and by-products; | ||
• | fluctuations in our working capital; | ||
• | the level of capital expenditures we make; | ||
• | restrictions contained in our debt instruments and our debt service requirements; | ||
• | our ability to make working capital borrowings under our credit facility; and | ||
• | the amount, if any, of cash reserves established by our general partner in its discretion. |
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• | accidents on rivers or at sea and other hazards that could result in releases, spills and other environmental damages, personal injuries, loss of life and suspension of operations; | ||
• | leakage of NGLs and other petroleum products and by-products; | ||
• | fires and explosions; | ||
• | damage to transportation, terminalling and storage facilities, and surrounding properties caused by natural disasters; and | ||
• | terrorist attacks or sabotage. |
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• | post-closing discovery of material undisclosed liabilities of the acquired business or assets; | ||
• | the unexpected loss of key employees or customers from the acquired businesses; | ||
• | difficulties resulting from our integration of the operations, systems and management of the acquired business; and | ||
• | an unexpected diversion of our management’s attention from other operations. |
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• | prevailing oil and natural gas prices and expectations about future prices and price volatility; | ||
• | the cost of offshore exploration for, and production and transportation of, oil and natural gas; | ||
• | worldwide demand for oil and natural gas; | ||
• | consolidation of oil and gas and oil service companies operating offshore; | ||
• | availability and rate of discovery of new oil and natural gas reserves in offshore areas; | ||
• | local and international political and economic conditions and policies; | ||
• | technological advances affecting energy production and consumption; | ||
• | weather conditions; | ||
• | environmental regulation; and | ||
• | the ability of oil and gas companies to generate or otherwise obtain funds for exploration and production. |
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• | catastrophic events, including hurricanes; | ||
• | environmental remediation; | ||
• | labor difficulties; and | ||
• | disruptions in the supply of our products to our facilities or means of transportation. |
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• | the impact of weather on the demand for oil and natural gas; | ||
• | the level of domestic oil and natural gas production; | ||
• | the level of domestic industrial and manufacturing activity; | ||
• | the availability of imported oil and natural gas; | ||
• | actions taken by foreign oil and gas producing nations; | ||
• | the availability of local, intrastate and interstate transportation systems; |
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• | the availability and marketing of competitive fuels; | ||
• | the impact of energy conservation efforts; and | ||
• | the extent of governmental regulation and taxation. |
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• | perform ongoing assessments of pipeline integrity; | ||
• | identify and characterize applicable threats to pipeline segments that could impact a high consequence area; | ||
• | improve data collection, integration and analysis; | ||
• | repair and remediate the pipeline as necessary; and | ||
• | implement preventive and mitigating actions. |
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• | the issuance of common units in additional public offerings or in connection with acquisitions that increase cash flow from operations on a pro forma, per unit basis; | ||
• | the conversion of subordinated units into common units; | ||
• | the conversion of units of equal rank with the common units into common units under some circumstances; or | ||
• | the conversion of our general partner’s general partner interest in us and its incentive distribution rights into common units as a result of the withdrawal of our general partner. |
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• | we had been conducting business in any state without compliance with the applicable limited partnership statute; or | ||
• | the right or the exercise of the right by our unitholders as a group to remove or replace our general partner, to approve some amendments to our partnership agreement, or to take other action under our partnership agreement constituted participation in the “control” of our business. |
• | permits our general partner to make a number of decisions in its “sole discretion.” This entitles our general partner to consider only the interests and factors that it desires, and it has no duty or obligation to give any consideration to any interest of, or factors affecting, us, our affiliates or any limited partner; | ||
• | provides that our general partner is entitled to make other decisions in its “reasonable discretion” which may reduce the obligations to which our general partner would otherwise be held; | ||
• | generally provides that affiliated transactions and resolutions of conflicts of interest not involving a required vote of unitholders must be “fair and reasonable” to us and that, in determining whether a transaction or resolution is “fair and reasonable,” our general partner may consider the interests of all parties involved, including its own; and | ||
• | provides that our general partner and its officers and directors will not be liable for monetary damages to us, our limited partners or assignees for errors of judgment or for any acts or omissions if our general partner and those other persons acted in good faith. |
• | the issuance of common units in additional public offerings or in connection with acquisitions that increase cash flow from operations on a pro forma, per unit basis; |
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• | the conversion of subordinated units into common units; | ||
• | the conversion of units of equal rank with the common units into common units under some circumstances; or | ||
• | the conversion of our general partner’s general partner interest in us and its incentive distribution rights into common units as a result of the withdrawal of our general partner. |
• | our unitholders’ proportionate ownership interest in us will decrease; | ||
• | the amount of cash available for distribution on a per unit basis may decrease; | ||
• | because a lower percentage of total outstanding units will be subordinated units, the risk that a shortfall in the payment of the minimum quarterly distribution will be borne by our common unitholders will increase; | ||
• | the relative voting strength of each previously outstanding unit will diminish; | ||
• | the market price of the common units may decline; and | ||
• | the ratio of taxable income to distributions may increase. |
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• | Officers of Martin Resource Management who provide services to us also devote significant time to the businesses of Martin Resource Management and are compensated by Martin Resource Management for that time. | ||
• | Neither our partnership agreement nor any other agreement requires Martin Resource Management to pursue a business strategy that favors us or utilizes our assets or services. Martin Resource Management’s directors and officers have a fiduciary duty to make these decisions in the best interests of the shareholders of Martin Resource Management without regard to the best interests of the unitholders. |
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• | Martin Resource Management may engage in limited competition with us. | ||
• | Our general partner is allowed to take into account the interests of parties other than us, such as Martin Resource Management, in resolving conflicts of interest, which has the effect of reducing its fiduciary duty to our unitholders. | ||
