13D weekly report - Nov 25, 2024 to Nov 29, 2024

Investor Group Plans 24.9% Stock Purchase and Board Nominations at Farmers and Merchants Bancshares, Inc  (FMFG) for 2025

Key Summary: On November 27, 2024, Barry J. Renbaum and Carol E. Renbaum (the "Investor Group") confirmed their intent to purchase 24.9% of the common stock and nominate Carol E. Renbaum and Bryan M. Renbaum for the board in 2025.

Market Cap: $44 million| Farmers and Merchants Bancshares, Inc. operates as the bank holding company for Farmers and Merchants Bank 

On November 27, 2024, Barry J. Renbaum and Carol E. Renbaum (the “Investor Group”) confirm their intent to purchase 24.9% of the common stock to profit from its potential appreciation over five years. They also plan to nominate Carol E. Renbaum and Bryan M. Renbaum for the board in 2025. Source

Sincerity Australia Pty Ltd urged Stevia Corp (STEV) shareholders to remove Chairman Over Fraud Allegations

Key Summary: On November 25, 2024, Sincerity Australia Pty Ltd accused Chairman Kenneth Maciora of fraud and mismanagement, urging his removal, an interim Chairman, and stronger governance.

Market Cap: $1.6 million| Stevia Corp., a farm management and healthcare company, focuses on developing plant breeding and agricultural methodologies.

On November 25, 2024, Sincerity Australia Pty Ltd has filed an urgent communication to the shareholders, alleging fraudulent behavior and mismanagement by Chairman Kenneth Maciora. The allegations include a fraudulent $12,000 social media campaign for WNLV, where Maciora received payment but failed to deliver any results. Additionally, Maciora is accused of breaching his fiduciary duties to STEV by engaging in unethical activities outside the company, which could damage STEV's reputation and investor confidence. The proposal urges shareholders to support an independent investigation, the removal of Maciora as Chairman, and the appointment of an interim Chairman with integrity, along with stronger corporate governance measures. Source

Stadium Capital Management Voices Concerns Over Sleep Number's (SNBR) Long-Term Performance Following Governance Changes

Key Summary: Stadium Capital Management, holding 8.5% as of August 2023, expressed concerns over the company's long-term underperformance and the need for shareholder representation on the Board to improve governance and operations. By September, the firm criticized the Board for poor shareholder returns, capital allocation, and management oversight, requesting a meeting to discuss changes. Following a cooperating agreement in November 2023, the company added two new directors to its Board. Despite recent changes, Stadium Capital, now holding 11%, remains concerned about performance and plans to engage further on the need for additional reforms.

Market Cap: $332 million| Sleep Number Corporation, together with its subsidiaries, offers sleep solutions and services in the United States.

• On August 25, 2023, Stadium Capital Management (8.5%) stated that it is concerned with the company’s long-term underperformance and believe shareholder representation on the Board is needed to drive improvements to the governance, capital allocation and operations. Stadium Capital stated that it is  engaging in discussions with the Board and management regarding the composition of the Board and opportunities to enhance shareholder value. Source
• On September 13, 2023, Stadium Capital Management (9%) issued a letter and press release to the Board requesting a meeting with the independent directors to discuss the urgent need for shareholder-driven Board change. In the letter, Stadium Capital asserted that the Board has presided over abysmal shareholder returns, egregious capital allocation, poor corporate governance practices and questionable compensation decisions. Stadium Capital also expressed its views that the Board’s ineffective oversight has enabled management to let costs run out-of-control in pursuit of its wellness technology strategy. It has also expressed disappointment with the Board’s rejection of a good faith offer to collaborate on director refreshment, including adding its representative to the board.Valuation insight
• "Sleep Number spends 2x on R&D relative to Tempur Sealy even though Tempur Sealy generates, by our estimates, roughly 4x the retail sales of Sleep Number. Yet, based on our research, if Sleep Number spent proportionally the same amount on R&D as Tempur Sealy does, Sleep Number’s 2023 expected EPS would double." 
• On November 7, 2023, Stadium Capital Management entered into a cooperating agreement with the company and pursuant to it, the company agreed to add Stephen Macadam and Hilary Schneider (the “New Directors”) to its Board. Source
• On October 30, 2024, the company announced Board and corporate governance changes.
• On November 4, 2024, Stadium Capital Management (11%) expressed concerns about the company's long-term performance despite recent leadership and governance changes. The firm intends to engage with the company and other stakeholders to evaluate the need for further changes. Source
• On November 25, 2024, Stadium Capital Management issued a press release and open letter to the  shareholders. In the November 25th Letter, Stadium Capital expressed their views regarding the company’s need for a reconstituted Board and independent CEO search process. Stadium Capital also called on the company to collaborate with them to add new directors to the Board, appoint an Executive Chairman and ensure a wholly independent CEO search process to identify the company’s next leader. Stadium Capital concluded the Letter by making clear that they intend to nominate several exceptionally qualified directors for election at the 2025 AGM if the Board remains unwilling to engage constructively with them on changes they believe are necessary to unlock value at the company.

