Vertex Energy Announces Key Step in Strengthening Balance Sheet Position with Private Exchange of Approximately $79.95 Million of 6.25% Convertible Notes Due 2027
07 Junio 2023 - 10:06PM
Business Wire
Vertex Energy, Inc. (NASDAQ: VTNR) ("Vertex" or “the Company"),
a leading specialty refiner and marketer of high-quality refined
products, today announced that the Company has entered into
privately negotiated exchange agreements with certain holders of
its 6.25% Convertible Senior Notes due 2027 (the “Existing Notes”)
to exchange approximately $79.9 million aggregate principal amount
of the Existing Notes held by such holders (the “Exchanges”) for an
aggregate of approximately 17.2 million newly issued shares of
Vertex common stock, pursuant to an exemption from registration
provided in Section 4(a)(2) of the Securities Act of 1933, as
amended. After the closing of the Exchanges, which is expected to
occur on or around June 12, 2023, subject to customary closing
conditions, approximately $15.2 million aggregate principal amount
of the Existing Notes will remain outstanding. The Exchanges could
affect the market price of Vertex’s common stock.
"The exchange of a significant portion of our outstanding
convertible notes reflects the continued execution of our
comprehensive strategic transition of the company into the Vertex
of the future. This transaction enhances our financial flexibility
and is a key step in improving our balance sheet position,
following our transformational Mobile refinery acquisition," said
Benjamin P. Cowart, Chairman and Chief Executive Officer of Vertex,
who continued, "Our actions are expected to drive significant
interest savings and help to preserve cash, enhancing our financial
position as we further develop and expand our renewable fuels
strategy."
Oppenheimer & Co. Inc. and ICR Capital LLC acted as
financial advisors in connection with the Exchanges. The Loev Law
Firm, PC acted as legal counsel to the Company, with Cooley LLP
acting as legal counsel to Oppenheimer & Co. Inc.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy the Existing Notes, shares of the
Company’s common stock or any other securities and shall not
constitute an offer, solicitation or sale in any jurisdiction in
which such offering, solicitation or sale would be unlawful.
ABOUT VERTEX ENERGY
Vertex Energy is a leading energy transition company that
specializes in producing both renewable and conventional fuels. Our
innovative solutions are designed to enhance the performance of our
customers and partners while also prioritizing sustainability,
safety, and operational excellence. With a commitment to providing
superior products and services, Vertex Energy is dedicated to
shaping the future of the energy industry.
FORWARD-LOOKING STATEMENTS
Certain of the matters discussed in this communication which are
not statements of historical fact constitute forward-looking
statements within the meaning of the securities laws, including the
Private Securities Litigation Reform Act of 1995, that involve a
number of risks and uncertainties. Words such as “strategy,”
“expects,” “continues,” “plans,” “anticipates,” “believes,”
“would,” “will,” “estimates,” “intends,” “projects,” “goals,”
“targets” and other words of similar meaning are intended to
identify forward-looking statements but are not the exclusive means
of identifying these statements. Any statements made in this news
release other than those of historical fact, about an action, event
or development, are forward-looking statements. The important
factors that may cause actual results and outcomes to differ
materially from those contained in such forward-looking statements
include, without limitation, the timing for required approvals and
certifications to sell renewable diesel; the future production of
the Company’s Mobile refinery (the “Mobile Refinery”); anticipated
and unforeseen events which could reduce future production at the
refinery or delay planned capital projects, changes in commodity
and credits values, and certain early termination rights associated
with third party agreements and conditions precedent to such
agreements; certain mandatory redemption provisions of the
outstanding senior convertible notes, the conversion rights
associated therewith, and dilution caused by such conversions
and/or the exchanges discussed above or future exchanges; the
Company’s ability to comply with required covenants under
outstanding senior notes and a term loan and pay amounts due under
such senior notes and term loan, including interest and other
amounts due thereunder; the ability of the Company to retain and
hire key personnel; the level of competition in our industry and
our ability to compete; our ability to respond to changes in our
industry; the loss of key personnel or failure to attract,
integrate and retain additional personnel; our ability to protect
our intellectual property and not infringe on others’ intellectual
property; our ability to scale our business; our ability to
maintain supplier relationships and obtain adequate supplies of
feedstocks; our ability to obtain and retain customers; our ability
to produce our products at competitive rates; our ability to
execute our business strategy in a very competitive environment;
trends in, and the market for, the price of oil and gas and
alternative energy sources; the impact of inflation on margins and
costs; the volatile nature of the prices for oil and gas caused by
supply and demand, including volatility caused by the ongoing
Ukraine/Russia conflict, increased interest rates, recessions and
increased inflation; our ability to maintain our relationships with
our partners; the outcome of pending and potential future
litigation, judgments and settlements; rules and regulations making
our operations more costly or restrictive; changes in environmental
and other laws and regulations and risks associated with such laws
and regulations; economic downturns both in the United States and
globally, increases in inflation and interest rates, increased
costs of borrowing associated therewith and potential declines in
the availability of such funding; risk of increased regulation of
our operations and products; disruptions in the infrastructure that
we and our partners rely on; interruptions at our facilities;
unexpected and expected changes in our anticipated capital
expenditures resulting from unforeseen and expected required
maintenance, repairs, or upgrades; our ability to acquire and
construct new facilities; our ability to effectively manage our
growth; decreases in global demand for, and the price of, oil, due
to inflation, recessions or other reasons, including declines in
economic activity or global conflicts; our ability to acquire
sufficient amounts of used oil feedstock through our collection
routes, to produce finished products, and in the absence of such
internally collected feedstocks, and our ability to acquire
third-party feedstocks on commercially reasonable terms; expected
and unexpected downtime at our facilities; our level of
indebtedness, which could affect our ability to fulfill our
obligations, impede the implementation of our strategy, and expose
us to interest rate risk; dependence on third party transportation
services and pipelines; risks related to obtaining required crude
oil supplies, and the costs of such supplies; counterparty credit
and performance risk; unanticipated problems at, or downtime
effecting, our facilities and those operated by third parties;
risks relating to our hedging activities; and risks relating to
planned and future divestitures and acquisitions.
Other important factors that may cause actual results and
outcomes to differ materially from those contained in the
forward-looking statements included in this communication are
described in the Company’s publicly filed reports, including, but
not limited to, the Company’s Annual Report on Form 10-K for the
year ended December 31, 2022, and the Company’s Quarterly Report on
Form 10-Q for the quarter ended March 31, 2023 and future Annual
Reports on Form 10-K and Quarterly Reports on Form 10-Q. These
reports are available at www.sec.gov. The Company cautions that the
foregoing list of important factors is not complete. All subsequent
written and oral forward-looking statements attributable to the
Company or any person acting on behalf of the Company are expressly
qualified in their entirety by the cautionary statements referenced
above. Other unknown or unpredictable factors also could have
material adverse effects on Vertex’s future results. The
forward-looking statements included in this press release are made
only as of the date hereof. Vertex cannot guarantee future results,
levels of activity, performance or achievements. Accordingly, you
should not place undue reliance on these forward-looking
statements. Finally, Vertex undertakes no obligation to update
these statements after the date of this release, except as required
by law, and takes no obligation to update or correct information
prepared by third parties that are not paid for by Vertex. If we
update one or more forward-looking statements, no inference should
be drawn that we will make additional updates with respect to those
or other forward-looking statements.
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INVESTORS John Ragozzino Jr., CFA (ICR) IR@vertexenergy.com
Vertex Energy (NASDAQ:VTNR)
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