• | Under our partnership agreement, our general partner may limit its liability and reduce its fiduciary duties, while also restricting the remedies available to our unitholders for actions that, without the limitations and reductions, might constitute breaches of fiduciary duty. As a result of purchasing units, our unitholders will be treated as having consented to some actions and conflicts of interest that, without such consent, might otherwise constitute a breach of fiduciary or other duties under applicable state law. | ||
• | Our general partner determines which costs incurred by Martin Resource Management are reimbursable by us. | ||
• | Our partnership agreement does not restrict our general partner from causing us to pay it or its affiliates for any services rendered on terms that are fair and reasonable to us or from entering into additional contractual arrangements with any of these entities on our behalf. | ||
• | Our general partner controls the enforcement of obligations owed to us by Martin Resource Management. | ||
• | Our general partner decides whether to retain separate counsel, accountants or others to perform services for us. | ||
• | The audit committee of our general partner retains our independent auditors. | ||
• | In some instances, our general partner may cause us to borrow funds to permit us to pay cash distributions, even if the purpose or effect of the borrowing is to make a distribution on the subordinated units, to make incentive distributions or to accelerate the expiration of the subordination period. | ||
• | Our general partner has broad discretion to establish financial reserves for the proper conduct of our business. These reserves also will affect the amount of cash available for distribution. Our general partner may establish reserves for distribution on the subordinated units, but only if those reserves will not prevent us from distributing the full minimum quarterly distribution, plus any arrearages, on the common units for the following four quarters. |
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• | was insolvent or rendered insolvent by reason of such incurrence; |
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• | was engaged in a business or transaction for which the guarantor’s remaining assets constituted unreasonably small capital; or | ||
• | intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature. |
• | the sum of its assets, including contingent liabilities, were greater than the fair saleable value of all of its assets; | ||
• | the present fair saleable value of its assets were less than the amount that would be required to pay its procurable liability, including contingent liabilities, on its existing debts, as they become absolute or mature; or | ||
• | it could not pay its debts as they become due. |
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• | paying or refinancing all or a portion of our indebtedness outstanding at the time, including indebtedness incurred in connection with acquisitions; and | ||
• | funding working capital, capital expenditures or acquisitions. |
Martin Midstream | ||||||||||||||||||||||||||||
Partners Predecessor | Martin Midstream Partners L.P. | |||||||||||||||||||||||||||
Year Ended December 31, | ||||||||||||||||||||||||||||
Period from | ||||||||||||||||||||||||||||
Period from | January 1, | |||||||||||||||||||||||||||
November 6, | 2007 | |||||||||||||||||||||||||||
Period from January | 2002 through | through | ||||||||||||||||||||||||||
1, 2002 through | December 31, | September | ||||||||||||||||||||||||||
November 5, 2002 | 2002 | 2003 | 2004 | 2005 | 2006 | 30, 2007 | ||||||||||||||||||||||
Ratio of Earnings to Fixed Charges | 1.78x | 8.29x | 5.97x | 3.81x | 2.46x | 2.19x | 2.16x |
• | pre-tax income from continuing operations, before minority interest and equity in earnings of unconsolidated partnership; | ||
• | distributed income of equity investments; and | ||
• | fixed charges. |
• | interest expense; | ||
• | amortized debt issuance costs; and | ||
• | estimated interest element of rentals. |
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• | will be general obligations of the issuer; | ||
• | will be general obligations of the Guarantor if they are guaranteed by the Guarantor; and | ||
• | may be subordinated to the Senior Indebtedness of Martin Midstream Partners and Martin Operating Partnership. |
• | whether the debt securities will be senior or subordinated debt securities; | ||
• | the form and title of the debt securities of that series; | ||
• | whether the debt securities will be secured or not; | ||
• | the total principal amount of the debt securities of that series; | ||
• | whether the debt securities will be issued in individual certificates to each holder or in the form of temporary or permanent global securities held by a depositary on behalf of holders; |
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• | the date or dates on which the principal of and any premium on the debt securities of that series will be payable; | ||
• | any interest rate which the debt securities of that series will bear, the date from which interest will accrue, interest payment dates and record dates for interest payments; | ||
• | any right to extend or defer the interest payment periods and the duration of the extension; | ||
• | whether and under what circumstances any additional amounts with respect to the debt securities will be payable; | ||
• | whether the debt securities are entitled to the benefit of any guarantee by any Guarantor; | ||
• | the place or places where payments on the debt securities of that series will be payable; | ||
• | any provisions for optional redemption or early repayment; | ||
• | any provisions that would require the redemption, purchase or repayment of debt securities; | ||
• | the denominations in which the debt securities will be issued; | ||
• | whether payments on the debt securities will be payable in foreign currency or currency units or another form and whether payments will be payable by reference to any index or formula; | ||
• | the portion of the principal amount of debt securities that will be payable if the maturity is accelerated, if other than the entire principal amount; | ||
• | any additional means of defeasance of the debt securities, any additional conditions or limitations to defeasance of the debt securities or any changes to those conditions or limitations; | ||
• | any changes or additions to the events of default or covenants described in this prospectus; | ||
• | any restrictions or other provisions relating to the transfer or exchange of debt securities; | ||
• | any terms for the conversion or exchange of the debt securities for our other securities or securities of any other entity; | ||
• | any changes to the subordination provisions for the subordinated debt securities; and | ||
• | any other terms of the debt securities of that series. |
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• | all other contingent and fixed liabilities of the Guarantor; and | ||
• | any collections from or payments made by or on behalf of any other Guarantor in respect of the obligations of the Guarantor under its guarantee. |
• | automatically upon any sale, exchange or transfer, whether by way of merger or otherwise, to any person that is not our affiliate, of all of our direct or indirect limited partnership or other equity interests in the Guarantor; | ||
• | automatically upon the merger of the Guarantor into us or the liquidation and dissolution of the Guarantor; or | ||
• | following delivery of a written notice by us to the trustee, upon the release of all guarantees by the Guarantor of any debt of ours for borrowed money for a purchase money obligation or for a guarantee of either, except for any series of debt securities. |
• | it is the continuing entity; or | ||
• | if it is not the continuing entity, the resulting entity or transferee is organized and existing under the laws of any United States jurisdiction and assumes the performance of its covenants and obligations under the indentures; and | ||
• | in either case, immediately after giving effect to the transaction, no default or event of default would occur and be continuing or would result from the transaction. |
• | failure to pay interest on that series of debt securities when due that continue for 30 days; | ||
