Item 1.01. Entry into a Material Definitive Agreement.
On
In addition to refining assets, the transaction will include the acquisition by the Company of approximately 3.2 million barrels of inventory and product storage, logistics and distribution assets, together with more than 800+ acres of developed and undeveloped land.
The initial base purchase price for the assets is
In connection with Vertex Operating's execution of the Sale and Purchase
Agreement, and as a required term and condition thereof, Vertex Operating
provided the Seller a promissory note in the amount of
In the event of the closing of the transactions contemplated by the Sale and Purchase Agreement, the funded portion of the Deposit Note, and any interest thereon (the "Deposit") is credited against the purchase price due to the Seller. In the event the Sale and Purchase Agreement is terminated the Deposit is non-refundable except as more particularly described in the Sale and Purchase Agreement, which provides that in some circumstances the Company may receive a complete refund of the Deposit or must pay a portion of (or in some cases all) the costs for the Swapkit (defined below) and/or the audit of the Seller's operations, to the extent requested by the Company.
The Sale and Purchase Agreement is subject to termination prior to closing under
certain circumstances, and may be terminated: at any time prior to the closing
date by the mutual consent of the parties; by Vertex Operating or Seller in the
event the closing has not occurred by
The Sale and Purchase Agreement provides that if all conditions to closing are
satisfied other than government approvals and required permits and
registrations, then the Outside Date is extended to such date as the parties
mutually agree; provided, however, in the event the parties do not mutually
agree, then the Outside Date is automatically extended to
The Sale and Purchase Agreement contemplates the Company and the Seller entering into various supply and offtake agreements at closing.
The Mobile Acquisition is expected to close near the end of the third quarter of 2021, subject to satisfaction of customary closing conditions, including the expiration or termination of the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the absence of legal impediments prohibiting the Mobile Acquisition, receipt of regulatory approvals and required consents, absence of a material adverse effect and the Company raising sufficient cash to pay such aggregate purchase price. The Company anticipates financing the transaction through the entry into a debt facility and funds generated through the sale of common equity. The Company has not entered into any agreements regarding such fundings to date, and such fundings may not be available on favorable terms, if at all. The Company may also generate cash through asset divestitures. The conditions to the closing of the Mobile Acquisition may not be met, and such closing may not ultimately occur on the terms set forth in the Sale and Purchase Agreement, if at all.
Vertex Operating and the Seller have made customary representations and warranties and have agreed to customary covenants in the Sale and Purchase Agreement, including the agreement of the Seller, subject to certain exceptions, to conduct the businesses being acquired in the ordinary course, to use commercially reasonable efforts to preserve the assets and to refrain from engaging in certain activities during the period from the execution of the Sale . . .
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information in Item 1.01 above regarding the Deposit Note, is incorporated into this Item 2.03 in its entirety by reference.
Item 7.01. Regulation FD Disclosure.
On
The information in this Item 7.01 is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Items 7.01 (including Exhibit 99.1 and 99.2) of this report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in this report is not intended to, and does not, constitute a determination or admission by the Company 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 Company or any of its affiliates.
Forward-Looking Statements
Statements contained in Exhibits 99.1 and 99.2 to this report relating to future
plans, results, performance, expectations, achievements and the like are
considered "forward-looking statements" within the meaning of the Private
Securities Litigation Reform Act of 1995. These forward-looking statements
include, without limitation, the completion of the Mobile Acquisition on
anticipated terms and timing, if at all, including obtaining regulatory
approvals, unforeseen liabilities, future capital expenditures, the ability to
recognize synergies, and the ability of
associated with the Mobile Acquisition; our ability to raise sufficient capital
to complete the Mobile Acquisition and the planned renewable diesel project and
the terms of such funding; the occurrence of any event, change or other
circumstances that could give rise to the parties failing to complete the Mobile
Acquisition on the terms disclosed, if at all, the right of one or both of the
Company or the Seller to terminate the acquisition agreement and the result of
such termination, including a termination fee of
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description
2.1+£ Sale and Purchase Agreement dated
Operating Company LLC andEquilon Enterprises LLC d/b/aShell Oil Products US and/orShell Chemical LP and/orShell Oil Company
10.1
fromVertex Energy Operating LLC , datedMay 26, 2021
10.2+ Swapkit Purchase Agreement entered inot between
Operating, LLC andEquilon Enterprises LLC d/b/aShell Oil Products US , datedMay 26, 2021
99.1 Press Release, dated
99.2 Presentation materials, dated
+ Certain schedules and exhibits have been omitted pursuant to Item 601(a)(5) of
Regulation S-K. A copy of any omitted schedule or exhibit will be furnished
supplementally to the
£ Certain confidential portions of this Exhibit were omitted by means of marking such portions with brackets ("[****]") because the identified confidential portions (i) are not material and (ii) the Company customarily and actually treats that information as private or confidential.
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