Item 1.01 Entry into a Material Definitive Agreement
On
Under the terms of the Merger Agreement, at the effective time of the Merger
(the "Closing"), each issued and outstanding common unit of the Partnership (the
"Common Units"), other than those held by SCW and its permitted transferees (the
"Parent Units"), will be converted into the right to receive
The Conflicts Committee (the "Conflicts Committee") of the Board of Directors of the Partnership GP has (i) determined that the Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, are in the best interests of the Partnership and the Partnership's subsidiaries (including its unaffiliated unitholders), (ii) approved the Merger Agreement and the transactions contemplated thereby, including the Merger, such approval constituting the "Special Approval" as defined in the Partnership Agreement, and (iii) recommended that the Board of Directors of the Partnership GP approve the Merger Agreement and the transactions contemplated thereby.
Immediately following the execution of the Merger Agreement, SCW, as the record and beneficial owner of approximately 75% of the issued and outstanding Common Units, which constitutes a "Unit Majority" (as defined in the Partnership Agreement), delivered to the Partnership an irrevocable written consent (the "Unit Majority Written Consent") adopting the Merger Agreement and approving the transactions contemplated thereby, including the Merger.
The Merger Agreement contains customary representations and warranties from the
parties and each party thereto has agreed to customary covenants, including,
among others, covenants relating to the conduct of the business by the
Partnership and the Partnership GP during the interim period between the
execution of the Merger Agreement and the Closing. The Partnership GP has also
agreed to declare, and to cause the Partnership to pay, regular quarterly cash
distributions to the Partnership's unitholders during the pendency of the Merger
in the amount of available cash for each quarterly period, and to cause such
available cash amount to be sufficient to distribute to unitholders an amount
equal to or greater than
The obligation of the Partnership Parties, on the one hand, and the Parent
Parties, on the other hand, to consummate the Merger is subject to certain
customary conditions, including, among others: (1) there being no law,
injunction, judgment or ruling prohibiting consummation of the transactions
contemplated under the Merger Agreement or making the consummation of the
transactions contemplated thereby illegal; (2) subject to specified materiality
standards, the accuracy of certain representations and warranties of the other
parties set forth in the Merger Agreement as of the date of execution of the
Merger Agreement and as of the closing date; (3) compliance by the other parties
in all material respects with their covenants and obligations under the Merger
Agreement; and (4) the Partnership's information statement having been cleared
by the
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The Merger Agreement contemplates that the Closing will occur on the third business day after the satisfaction or waiver of the conditions to the Merger provided in the Merger Agreement (other than the conditions that by their nature are to be satisfied at the closing of the Merger); or at such other place, date and time as the Partnership and SCW may agree.
The Merger Agreement provides for certain termination rights for both SCW and the Partnership, including
? by the mutual written agreement of the Partnership (duly authorized by the
Conflicts Committee) and SCW;
? by either the Partnership (duly authorized by the Conflicts Committee) or SCW, . . .
Item 2.02 Results of Operations and Financial Condition.
In accordance with General Instruction B.2 to Form 8-K, the information provided under this Item 2.02 (including the exhibits referenced therein) shall be deemed to be "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act.
On
Item 5.07 Submission of Matters to a Vote of Security Holders
On
The information provided in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
In accordance with General Instruction B.2 to Form 8-K, the information provided under this Item 7.01 (including the exhibits referenced therein) shall be deemed to be "furnished" and shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall it be deemed incorporated by reference in any filing under the Securities Act or the Exchange Act. The furnishing of the information herein is not intended to, and does not, constitute a determination or admission by the Partnership that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Partnership or any of its affiliates
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Cautionary Statement Regarding Forward-Looking Statements
This Current Report includes "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995, Section 27A of the
Securities Act and Section 21E of the Exchange Act, including statements related
to the Partnership's expectations regarding the future. We have used the words
"expect," "intend," "may," "would," "plan" and similar terms and phrases to
identify forward-looking statements. Although we believe the assumptions upon
which these forward-looking statements are based are reasonable, any of these
assumptions could prove to be inaccurate and the forward-looking statements
based on these assumptions could be incorrect. Many of the factors that will
determine these results are beyond our ability to control or predict. These
factors include the information included in our public disclosures and the risk
factors described in Part I, Item 1A in our Annual Report on Form 10-K for the
year ended
Important Information About the Proposed Transaction
In connection with the proposed transaction, the Partnership will prepare an
information statement to be filed with the
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number Description 2.1 Agreement and Plan of Merger, datedFebruary 1, 2023 by, by and amongSisecam Chemicals Wyoming LLC ,Sisecam Chemicals Newco LLC ,Sisecam Resources LP andSisecam Resource Partners LLC .* 99.1 Press Release ofSisecam Chemicals Resources LLC andSisecam Resources LP datedFebruary 1, 2023 Announcing Entry Into an Agreement and Plan of Merger 99.2 Press Release ofSisecam Resources LP datedFebruary 1, 2023 Announcing Fourth Quarter and Year End Financial Results and Q4 2022 distributions Cover Page Interactive Data File (embedded within the Inline XBRL 104 document).
* Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5)
of Regulation S-K. The registrant hereby undertakes to furnish copies of any of
the omitted schedules and exhibits upon request by the
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