Shareholders rejected Starboard's Proposal to Collapse Dual-Class Share Structure at News Corp (NWS)

Key Summary: On September 9, 2024, Starboard Value proposed eliminating News Corp’s dual-class share structure, criticizing the governance issues related to the Murdoch family's super-voting rights. They planned to file a proxy statement and seek shareholder support for this change. At the AGM held on November 20, 2024, shareholders rejected a proposal by Starboard Value to collapse the dual-class share structure. 

Market Cap: $15 billion| News Corporation, a media and information services company, creates and distributes authoritative and engaging content, and other products and services for consumers and businesses worldwide.

• On September 9, 2024, Starboard Value announced it had sent a letter to News Corp shareholders proposing the elimination of the company’s dual-class share structure. Starboard criticized News Corp’s governance, highlighting issues with the Murdoch family's super-voting rights and internal family conflicts. The letter argued that extending these rights was unreasonable and exacerbated the company's valuation discount. Starboard planned to file a proxy statement with more details and sought shareholder support to address these governance concerns.
• On September 20, 2024, Starboard Value (4.6%) filed proxy materials seeking stockholder approval for a non-binding proposal at the 2024 Annual Meeting to eliminate News Corp’s dual-class share structure, allowing each share to have one vote. They believe this change will enhance shareholder value and governance. The Annual Meeting will also address the election of director nominees, the ratification of the accounting firm, and advisory votes on executive compensation and the dual-class proposal. Source
• On October 9, 2024, Starboard Value (4.6%) filed proxy materials seeking stockholder approval for its proposals.
• On November 7, 2024, Starboard issued a press release announcing that ISS, Glass Lewis and Egan-Jones recommended shareholders vote FOR Starboard’s proposal to collapse the dual-class share structure at the company’s upcoming 2024 AGM. 
• At the AGM held on November 20, 2024, shareholders rejected a proposal by Starboard Value to collapse the dual-class share structure. Past
• In October 2023, Starboard Value issued a presentation suggesting that News Corp should consider spinning off its online property businesses, estimating it could generate a $7 billion windfall for the company. Starboard believes that News Corp's current valuation of $12.6 billion "does not make sense" and suggests breaking up the business to increase shareholder value. The hedge fund sees potential in separating the digital real estate assets, such as Move Inc and REA Group, through a tax-free spin-off, which could lead to a significant increase in the company's share price.

Biglari Capital's nominees were not elected to the Board of Cracker Barrel  Old Country Store (CBRL)

Key Summary: On August 16, 2024, Biglari Capital Corp (9%) nominated Board candidates to Cracker Barrel Old Country Store, Inc. At the AGM held on November 21, 2024, shareholders re-elected all the company's director nominees. Biglari's nominees were not elected to the Board.

 Market Cap: $1 billion| Cracker Barrel Old Country Store, Inc. develops and operates the Cracker Barrel Old Country Store concept in the United States.

Background: 

• Biglari lost five proxy campaigns to elect directors in the FY 2011, 2012, 2013, 2014 and 2020
• On November 5, 2021, Biglari Capital Corp (8.7%) issued a letter to shareholders expressing its concerns on the performance of the company that it has lagged behind both the peer median and the S&P MidCap 400 Index since the onset of Covid-19 and since the 2020 shareholder meeting held on November 19, 2020. Further, it urged that the Board should consider a more aggressive dividend payout policy.
• On December 14, 2021, Biglari Capital Corp (8.7%) issued a letter to shareholders expressing its concerns on the performance of the company  It urged that the Board should consider a more aggressive dividend payout policy.
• On June 6, 2022, Biglari Capital Corp (8.8%) issued a letter to shareholders reiterating its concerns.
• On August 18, 2022, Biglari Capital Corp (8.8%) delivered a letter to the company nominating Jody L. Bilney and Kevin M. Reddy for election to the Board at the 2022 AGM. Source
• On September 28, 2022, Biglari Capital Corp entered into an agreement with the company, leading to the expansion of the Board from ten to eleven members and the appointment of their nominee, Jody L. Bilney. Source

