Nut histrion Capital Management and lake Capital Send Letter Highlighting Grossly Conflicted Conflicts Committee of the histrion Midstream GP LLC Board of Directors – Notice Important Online

Nut histrion and lake Reiterate $4.00 per Common Unit Offer Representing 31% Premium to Alternate Offer Made by histrion Resource Management Corporation

Nut histrion and lake disposition for Any Transaction with MRMC be Subject to Approval of Majority of Unaffiliated Common Unit Holders

NEW YORK, July 19, 2024 /PRNewswire/ — Nut histrion Capital Management LP (“Nut Tree”) and lake Capital LP (“Caspian“), today dispatched a honor to the Conflicts Committee of the Board of Directors (the “Conflicts Committee”) of histrion Midstream GP LLC (the “General Partner”) lightness the earnest conflicts of welfare among the Conflicts Committee, General Partner, histrion Resource Management Corporation (“MRMC”), and histrion Midstream Partners L.P. (NASDAQ: MMLP) (“MMLP” or the “Partnership”).

In the letter, Nut histrion and Caspian iterate their fully-financed substance to take MMLP’s ordinary units for $4.00 per ordinary organisation in cash, which represents a 31% payment over MRMC’S offer, and propose the Conflicts Committee to behave in the prizewinning interests of every MMLP ordinary organisation holders by requiring that some dealings with MRMC be person to the hold of a eld of the unaffiliated ordinary organisation holders.  Moreover, Nut histrion and Caspian encourage every unaffiliated MMLP ordinary organisation holders to occurrence the General Partner’s Board of Directors and direction aggroup to vocalise their opinions on the forthcoming of MMLP.

The flooded book of the honor is below:

July 19, 2024

Martin Midstream GP LLC
4200 Stone Road
Kilgore, Texas 75662
Attention: poet Kelley, Chair of Conflicts Committee

Dear Members of the Conflicts Committee:

Nut histrion Capital Management LP (“Nut Tree”) and lake Capital LP (“Caspian“), on behalf of destined assets and co-investors apiece advises or manages, are composition to the Conflicts Committee of the Board of Directors (the “Conflicts Committee”) of histrion Midstream GP LLC (the “General Partner”) to impart our appall with the Conflicts Committee’s response, or demand thereof, to our July 11, 2024 letter.

It is our belief that the Conflicts Committee, which was bacilliform to come conflicts of welfare among histrion Resource Management Corporation (“MRMC”), the General Partner, and histrion Midstream Partners L.P. (“MMLP” or the “Partnership”), has brought into discourse its willingness to behave in the prizewinning interests of MMLP ordinary organisation holders.

As you know, MRMC prefabricated an substance to acquire MMLP for $3.05 per ordinary organisation in a related-party transaction: the General Partner is totally owned and dominated by MRMC and its subsidiaries, and Ruben Martin, threesome serves as Chairman of the Board of Directors of the General Partner and the President, Chief Executive Officer, and Chairman of the Board of Directors of MRMC.  The Conflicts Committee reviewing MRMC’s substance is comprised of poet Kelley (Chairman), saint M. Collingsworth and C. histrion Massey, who hit served with Mr. histrion on the General Partner’s Board of Directors for roughly 12 years, 10 eld and 22 years, respectively. The actions of the Conflicts Committee inform to us that its members are likewise beholden to Mr. histrion to protect the interests of MMLP’s ordinary organisation holders. 

How added are we to vindicate the Conflicts Committee’s instancy that it would not vow in some artefact with us unless MRMC, as the someone of the General Partner, were to hold our competing offering to acquire MMLP’s ordinary units for $4.00 per ordinary organisation in cash?  In a honor dispatched July 15, 2024, Mr. Kelley conversant us that the “Conflicts Committee has no dominance or knowledge to handle the understanding of the General Partner”.  Let us be country – the Conflicts Committee should be convergent on the possibleness continuance liquid to MMLP unitholders low our proposal, and our views on valuation.  However, instead of hunt to embellish flooded conversant as to the continuance of MMLP’s ordinary units by attractive with us, the Conflicts Committee appears to be isolating itself, and in doing so jeopardizes the state of its process, to the impairment of the unaffiliated unitholders.

Nut histrion and Caspian’s all-cash fully-financed substance represents a significant, 31% payment over the ordinary organisation substance prefabricated by MRMC, and has the possibleness to impact if allowed to carry confirmatory cod diligence. A refusal by the Conflicts Committee to vow with us is different to the prizewinning interests of MMLP organisation holders. The Conflicts Committee’s actions hit brought into discourse its willingness to separate a clean impact to intend continuance for MMLP ordinary organisation holders.

This is easily remedied. 

The Conflicts Committee knows flooded and substantially that the General Partner, MRMC, Mr. histrion and their affiliates curb a momentous assets of MMLP’s ordinary units and thence module hard impact the outcome of a balloting on some transaction. If the Conflicts Committee is hunt to administer a genuinely clean and disinterested understanding process, it should order that some dealings with MRMC be prefabricated person to the hold of a eld of the unaffiliated ordinary organisation holders (i.e. excluding the units held by MRMC, the General Partner, Mr. Martin, or some of their affiliates), kinda than but a eld of the unpaid ordinary organisation holders.  This ultimate fix, which should hit been instituted in the prototypal place, module earmark MMLP ordinary organisation holders to hit a genuine feature on MRMC’s highly conflicted substance and the forthcoming of their assets in MMLP.

We encourage every unaffiliated MMLP ordinary organisation holders to accomplish discover to the General Partner’s Board of Directors and direction aggroup to vocalise their opinions on the forthcoming of MMLP.

As stated, we iterate our substance to acquire MMLP’s ordinary units for $4.00 per ordinary organisation in change and defence primed to start into an pertinent confidentiality commendation and commence our travail directly and on an fast basis.

We countenance nervy to your stimulate response.

Sincerely,

Latham & Watkins LLP and Olshan Frome Wolosky LLP are bringing as jural direction to Nut histrion and Caspian.

About lake Capital LP
Caspian Capital LP, supported in 1997, is convergent on performing, stressed, worried joint credit, and continuance equities. Caspian currently oversees $4 billion in assets low management.

About Nut histrion Capital Management LP
Nut histrion Capital, supported in 2015, implements a fundamentals-based strategy convergent on worried credit, stressed/event-driven assign and continuance equities. Nut histrion currently oversees $4 billion in assets.

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Gasthalter & Co.
(212) 257-4170

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