• | default in the payment of principal of or premium, if any, on any debt securities of that series when due at its stated maturity, upon redemption, upon required repurchase or otherwise; | ||
• | default in the payment of any sinking fund payment on any debt securities of that series when due; | ||
• | failure by the issuer or, if the series of debt securities is guaranteed by the Guarantor, by such Guarantor, to comply for 60 days with the other agreements contained in the indentures, any |
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supplement to the indentures or any board resolution authorizing the issuance of that series after written notice by the trustee or by the holders of at least 25% in principal amount of the outstanding debt securities issued under that indenture that are affected by that failure; | |||
• | certain events of bankruptcy, insolvency or reorganization of the issuer or, if the series of debt securities is guaranteed by the Guarantor, of the Guarantor; | ||
• | if the series is guaranteed by the Guarantor, |
• | any of the guarantees ceases to be in full force and effect, except as otherwise provided in the indentures; | ||
• | any of the guarantees is declared null and void in a judicial proceeding; or | ||
• | the Guarantor denies or disaffirms its obligations under the indentures or its guarantee; and |
• | any other event of default provided for in that series of debt securities. |
• | the holder gives the trustee written notice of a continuing event of default for that series; | ||
• | the holders of at least 25% in principal amount of the outstanding debt securities of that series make a written request to the trustee to pursue the remedy; | ||
• | the holders offer to the trustee indemnity satisfactory to the trustee; | ||
• | the trustee fails to act for a period of 60 days after receipt of the request and offer of indemnity; and | ||
• | during that 60-day period, the holders of a majority in principal amount of the debt securities of that series do not give the trustee a direction inconsistent with the request. |
• | conducting any proceeding for any remedy available to the trustee; and | ||
• | exercising any trust or power conferred upon the trustee relating to or arising as a result of an event of default. |
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• | reduce the amount of debt securities whose holders must consent to an amendment, a supplement or a waiver; | ||
• | reduce the rate of or change the time for payment of interest on the debt security; | ||
• | reduce the principal of the debt security or change its stated maturity; | ||
• | reduce any premium payable on the redemption of the debt security or change the time at which the debt security may or must be redeemed; | ||
• | change any obligation to pay additional amounts on the debt security; | ||
• | make payments on the debt security payable in currency other than as originally stated in the debt security; | ||
• | impair the holder’s right to institute suit for the enforcement of any payment on or with respect to the debt security; | ||
• | make any change in the percentage of principal amount of debt securities necessary to waive compliance with certain provisions of the indenture or to make any change in the provision related to modification; | ||
• | modify the provisions relating to the subordination of any subordinated debt security in a manner adverse to the holder of that security; | ||
• | waive a continuing default or event of default regarding any payment on the debt securities; or | ||
• | release the Guarantor, or modify the guarantee of the Guarantor in any manner adverse to the holders. |
• | to cure any ambiguity, omission, defect or inconsistency; | ||
• | to provide for the assumption of the issuer’s obligations under the indentures by a successor upon any merger, consolidation or asset transfer permitted under the indenture; | ||
• | to provide for uncertificated debt securities in addition to or in place of certificated debt securities or to provide for bearer debt securities; | ||
• | to provide any security for, any guarantees of or any additional obligors on any series of debt securities or, with respect to the senior indentures, the related guarantees; | ||
• | to comply with any requirement to effect or maintain the qualification of that indenture under the Trust Indenture Act of 1939; | ||
• | to add covenants that would benefit the holders of any debt securities or to surrender any rights the issuer has under the indentures; | ||
• | to add events of default with respect to any debt securities; and | ||
• | to make any change that does not adversely affect any outstanding debt securities of any series issued under that indenture in any material respect. |
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• | we will be discharged from our or their obligations with respect to the debt securities of that series and, if applicable, the related guarantees (“legal defeasance”); or | ||
• | we will no longer have any obligation to comply with the restrictive covenants, the merger covenant and other specified covenants under the applicable indenture, and the related events of default will no longer apply (“covenant defeasance”). |
• | any debt security during a period beginning 15 business days prior to the mailing of the relevant notice of redemption and ending on the close of business on the day of mailing of such notice; or | ||
• | any debt security that has been called for redemption in whole or in part, except the unredeemed portion of any debt security being redeemed in part. |
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• | upon a liquidation or dissolution of the issuer or, if applicable to any series of outstanding debt securities, the Guarantor; or | ||
• | in a bankruptcy, receivership or similar proceeding relating to the issuer or, if applicable to any series of outstanding debt securities, to the Guarantor. |
• | make any payments of principal, premium, if any, or interest with respect to subordinated debt securities; | ||
• | make any deposit for the purpose of defeasance of the subordinated debt securities; or | ||
• | repurchase, redeem or otherwise retire any subordinated debt securities, except that in the case of subordinated debt securities that provide for a mandatory sinking fund, the issuer may deliver subordinated debt securities to the trustee in satisfaction of our sinking fund obligation, |
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• | the default has been cured or waived and any declaration of acceleration has been rescinded; | ||
• | the Senior Indebtedness has been paid in full in cash; or | ||
• | the issuer and the trustee receive written notice approving the payment from the representatives of each issue of “Designated Senior Indebtedness.” |
• | any specified issue of Senior Indebtedness of at least $100.0 million; and | ||
• | any other Senior Indebtedness that we may designate in respect of any series of subordinated debt securities. |
• | by written notice from the person or persons who gave the Blockage Notice; | ||
• | by repayment in full in cash of the Designated Senior Indebtedness with respect to which the Blockage Notice was given; or | ||
• | if the default giving rise to the Payment Blockage Period is no longer continuing. |
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• | surety bond premiums to replace lost or stolen certificates, taxes and other governmental charges; | ||
• | special charges for services requested by a holder of a common unit; and | ||
• | other similar fees or charges. |
• | becomes the record holder of the common units and is an assignee until admitted into our partnership as a substituted limited partner; | ||
• | automatically requests admission as a substituted limited partner in our partnership; | ||
• | agrees to be bound by the terms and conditions of, and executes, our partnership agreement; | ||
• | represents that the transferee has the capacity, power and authority to enter into our partnership agreement; | ||
• | grants powers of attorney to officers of our general partner and any liquidator of us as specified in our partnership agreement; and | ||
• | makes the consents and waivers contained in our partnership agreement. |