Update:

• On August 16, 2024, Biglari Capital Corp (9%) nominated Milena Alberti-Perez, Julie Atkinson, Sardar Biglari, and Michael W. Goodwin for election to the Board at the 2024 annual meeting. On August 18, 2024, they submitted a supplemental nomination for Michelle Frymire, bringing the total number of nominees to five. Source
• On September 23, 2024, Biglari Capital Corp (9.3%) filed proxy materials seeking support for its nominees.
• On September 23, 2024, Biglari Capital Corp withdrew their nomination of Julie Atkinson and Michelle Frymire as nominees for election at the Annual Meeting. With the withdrawal, Biglari Capital Corp intend to solicit proxies to elect the remaining Nominees to the Board at the Annual Meeting. Source
• On October 1, 2024, Biglari Capital Corp filed proxy materials seeking support for its nominees.
• On October 8, 2024, Biglari Capital Corp. issued a letter to shareholders expressing concern over the company's declining market value, which has dropped over $2.9 billion since 2019. Despite ownership of 2,069,141 shares and attempts to highlight management failures, the Board's appointment of CEO Julie Felss Masino and her transformation plan have not restored confidence, leading to a 50.9% decrease in share price since her appointment. Biglari criticized the Board for its poor capital allocation decisions, including costly new stores and unsuccessful brand launches, which have resulted in significant losses. He emphasized the need for a Board overhaul and proposed focusing on core operations, halting new store openings, and improving existing store performance to regain customer traffic.
• On October 24, 2024, Biglari released an investor presentation titled 'Cracker Barrel is in Crisis,' reiterating its concerns and seeking votes for its nominees.
• On October 31, 2024, Biglari issued an additional Investor Presentation, "Setting the Record Straight" asserting that their nominees seek to collaborate rather than control, with no intention of executive roles.
• On November 12, 2024, Biglari Capital Corp issued a press release announcing that Glass Lewis recommended that shareholders vote for two of Biglari capital's nominees and ISS recommends shareholders vote for one of Biglari capital's nominees
• On November 13, 2024, Biglari Capital Corp, in a letter to the shareholders, highlighted a significant decline in the company's stock value, with a $100 investment in January 2019 now worth only $30. He argued that the current board, including Carl Berquist and Meg Crofton, was responsible for a 70% loss and had failed to turn the company around. He urged shareholders to vote for them, warning that without change, the company risked further losses.
• At the AGM held on November 21, 2024, shareholders re-elected all the company's director nominees. Biglari's nominees were not elected to the Board.

Global Value Investment Corp reches agreement with Rocky Mountain Chocolate Factory (RMCF)

Key Summary: On October 29, 2024, Global Value Investment Corp held a telephonic meeting with some directors of the company, requesting the resignation of certain directors and governance rights proportional to their stock ownership, with no agreement reached, potentially revising their plans for the 2025 annual meeting. GVIC had previously nominated five candidates for the board, proposing to repeal bylaw amendments made without shareholder approval since December 2019, while seeking to implement an operational plan to enhance the company’s retail franchise and governance. Meanwhile, AB Value Management, having significant stakes, engaged in a series of nominations and agreements with the company, focusing on improving corporate governance and expressing concerns about the board's effectiveness, ultimately leading to the election of some of their nominated directors and a subsequent settlement agreement to appoint a qualified female director. On November 26, 2024, Global Value Investment Corp (25%) entered into a cooperation agreement with the company.

Market Cap: $20 million | Rocky Mountain Chocolate Factory, Inc., together with its subsidiaries, operates as a confectionery franchisor, manufacturer, and retail operator.