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• | the right to assign the common unit to a purchaser or other transferee; and | ||
• | the right to transfer the right to seek admission as a substituted limited partner in our partnership for the transferred common units. |
• | will not receive cash distributions, unless the common units are held in a nominee or “street name” account and the nominee or broker has executed and delivered a transfer application; and | ||
• | may not receive some federal income tax information or reports furnished to record holders of common units. |
• | a sale or exchange of all or substantially all of our assets; | ||
• | the election of a successor general partner in connection with the removal of the general partner; | ||
• | dissolution or reconstitution of our partnership; | ||
• | a merger of our partnership; |
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• | issuance of limited partner interests in some circumstances; and | ||
• | some amendments to our partnership agreement including any amendment that would cause us to be treated as an association taxable as a corporation. |
• | a 66 2/3% vote of all outstanding units voting as a single class, and | ||
• | the election of a successor general partner by the holders of a majority of the outstanding common units and subordinated units, voting as separate classes. |
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• | less the amount of cash our general partner determines in its reasonable discretion is necessary or appropriate to: | ||
• | provide for the proper conduct of our business; | ||
• | comply with applicable law, any of our debt instruments, or other agreements; or | ||
• | provide funds for distributions to our unitholders and to our general partner for any one or more of the next four quarters; | ||
• | plus all cash on hand on the date of determination of available cash for the quarter resulting from working capital borrowings made after the end of the quarter. Working capital borrowings are generally borrowings that are made under our revolving credit facility and in all cases are used solely for working capital purposes or to pay distributions to partners. |
• | our cash balance at the closing of our initial public offering; plus | ||
• | $8.5 million (as described below); plus | ||
• | all of our cash receipts since our initial public offering, excluding cash from borrowings that are not working capital borrowings, sales of equity and debt securities and sales or other dispositions of assets outside the ordinary course of business; plus | ||
• | working capital borrowings made after the end of a quarter but before the date of determination of operating surplus for the quarter; less | ||
• | all of our operating expenditures since our initial public offering, including the repayment of working capital borrowings, but not the repayment of other borrowings, and including maintenance capital expenditures; less |
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• | the amount of cash reserves our general partner deems necessary or advisable to provide funds for future operating expenditures. |
• | borrowings other than working capital borrowings; | ||
• | sales of debt and equity securities; and | ||
• | sales or other disposition of assets for cash, other than inventory, accounts receivable and other current assets sold in the ordinary course of business or as part of normal retirements or replacements of assets. |
• | distributions of available cash from operating surplus on each of the outstanding common units and subordinated units equaled or exceeded the minimum quarterly distribution for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date; | ||
• | the “adjusted operating surplus” (as defined below) generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of the minimum quarterly distributions on all of the outstanding common units and subordinated units during those periods on a fully diluted basis and the related distribution on the 2% general partner interest during those periods; and | ||
• | there are no arrearages in payment of the minimum quarterly distribution on the common units. |
• | September 30, 2005 with respect to 20% of the subordinated units; | ||
• | September 30, 2006 with respect to 20% of the subordinated units; | ||
• | September 30, 2007 with respect to 20% of the subordinated units; and | ||
• | September 30, 2008 with respect to 20% of the subordinated units. |
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• | distributions of available cash from operating surplus on the common units and the subordinated units equal or exceed the minimum quarterly distribution for each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date; | ||
• | the adjusted operating surplus generated during each of the three consecutive, non-overlapping four-quarter periods immediately preceding that date equaled or exceeded the sum of the minimum quarterly distributions on all of the outstanding common units and subordinated units during those periods on a fully diluted basis and the related distribution on the 2% general partner interest during those periods; and | ||
• | there are no arrearages in payment of the minimum quarterly distribution on the common units. |
• | operating surplus generated with respect to that period; less | ||
• | any net increase in working capital borrowings with respect to that period; less | ||
• | any net reduction in cash reserves for operating expenditures with respect to that period not relating to an operating expenditure made with respect to that period; plus | ||
• | any net decrease in working capital borrowings with respect to that period; plus | ||
• | any net increase in cash reserves for operating expenditures with respect to that period required by any debt instrument for the repayment of principal, interest or premium. |
• | the subordination period will end and each subordinated unit will immediately convert into one common unit; | ||
• | any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and | ||
• | the general partner will have the right to convert its general partner interest and its incentive distribution rights into common units or to receive cash in exchange for those interests based on the fair market value of those interests at the time. |
• | First,98% to the common unitholders, pro rata, and 2% to our general partner until we distribute for each outstanding unit an amount equal to the minimum quarterly distribution for that quarter; | ||
• | Second,98% to the common unitholders, pro rata, and 2% to our general partner, until we distribute for each outstanding common unit an amount equal to any arrearages in payment of the |
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minimum quarterly distribution on the common units for any prior quarters during the subordination period; | |||
• | Third,98% to the subordinated unitholders, pro rata, and 2% to our general partner, until we distribute for each subordinated unit an amount equal to the minimum quarterly distribution for that quarter; and | ||
• | Thereafter,in the manner described in “—Incentive Distribution Rights” below. |
• | First,98% to all unitholders, pro rata, and 2% to our general partner, until we distribute for each outstanding unit an amount equal to the minimum quarterly distribution for that quarter; and | ||
• | Thereafter,in the manner described in “—Incentive Distribution Rights” below. |
• | we have distributed available cash from operating surplus on each common unit and subordinated unit in an amount equal to the minimum quarterly distribution; and | ||
• | we have distributed available cash from operating surplus on each outstanding common unit in an amount necessary to eliminate any cumulative arrearages in payment of the minimum quarterly distribution; |
• | First,98% to all unitholders, pro rata, and 2% to our general partner, until each unitholder receives a total of $0.55 per unit for that quarter (the “first target distribution”); | ||
• | Second,85% to all unitholders, pro rata, and 15% to our general partner, until each unitholder receives a total of $0.625 per unit for that quarter (the “second target distribution”); | ||
• | Third,75% to all unitholders, pro rata, and 25% to our general partner, until each unitholder receives a total of $0.75 per unit for that quarter (the “third target distribution”); | ||
• | Thereafter,50% to all unitholders, pro rata, and 50% to our general partner. |
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Marginal Percentage Interest | ||||||||||
Total Quarterly | in Distributions | |||||||||
Distribution | ||||||||||
Target Amount | Unitholder | General Partner | ||||||||
Minimum Quarterly Distribution | $0.50 | 98 | % | 2 | % | |||||
First Target Distribution | up to $0.55 | 98 | % | 2 | % | |||||
Second Target Distribution | above $0.55 up to $0.625 | 85 | % | 15 | % | |||||
Third Target Distribution | above $0.625 up to $0.75 | 75 | % | 25 | % | |||||
Thereafter | above $0.75 | 50 | % | 50 | % |
• | First,98% to all unitholders, pro rata, and 2% to our general partner, until we distribute for each common unit that was issued in this offering an amount of available cash from capital surplus equal to the initial public offering price; | ||
• | Second,98% to the common unitholders, pro rata, and 2% to our general partner, until we distribute for each common unit an amount of available cash from capital surplus equal to any unpaid arrearages in payment of the minimum quarterly distribution on the common units; and | ||
• | Thereafter,we will make all distributions of available cash from capital surplus as if they were from operating surplus. |
• | the minimum quarterly distribution; | ||
• | target distribution levels; | ||
• | unrecovered initial unit price; | ||
• | the number of common units issuable during the subordination period without a unitholder vote; and | ||
• | the number of common units into which a subordinated unit is convertible. |
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• | First,to our general partner and the holders of units who have negative balances in their capital accounts to the extent of and in proportion to those negative balances; | ||
• | Second,98% to the common unitholders, pro rata, and 2% to our general partner until the capital account for each common unit is equal to the sum of: |
(1) | the unrecovered initial unit price; plus | ||
(2) | the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs; plus | ||
(3) | any unpaid arrearages in payment of the minimum quarterly distribution; |
• | Third,98% to the subordinated unitholders, pro rata, and 2% to our general partner until the capital account for each subordinated unit is equal to the sum of: |
(1) | the unrecovered initial unit price; and | ||
(2) | the amount of the minimum quarterly distribution for the quarter during which our liquidation occurs; |
• | Fourth, 98% to all unitholders, pro rata, and 2% to our general partner, until we allocate under this paragraph an amount per unit equal to: |
(1) | the sum of the excess of the first target distribution per unit over the minimum quarterly distribution per unit for each quarter of our existence; less | ||
(2) | the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the minimum quarterly distribution per unit that we distributed 98% to the unitholders, pro rata, and 2% to our general partner, for each quarter of our existence; |
• | Fifth,85% to all unitholders, pro rata, and 15% to our general partner, pro rata, until we allocate under this paragraph an amount per unit equal to: |
(1) | the sum of the excess of the second target distribution per unit over the first target distribution per unit for each quarter of our existence; less | ||
(2) | the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the minimum quarterly distribution per unit that we distributed 85% |
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to the units, pro rata, and 15% to our general partner, pro rata, for each quarter of our existence; |
• | Sixth,75% to all unitholders, pro rata, and 25% to our general partner, until we allocate under this paragraph an amount per unit equal to: |
(1) | the sum of the excess of the third target distribution per unit over the second target distribution per unit for each quarter of our existence; less | ||
(2) | the cumulative amount per unit of any distributions of available cash from operating surplus in excess of the first target distribution per unit that we distributed 75% to the unitholders, pro rata, and 25% to our general partner for each quarter of our existence; |
• | Thereafter,50% to all unitholders, pro rata, and 50% to our general partner. |
• | First,98% to holders of subordinated units in proportion to the positive balances in their capital accounts and 2% to our general partner until the capital accounts of the subordinated unitholders have been reduced to zero; | ||
• | Second,98% to the holders of common units in proportion to the positive balances in their capital accounts and 2% to our general partner until the capital accounts of the common unitholders have been reduced to zero; and | ||
• | Thereafter,100% to our general partner. |
• | With regard to distributions of available cash, please read “Cash Distribution Policy.” | ||
• | With regard to the transfer of common units, please read “Description of the Common Units — Transfer of Common Units.” | ||
• | With regard to allocations of taxable income and taxable loss, please read “Material Tax Considerations.” |
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• | its operations as conducted immediately after our initial public offering; | ||
• | any other activity approved by our general partner but only to the extent that our general partner reasonably determines that, as of the date of the acquisition or commencement of the activity, the activity generates “qualifying income” as this term is defined in Section 7704 of the Internal Revenue Code; or | ||
• | any activity that enhances the operations of an activity that is described in either of the two preceding clauses. |
• | to remove or replace our general partner; | ||
• | to approve some amendments to our partnership agreement; or | ||
• | to take other action under our partnership agreement; |
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• | during the subordination period, the approval of a majority of the outstanding common units, excluding those common units held by our general partner and its affiliates, and a majority of the outstanding subordinated units, voting as separate classes; and | ||
• | after the subordination period, the approval of a majority of the outstanding common units. |
Matter | Vote Requirement | |
Issuance of additional common units or units of equal rank with the common units during the subordination period | Unit majority, with certain exceptions described under "—Issuance of Additional Securities.” | |
Issuance of units senior to the common units during the subordination period | Unit majority. | |
Issuance of units junior to the common units during the subordination period | No approval rights. | |
Issuance of additional units after the subordination period | No approval rights. | |
Amendment of the partnership agreement | Certain amendments may be made by the general partner without the approval of the unitholders. Other amendments generally require the approval of a unit majority. Please read “—Amendment of the Partnership Agreement.” | |
Merger of our partnership or the sale of all or substantially all of our assets | Unit majority. Please read “—Merger, Sale or Other Disposition of Assets.” | |
Dissolution of our partnership | Unit majority. Please read “—Termination and Dissolution.” | |
Reconstitution of our partnership upon dissolution | Unit majority. | |
Withdrawal of the general partner | The approval of a majority of the outstanding common units, excluding common units held by the general partner and its affiliates, is required for the withdrawal of the general partner prior to September 30, 2012 in a manner which would cause a dissolution of our partnership. Please read “—Withdrawal or Removal of the General Partner.” |
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Matter | Vote Requirement | |
Removal of the general partner | Not less than 66 2/3% of the outstanding units, including units held by our general partner and its affiliates. Please read “—Withdrawal or Removal of the General Partner.” | |