• On October 29, 2024, Global Value Investment Corp ("GVIC") held a telephonic meeting with some directors of the company and sent a letter requesting the resignation of certain directors and governance rights proportional to their Common Stock ownership. No agreement has been reached, and they may revise their plans, including nominating directors for the company's 2025 annual meeting.
• On November 26, 2024, Global Value Investment Corp (25%) entered into a cooperation agreement with the company granting GVIC the right to designate one Board member, initially Melvin Keating, with replacement rights. The Company and GVIC also agreed to mutually select an independent director, initially Al Harper. The Board will be capped at seven members until the 2027 annual meeting. During this period, GVIC will vote in favor of Board nominations and against proposals to remove Board members, while adhering to standstill provisions, including restrictions on stockholder proposals, Board representation, and ownership exceeding 29.9%. If GVIC’s ownership drops below 10%, Mr. Keating will offer to resign from the Board, and the agreement includes non-disparagement clauses and mutual releases.PastGlobal Value Investment Corp
  • On June 24, 2021, Global Value Investment Corp (GVIC) (5.86%) nominated five candidates for election to the board. The Nomination Notice also includes a proposal concerning the repeal of any provision or amendment to the company's bylaws adopted by the board without stockholder approval after December 6, 2019. GVIC believes that the Common Stock is undervalued and that the election of the Nominees to the board will be enable the company to effect an operating plan developed by GVIC designed to:
  • expand the company's North American retail franchise and distribution footprint
  • enhance the company's franchisee support system
  • contemporize and simplify the company's franchise agreement
  • assess the company's corporate function and manufacturing operations
  • evaluate the company's wholly owned subsidiary, U-Swirl International, Inc., and develop a plan to rehabilitate or dispose of it
  • refocus the company's capital allocation strategy and align executive compensation with clear goals centered around returns on shareholder capital; and
  • improve the company's corporate governance practices
• On August 12, 2021, the company announced that it had reached a cooperation agreement with Global Value Investment Corp (8.10%). Pursuant to the agreement, the board appointed Jeffrey R. Geygan, CEO and President of Global Value Investment Corp, to serve as a member of the board with a term expiring at the 2021 AGM.AB Value-Radoff Group
• On December 3, 2019, AB Value Management (7.68%) entered into a cooperation agreement with the company, and pursuant to it, the company agreed to nominate two candidates of AB Value Management for election to the board at the Annual Meeting. 
• On June 16, 2021, AB Value Management (7.52%) began discussions with the company regarding desired changes to its Board membership, structure, management, and strategy. Further it stated that if sufficient changes are not made, AB Value Management intends to nominate and seek to elect additional persons to the board at the 2021 AGM. AB Value Management believes that the shares are significantly undervalued and believes that the transformation of the board will be the initial step towards rectifying the company's operating margins and revenue growth. Representatives of AB Value Management appointed to the Board in December 2019 still serve on the board. Source
• On June 28, 2021, AB Value Management (7.52%) delivered a letter to the company (i) nominating a slate of five (5) director candidates, including Mr. Berger, Ms. Thompson, Mr. Riegel, Ms. Taylor and Ms. Parish, for election to the board at the 2021 AGM and (ii) submitting a business proposal for consideration by stockholders at the 2021 AGM. Source
• On July 21, 2021, the company announced corporate governance and leadership changes in response to discussions with it shareholders. The board committed to separate the roles of Chairperson of the Board and CEO. Additionally, in connection with the separation of the Chairperson and CEO roles, the board has begun the process to engage an executive search firm to assist in identifying a new CEO for the company. It is expected that Mr. Merryman will continue in an executive role with the company following the appointment of a new CEO.
• On August 3, 2021, AB Value Management (7.51%) commented on a number of recent announcements by the company that, in AB Value's view, raise serious additional concerns about the Company's Board, poor governance and management, which continue to harm shareholders.
• On August 15, 2021, AB Value, Bradley Radoff and the Nominees entered into a Joint Filing and Solicitation Agreement in which the filers agreed to solicit proxies or written consents for proposals submitted to stockholders for approval and the election of the Nominees at the 2021 AGM and AB Value agreed to bear all- preapproved expenses incurred by the parties in connection with the Joint Solicitation. Source
• On September 20, 2021, AB Value, Bradley Radoff and the Nominees issued a presentation soliciting votes for the election of their slate of director nominees at the 2021 AGM.
• On September 23, 2021, AB Value announced that AB Value has filed a lawsuit in the Court of Chancery of the State of Delaware against the company and certain members of its board seeking to rescind and declare invalid the board's resolutions shrinking the number of board seats up for election from seven to six right before the company's 2021 AGM.
• On September 3, 2021, AB Value, Bradley Radoff and the Nominees filed proxy materials nominating seven candidates to the board at the upcoming annual meeting of shareholders.
• On September 13, 2021, AB Value, Bradley Radoff and the Nominees filed proxy materials seeking support for their nominees.
• On September 20, 2021, AB Value, Bradley Radoff and the Nominees issued a presentation soliciting votes for the election of their slate of director nominees at the 2021 AGM.
• On September 22, 2021, AB Value Management announced that it has filed a lawsuit in the Court of Chancery against the company and certain members of its board seeking to rescind and declare invalid the board's resolutions shrinking the number of board seats up for election from seven to six right before the company's 2021 AGM.
• On September 27, 2021, AB Value Management has acknowledged that  ISS has recommended its clients vote on the BLUE proxy card to elect each of the Concerned Shareholders of Rocky Mountain's candidates—Andrew T. Berger, Mark Riegel, Sandra Elizabeth Taylor and Rhonda J. Parish—and for the group's proposal to redeem any poison pill previously issued and to abstain from adopting or extending future any poison pill absent shareholder approval within the previous 12 months (the "Poison Pill Redemption Proposal"). Glass Lewis also recommended that shareholders vote for Mr. Riegel and Ms. Taylor, and for the Poison Pill Redemption Proposal on the BLUE proxy card. Source