Transfer of ownership interests in the general partner | Our general partner may transfer its general partner interest without a vote of our unitholders in connection with the general partner’s merger or consolidation with or into, or sale of all or substantially all of its assets to, a third person. Our general partner may also transfer all of its general partner interest to an affiliate without a vote of our unitholders. The approval of a majority of the outstanding common units, excluding common units held by the general partner and its affiliates, is required in other circumstances for a transfer of the general partner interest to a third party prior to September 30, 2012. Please read “—Transfer of General Partner Interests and Incentive Distribution Rights.” | |
Transfer of incentive distribution rights | Except for transfers to an affiliate or another person as part of the general partner’s merger or consolidation with or into, or sale of all or substantially all of its assets to, such affiliate or person, the approval of a majority of the outstanding common units is required in most circumstances for a transfer of the incentive distribution rights to a third party prior to September 30, 2012. Please read “—Transfer of General Partner Interests and Incentive Distribution Rights.” | |
Transfer of ownership interests in the general partner | No approval required at any time. Please read “—Transfer of Ownership Interests in the General Partner.” |
• | upon conversion of the subordinated units; | ||
• | under employee benefit plans; | ||
• | upon conversion of the general partner interest and incentive distribution rights as a result of a withdrawal of our general partner; | ||
• | in the event of a combination or subdivision of common units; | ||
• | in connection with an acquisition or a capital improvement that increases cash flow from operations per unit on a pro forma basis; or | ||
• | if the proceeds of the issuance are used exclusively to repay up to $15 million of certain of our indebtedness. |
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• | enlarge the obligations of any limited partner without its consent, unless approved by at least a majority of the type or class of limited partner interests so affected; | ||
• | enlarge the obligations of, restrict in any way any action by or rights of, or reduce in any way the amounts distributable, reimbursable or otherwise payable by us to our general partner or any of its affiliates without the consent of our general partner, which may be given or withheld in its sole discretion; | ||
• | change the duration of our partnership; | ||
• | provide that our partnership is not dissolved upon an election to dissolve our partnership by our general partner that is approved by a unit majority; or | ||
• | give any person the right to dissolve our partnership other than our general partner’s right to dissolve our partnership with the approval of a unit majority. |
• | a change in our name, the location of our principal place of business, our registered agent or our registered office; | ||
• | the admission, substitution, withdrawal, or removal of partners in accordance with our partnership agreement; | ||
• | the reduction in the vote needed to remove the general partner from not less than 66 2/3% of all outstanding units to a lesser percentage of all outstanding units; | ||
• | an increase in the percentage of a class of units that a person or group may own without losing their voting rights from 20% to a higher percentage; | ||
• | change that, in the sole discretion of our general partner, is necessary or advisable for us to qualify or to continue our qualification as a limited partnership or a partnership in which the limited partners have limited liability under the laws of any state or to ensure that neither we, our operating partnership nor its subsidiaries will be treated as an association taxable as a corporation or otherwise taxed as an entity for federal income tax purposes; | ||
• | an amendment changing our fiscal or taxable year and any changes that are necessary as a result of a change in our fiscal or taxable year; |
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• | an amendment that is necessary, in the opinion of our counsel, to prevent us or our general partner or its directors, officers, agents, or trustees from in any manner being subjected to the provisions of the Investment Company Act of 1940, the Investment Advisors Act of 1940, or plan asset regulations adopted under the Employee Retirement Income Security Act of 1974, whether or not substantially similar to plan asset regulations currently applied or proposed; | ||
• | subject to the limitations on the issuance of additional partnership securities described above, an amendment that in the discretion of our general partner is necessary or advisable for the authorization of additional partnership securities or rights to acquire partnership securities; | ||
• | any amendment expressly permitted in our partnership agreement to be made by our general partner acting alone; | ||
• | an amendment effected, necessitated or contemplated by a merger agreement that has been approved under the terms of our partnership agreement; | ||
• | any amendment that, in the sole discretion of our general partner, is necessary or advisable for the formation by us of, or our investment in, any corporation, partnership or other entity, as otherwise permitted by our partnership agreement; | ||
• | a change in our fiscal year or taxable year and related changes; | ||
• | a merger of the partnership or any of its subsidiaries into, or a conveyance of assets to, a newly-created limited liability entity the sole purpose of which is to effect a change in the legal form of the partnership into another limited liability entity; and | ||
• | any other amendments substantially similar to any of the matters described in the clauses above. |
• | do not adversely affect the limited partners (or any particular class of limited partners) in any material respect; | ||
• | are necessary or advisable to satisfy any requirements, conditions or guidelines contained in any opinion, directive, order, ruling or regulation of any federal or state agency or judicial authority or contained in any federal or state statute; | ||
• | are necessary or advisable to facilitate the trading of limited partner interests or to comply with any rule, regulation, guideline or requirement of any securities exchange or trading system on which the limited partner interests are or will be listed for trading, compliance with any of which our general partner deems to be in our best interest and the best interest of the limited partners; | ||
• | are necessary or advisable for any action taken by our general partner relating to splits or combinations of units under the provisions of our partnership agreement; or | ||
• | are required to effect the intent expressed in this prospectus or the intent of the provisions of our partnership agreement or are otherwise contemplated by our partnership agreement. |
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• | the election of our general partner to dissolve us, if approved by a unit majority; | ||
• | the sale, exchange or other disposition of all or substantially all of our assets and properties and our subsidiaries; | ||
• | the entry of a judicial order dissolving us; or | ||
• | the withdrawal or removal of our general partner or any other event that results in its ceasing to be our general partner other than by reason of a transfer of its general partner interest in accordance with our partnership agreement or withdrawal or removal following approval and admission of a successor. |
• | the action would not result in the loss of limited liability of any limited partner; and | ||
• | neither our partnership, the reconstituted limited partnership nor our operating partnership would be treated as an association taxable as a corporation or otherwise be taxable as an entity for federal income tax purposes upon the exercise of that right to continue. |
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• | the subordination period will end and all outstanding subordinated units will immediately convert into common units on a one-for-one basis; | ||
• | any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and | ||
• | our general partner will have the right to convert its general partner interest and its incentive distribution rights into common units or to receive cash in exchange for those interests based on the fair market value of those interests at the time. |
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• | an affiliate of our general partner (other than an individual); or | ||
• | another entity as part of the merger or consolidation of our general partner with or into another entity or the transfer by our general partner of all or substantially all of its assets to another entity, |
• | the subordination period will end and all outstanding subordinated units will immediately convert into common units on a one-for-one basis; | ||
• | any existing arrearages in payment of the minimum quarterly distribution on the common units will be extinguished; and | ||
• | our general partner will have the right to convert its general partner interest and its incentive distribution rights into common units or to receive cash in exchange for those interests. |
• | the highest cash price paid by either of our general partner or any of its affiliates for any partnership securities of the class purchased within the 90 days preceding the date on which our general partner first mails notice of its election to purchase those partnership securities; and | ||
• | the current market price as of the date three days before the date the notice is mailed. |
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• | our general partner; | ||
• | any departing general partner; | ||
• | any person who is or was an affiliate of a general partner or any departing general partner; | ||
• | any person who is or was a member, partner, officer, director, employee, agent or trustee of our general partner, any departing general partner, or any affiliate of a general partner or any departing general partner; or | ||
• | any person who is or was serving at the request of a general partner or any departing general partner or any affiliate of a general partner or any departing general partner, as an officer, director, manager, employee, member, partner, agent or trustee of another person. |
• | a current list of the name and last known address of each partner; | ||
• | a copy of our tax returns; | ||
• | information as to the amount of cash, and a description and statement of the agreed value of any other property or services, contributed or to be contributed by each partner and the date on which each became a partner; |
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• | copies of the partnership agreement, the certificate of limited partnership of the partnership, related amendments and powers of attorney under which they have been executed; | ||
• | information regarding the status of our business and financial condition; and | ||
• | any other information regarding our affairs as is just and reasonable. |
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• | Neither we nor our operating partnership has elected or will elect to be treated as a corporation; and | ||
• | For each taxable year, more than 90% of our gross income has been and will be income from sources that Baker Botts L.L.P. has opined, or will opine, is “qualifying income” within the meaning of Section 7704(d) of the Internal Revenue Code. |
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• | assignees who have executed and delivered transfer applications, and are awaiting admission as limited partners; and | ||
• | unitholders whose common units are held in street name or by a nominee and who have the right to direct the nominee in the exercise of all substantive rights attendant to the ownership of their common units, |
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• | interest on indebtedness properly allocable to property held for investment; | ||
• | our interest expense attributed to portfolio income; and | ||
• | the portion of interest expense incurred to purchase or carry an interest in a passive activity to the extent attributable to portfolio income. |
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• | any of our income, gain, loss or deduction with respect to those units would not be reportable by the unitholder; | ||
• | any cash distributions received by the unitholder as to those units would be fully taxable; and | ||
• | all of these distributions would appear to be ordinary income. |
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• | a short sale; | ||
• | an offsetting notional principal contract; or | ||
• | a futures or forward contract with respect to the partnership interest or substantially identical property. |
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• | our annual report on Form 10-K for the year ended December 31, 2006 filed with the SEC on March 5, 2007; | ||
• | our quarterly reports on Form 10-Q for the quarter ended March 31, 2007 filed with the SEC on May 7, 2007, for the quarter ended June 30, 2007, filed with the SEC on August 7, 2007 and for the quarter ended September 30, 2007, filed with the SEC on November 6, 2008; | ||
• | our current reports on Form 8-K filed January 23, 2007, May 2, 2007, May 4, 2007, May 15, 2007 May 18, 2007, June 4, 2007, July 23, 207, August 2, 2007, August 7, 2007, August 9, 2007, October 22, 2007, November 2, 2007, November 6, 2007, November 8, 2007, November 15, 2007 and December 18, 2007; | ||
• | the description of our common units in our registration statement on Form 8-A (File No. 1-02801862) filed pursuant to the Securities Exchange Act of 1934 on October 29, 2002; and | ||
• | all documents filed by us under Sections 13(a), 13(c), 14 or l5(d) of the Securities Exchange Act of 1934 between the date of this prospectus and the termination of the registration statement (excluding any portions thereof that are deemed to be furnished and not filed). |
4200 Stone Road
Kilgore, Texas 75662
Attention: Robert D. Bondurant
Telephone: (903) 983-6200
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A- 2
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A- 3
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Securities and Exchange Commission registration fee | $ | 12,280 | ||
FINRA filing fee | $ | 40,500 | ||
Legal fees and expenses | $ | 150,000 | ||
Accounting fees and expenses | $ | 50,000 | ||
Printing and engraving expenses | $ | 75,000 | ||
Trustee’s fees and expenses | $ | 15,000 | ||
Miscellaneous | $ | 10,290 | ||
Total | $ | 353,070 | ||
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(a) | Exhibits.The following documents are filed as exhibits to this registration: |
Exhibit | ||
Number | Description | |
1.1* | Form of Underwriting Agreement. | |
3.1 | Certificate of Limited Partnership of Martin Midstream Partners L.P., dated June 21, 2002 (filed as Exhibit 3.1 to Martin Midstream Partners L.P.’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference). | |
3.2 | First Amended and Restated Agreement of Limited Partnership of Martin Midstream Partners L.P., dated November 6, 2002 (filed as Exhibit 3.1 to Martin Midstream Partners L.P.’s Current Report on Form 8-K, filed November 19, 2002, and incorporated herein by reference). | |
3.3 | Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of Martin Midstream Partners L.P., dated November 1, 2007 (filed as Exhibit 3.1 to Martin Midstream Partners L.P.’s Current Report on Form 8-K, filed November 2, 2007, and incorporated herein by reference). | |
3.4 | Certificate of Limited Partnership of Martin Operating Partnership L.P., dated June 21, 2002 (filed as Exhibit 3.3 to Martin Midstream Partners L.P.’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference). | |
3.5 | Amended and Restated Agreement of Limited Partnership of Martin Operating Partnership L.P., dated November 6, 2002 (filed as Exhibit 3.2 to Martin Midstream Partners L.P.’s Current Report on Form 8-K, filed November 19, 2002, and incorporated herein by reference). | |