• On October 4, 2021, AB Value Management commented on the company's desperate last-minute rescindment of its poison pill (which originated in the 1990s), merely four days before the company's 2021AGM scheduled for October 6, 2021. "Although we welcome the termination of such a shareholder-unfriendly device, this decision by the Company's Board of Directors (the 'Board') deserves no applause. AB Value has been urging the board to redeem the pill since its first proxy contest against the company nearly 2.5 years ago. Only after unrelenting pressure from us and the proxy advisory firms, the board rescinded the poison pill," commented Andrew T. Berger, managing member of AB Value. Source
• At the AGM held on October 6, 2021, stockholders have voted to elect four directors nominated by the company: Brett Seabert, Jeffrey Geygan, Gabriel Arreaga, and Elisabeth Charles; and two directors nominated by AB Value Management LLC. Source
• On May 12, 2022, AB Value Management (7.5%) delivered a letter to the company providing notice of nomination of Mr. Berger for election as director to be included in the proxy statement in connection with the company's 2022 annual meeting of stockholders  Source
• On May 27, 2022, AB Value Management and Bradley L. Radoff (together 17.4%) entered into a Joint Filing and Solicitation Agreement and nominate Andrew T. Berger, Mary Bradley, Richard Degnan, Correne S. Loeffler, Suchit Majmudar and Bradley L. Radoff for election to the board at the 2022 annual meeting of stockholders. Source
• On July 1, 2022, AB Value Partners delivered a letter to the company withdrawing its nomination of Andrew T. Berger, Richard Degnan, Suchit Majmudar and Bradley L. Radoff for election to the board at the Annual Meeting. AB Value Partners and Mr. Radoff intend to file a definitive proxy statement with the SEC to solicit proxies to elect Mary Bradley and Correne Loeffler to the board at the Annual Meeting. Source
• On July 19, 2022, AB Value Partners filed proxy materials seeking support for its nominees.
• On July 20, 2022, AB Value Partners announced that it has modified its slate and is now seeking to elect just one highly qualified and independent candidate – Mary Bradley – to the Company's Board of Directors 
• On July 21, 2022, AB Value Partners filed proxy materials seeking support for its nominee.
• On July 29, 2022, AB Value Management LLC and Bradley L. Radoff issued the following statement, " Earlier this week, our representative informed Rocky Mountain's legal counsel that we agree to all of the company's latest publicly disclosed settlement terms. The framework we have agreed to provides for the addition of our nominee to the Board of Directors and other customary terms. By compromising with Rocky Mountain, we hope to facilitate improved corporate governance and enhanced value creation over the long-term. We intend to engage in good faith to expeditiously finalize a cooperation agreement that can benefit all of the company's stockholders." Source
• On August 3, 2022, AB Value-Radoff Group stated that the company issued a false and misleading press release claiming that the AB Value-Radoff Group made an "illusory proposal with a brand-new last-minute candidate (their seventh so far) who was not included in any of AB Value's prior nomination or proxy materials. Also, the group suggested another highly-qualified female candidate as a potential mutually agreed upon nominee in response to the company's request for a good faith proposal to reach a settlement after it disparaged its current nominee." Source
• On August 4, 2022, AB Value Partners filed proxy materials seeking support for its nominee.
• On August 8, 2022, AB Value Partners filed proxy materials seeking support for its nominee. Also, it announced that ISS has recommended the stockholders vote on the BLUE proxy card to elect the AB Value-Radoff Group’s independent nominee. Source
• On August 10, 2022, AB Value Partners announced that Glass, Lewis & Co has recommended the Company’s stockholders vote on the BLUE proxy card to elect the AB Value-Radoff Group’s independent nominee.
• On August 13, 2022, AB Value-Radoff Group entered into a cooperation agreement with the company and pursuant to it, the company agreed to appoint Mary Bradley to the Board. Subsequently, AB Value-Radoff Group irrevocably withdrew its nomination notice in connection with the 2022 Annual Meeting.
• On August 16, 2022, the company announced that AB Value-Radoff Group unexpectedly notified the Company that Mary Bradley will not serve on the Board.
• On September 6, 2022, AB Value-Radoff Group provided notice to the company of termination of the Cooperation Agreement.  It stated that as of September 6, 2022, the company failed to cure its material breaches of the Cooperation Agreement. Source
• On September 29, 2022, Bradley L. Radoff (9.9%) issued a press release regarding the decision by the Company’s Board to initiate litigation against himself, Andrew T. Berger, AB Value Partners LP, AB Value Management LLC and former director candidate Mary Bradley: In the Press Release, he expressed his extreme disappointment at the company’s low-road tactics and stated that such tactics will not silence him as he fully intends to nominate a full slate of director candidates for election at the next annual meeting of stockholders. He further cautioned the Board against authorizing any dilutive actions for an improper purpose or further mistreating female directors and candidates.
• On December 14, 2022, the AB Value-Radoff Group entered into a Settlement Agreement with the company and pursuant to it, the AB Value-Radoff Group may designate a female director candidate (the "New Director") who has at least 5 years of fast-moving consumer goods franchise operational experience and 3 years of prior public company board experience. The New Director must also qualify as an independent director under Rule 5605 of the Nasdaq Listing Rules, subject to the Board’s reasonable approval. The company agreed, among other things, to appoint the New Director to the Board within 10 business days following the New Director’s satisfactory completion of certain customary onboarding requirements, and the term of the New Director will expire at the 2023 Annual Meeting. The company further agreed (i) to nominate the New Director for election at the 2023 Annual Meeting and the company’s 2024 annual meeting of stockholders and (ii) that the Board will take the necessary steps to appoint the New Director to the Nominating and Corporate Governance Committee and Audit Committee of the Board, subject to the Board’s reasonable approval and the New Director’s qualifications to serve on such committees under applicable rules and regulations.