3.6 | Certificate of Formation of Martin Midstream GP LLC, dated June 21, 2002 (filed as Exhibit 3.5 to Martin Midstream Partners L.P.’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference). | |
3.7 | Limited Liability Company Agreement of Martin Midstream GP LLC, dated June 21, 2002 (filed as Exhibit 3.6 to Martin Midstream Partners L.P.’s Registration Statement on Form S-1 (Red. No. 33-91706), filed July 1, 2002, and incorporated herein by reference). | |
3.8 | Certificate of Formation of Martin Operating GP LLC, dated June 21, 2002 (filed as Exhibit 3.7 to Martin Midstream Partners L.P.’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference). | |
3.9 | Limited Liability Company Agreement of Martin Operating GP LLC, dated June 21, 2002 (filed as Exhibit 3.8 to Martin Midstream Partners L.P.’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference). | |
4.1 | Specimen Unit Certificate for Common Units (contained in Exhibit 3.2) | |
4.2 | Specimen Unit Certificate for Subordinated Units (filed as Exhibit 4.2 to Amendment No. 4 to Martin Midstream Partners L.P.’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed October 25, 2002, and incorporated herein by reference). | |
4.3** | Form of Senior Indenture of Martin Midstream Partners L.P. | |
4.4** | Form of Subordinated Indenture of Martin Midstream Partners L.P. | |
4.5** | Form of Senior Indenture of Martin Operating Partnership L.P. | |
4.6** | Form of Subordinated Indenture of Martin Operating Partnership L.P. |
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Exhibit | ||
Number | Description | |
5.1** | Opinion of Baker Botts L.L.P. as to the legality of the securities registered hereby. | |
8.1** | Opinion of Baker Botts L.L.P. as to tax matters. | |
12.1** | Computation of ratio of earnings to fixed charges. | |
23.1** | Consent of Baker Botts L.L.P. (included in Exhibits 5.1 and 8.1). | |
23.2** | Consent of KPMG LLP. | |
23.3** | Consent of KPMG LLP. | |
23.4** | Consent of KPMG LLP. | |
24.1** | Power of Attorney (contained on signature page). | |
25.1* | Form T -1 Statement of Eligibility and Qualification respecting the Senior Indenture of Martin Midstream Partners L.P. | |
25.2* | Form T -1 Statement of Eligibility and Qualification respecting the Subordinated Indenture of Martin Midstream Partners L.P. | |
25.3* | Form T -1 Statement of Eligibility and Qualification respecting the Senior Indenture of Martin Operating Partnership L.P. | |
25.4* | Form T -1 Statement of Eligibility and Qualification respecting the Subordinated Indenture of Martin Operating Partnership L.P. |
* | To be filed by a post-effective amendment to this registration statement or as an exhibit to a current report on Form 8-K. | |
** | Filed herewith. |
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MARTIN MIDSTREAM PARTNERS L.P. | ||||||||
By: | Martin Midstream GP LLC | |||||||
Its General Partner | ||||||||
By: | /s/ Ruben S. Martin | |||||||
Title: President and Chief Executive Officer | ||||||||
MARTIN OPERATING PARTNERSHIP L.P. | ||||||||
By: | Martin Operating GP LLC. | |||||||
Its General Partner | ||||||||
By: | Martin Midstream Partners L.P. | |||||||
Its Sole Member | ||||||||
By: | Martin Midstream GP LLC | |||||||
Its General Partner | ||||||||
By: | /s/ Ruben S. Martin | |||||||
Name: Ruben S. Martin | ||||||||
Title: President and Chief Executive Officer |
Signature | Title | Date | ||
/s/ Ruben S. Martin | Chief Executive Officer, President and Director (Principal Executive Officer) | December 18, 2007 | ||
/s/ Robert D. Bondurant | Executive Vice President and Chief Financial Officer (Principal Financial Officer) | December 18, 2007 |
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Signature | Title | Date | ||
/s/ Wesley M. Skelton | Executive Vice President, Chief Administrative Officer and Controller (Principal Accounting Officer) | December 18, 2007 | ||
/s/ Scott D. Martin | Director | December 18, 2007 | ||
/s/ John P. Gaylord | Director | December 18, 2007 | ||
/s/ C. Scott Massey | Director | December 18, 2007 | ||
/s/ Howard Hackney | Director | December 18, 2007 |
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Exhibit | ||
Number | Description | |
1.1* | Form of Underwriting Agreement. | |
3.1 | Certificate of Limited Partnership of Martin Midstream Partners L.P., dated June 21, 2002 (filed as Exhibit 3.1 to Martin Midstream Partners L.P.’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference). | |
3.2 | First Amended and Restated Agreement of Limited Partnership of Martin Midstream Partners L.P., dated November 6, 2002 (filed as Exhibit 3.1 to Martin Midstream Partners L.P.’s Current Report on Form 8-K, filed November 19, 2002, and incorporated herein by reference). | |
3.3 | Amendment No. 1 to First Amended and Restated Agreement of Limited Partnership of Martin Midstream Partners L.P., dated November 1, 2007 (filed as Exhibit 3.1 to Martin Midstream Partners L.P.’s Current Report on Form 8-K, filed November 2, 2007, and incorporated herein by reference). | |
3.4 | Certificate of Limited Partnership of Martin Operating Partnership L.P., dated June 21, 2002 (filed as Exhibit 3.3 to Martin Midstream Partners L.P.’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference). | |
3.5 | Amended and Restated Agreement of Limited Partnership of Martin Operating Partnership L.P., dated November 6, 2002 (filed as Exhibit 3.2 to Martin Midstream Partners L.P.’s Current Report on Form 8-K, filed November 19, 2002, and incorporated herein by reference). | |
3.6 | Certificate of Formation of Martin Midstream GP LLC, dated June 21, 2002 (filed as Exhibit 3.5 to Martin Midstream Partners L.P.’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference). | |
3.7 | Limited Liability Company Agreement of Martin Midstream GP LLC, dated June 21, 2002 (filed as Exhibit 3.6 to Martin Midstream Partners L.P.’s Registration Statement on Form S-1 (Red. No. 33-91706), filed July 1, 2002, and incorporated herein by reference). | |
3.8 | Certificate of Formation of Martin Operating GP LLC, dated June 21, 2002 (filed as Exhibit 3.7 to Martin Midstream Partners L.P.’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference). | |
3.8 | Limited Liability Company Agreement of Martin Operating GP LLC, dated June 21, 2002 (filed as Exhibit 3.8 to Martin Midstream Partners L.P.’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed July 1, 2002, and incorporated herein by reference). | |
4.1 | Specimen Unit Certificate for Common Units (contained in Exhibit 3.2) | |
4.2 | Specimen Unit Certificate for Subordinated Units (filed as Exhibit 4.2 to Amendment No. 4 to Martin Midstream Partners L.P.’s Registration Statement on Form S-1 (Reg. No. 333-91706), filed October 25, 2002, and incorporated herein by reference). | |
4.3** | Form of Senior Indenture of Martin Midstream Partners L.P. | |
4.4** | Form of Subordinated Indenture of Martin Midstream Partners L.P. | |
4.5** | Form of Senior Indenture of Martin Operating Partnership L.P. | |
4.6** | Form of Subordinated Indenture of Martin Operating Partnership L.P. |
Table of Contents
Exhibit | ||
Number | Description | |
5.1** | Opinion of Baker Botts L.L.P. as to the legality of the securities registered hereby. | |
8.1** | Opinion of Baker Botts L.L.P. as to tax matters. | |
12.1** | Computation of ratio of earnings to fixed charges. | |
23.1** | Consent of Baker Botts L.L.P. (included in Exhibits 5.1 and 8.1). | |
23.2** | Consent of KPMG LLP. | |
23.3** | Consent of KPMG LLP. | |
23.4** | Consent of KPMG LLP. | |
24.1** | Power of Attorney (contained on signature page). | |
25.1* | Form T -1 Statement of Eligibility and Qualification respecting the Senior Indenture of Martin Midstream Partners L.P. | |
25.2* | Form T -1 Statement of Eligibility and Qualification respecting the Subordinated Indenture of Martin Midstream Partners L.P. | |
25.3* | Form T -1 Statement of Eligibility and Qualification respecting the Senior Indenture of Martin Operating Partnership L.P. | |
25.4* | Form T -1 Statement of Eligibility and Qualification respecting the Subordinated Indenture of Martin Operating Partnership L.P. |
* | To be filed by a post-effective amendment to this registration statement or as an exhibit to a current report on Form 8-K. | |
** | Filed herewith. |