Nut Tree and Caspian Oppose Sale of Martin Midstream Partners (MMLP) to MRMC

Key Summary: On October 22, 2024, Nut Tree Capital Management L.P. and Caspian Capital L.P. announced their opposition to the proposed sale of Martin Midstream Partners L.P. (MMLP) to Martin Resource Management Corporation (MRMC) for $4.02 per common unit not owned by MRMC.

Market Cap: $155 million | Martin Midstream Partners L.P., together with its subsidiaries, provides terminalling, processing, storage, and packaging services for petroleum products and by-products primarily in the United States. 

• On October 22, 2024, Nut Tree Capital Management L.P. and Caspian Capital L.P. announced their opposition to the proposed sale of Martin Midstream Partners L.P. (MMLP) to Martin Resource Management Corporation (MRMC) for $4.02 per common unit not owned by MRMC. Together, Nut Tree and Caspian hold approximately 13.2% of MMLP's outstanding units and are aligned with unaffiliated unit holders to protect the company's long-term value. They believe the sale price undervalues MMLP and that MRMC would benefit disproportionately if the merger proceeds. Nut Tree and Caspian plan to file a proxy statement with the SEC to solicit votes against the transaction at the upcoming special meeting. Source 
• On November 1, 2024, Nut Tree Capital Management L.P. and Caspian Capital L.P  filed proxy materials strongly opposing the Merger and urge MMLP unitholders to vote “AGAINST” the MMLP Merger Proposals because they believe that the Merger dramatically undervalues the Company and is not in the best interests of MMLP unitholders. 
• On November 29, 2024, Nut Tree Capital Management and Caspian Capital reiterated MMLP unitholders to vote against the company's proposed merger with insider-controlled Martin Midstream Resource Corporation (MRMC) at the upcoming special meeting on December 30, 2024. They argue the $4.02 per unit offer is significantly undervalued, with their analyses suggesting MMLP's true worth is far higher—ranging from $6.90 to over $15 per unit. They criticize the flawed valuation process, the merger's unfair benefit to MRMC insiders, and the lack of consideration for alternative offers. Source