VTNR Vertex Energy Inc

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM  8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported): September 14, 2023

 

VERTEX ENERGY, INC.

(Exact name of registrant as specified in its charter)

 

Nevada	001-11476	94-3439569
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

 

1331 Gemini Street Suite 250 Houston, Texas	77058
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code: (866) 660-8156

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 Par Value Per Share	VTNR	The NASDAQ Stock Market LLC (Nasdaq Capital Market)

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company  ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐ 

 

 

Item 1.01

Entry into a Material Definitive Agreement.

 

On September 14, 2023, Vertex Refining Alabama LLC, a wholly-owned subsidiary of Vertex Energy, Inc. (“Vertex” or the “Company”), and Macquarie Energy North America Trading Inc. (“Macquarie”), entered into Amendment No. 2 to Supply and Offtake Agreement (“Amendment No. 2”). Amendment No. 2 amended that certain April 1, 2022 Supply and Offtake Agreement entered into between Vertex and Macquarie (as amended from time to time, the “Supply and Offtake Agreement”), to, among other things, include certain hydrocarbon storage tanks located at the BWC Storage Terminal at Blakeley Island, Alabama (the “Product Tanks”) as Included Product Tanks under and as defined in the Supply and Offtake Agreement. The Product Tanks have an aggregate storage capacity of approximately 310,000 barrels. In connection with Amendment No. 2, the Company entered into certain ancillary agreements with Macquarie and the owners/operators of the Product Tanks, providing Macquarie with, among other things, certain storage rights with respect to the Product Tanks and related consents and acknowledgments with respect to the Product Tanks and Macquarie’s usage of such tanks.

 

The foregoing description of Amendment No. 2 does not purport to be complete and is qualified in its entirety by reference to the full text of Amendment No. 2, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated into this Item 1.01 by reference in its entirety.

 

Item 9.01

Financial Statements and Exhibits.

 

Exhibit No.		Description
10.1*+		Amendment No. 2 to Supply and Offtake Agreement dated September 1, 2023, and effective September 14, 2023, between Vertex Refining Alabama LLC and Macquarie Energy North America Trading Inc.
104		Inline XBRL for the cover page of this Current Report on Form 8-K

 

*

Filed herewith.

+

Certain schedules, annexes and similar attachments 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 Securities and Exchange Commission upon request; provided, however that Vertex Energy, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	VERTEX ENERGY, INC.
Date: September 19, 2023	By:	/s/ Chris Carlson
		Chris Carlson
		Chief Financial Officer

 

VERTEX ENERGY, INC. 8-K

Exhibit 10.1

 

 

 

AMENDMENT NO. 2

TO

SUPPLY AND OFFTAKE AGREEMENT

 

This AMENDMENT NO. 2 TO SUPPLY AND OFFTAKE AGREEMENT (this “Amendment”) is made and entered effective September 1, 2023, by and between VERTEX REFINING ALABAMA LLC (“Vertex” or “Company”) and MACQUARIE ENERGY NORTH AMERICA TRADING INC. (“Macquarie”).

RECITALS

WHEREAS, Vertex and Macquarie are parties to that certain Supply and Offtake Agreement dated April 1, 2022, as amended on or about May 23, 2023 (together with all annexes, schedules and exhibits thereto, and as further amended from time to time, the “Agreement”); and

WHEREAS, the parties hereto desire to amend the Agreement as set forth in more detail herein.

NOW THEREFORE, the parties hereto hereby agree as follows:

AGREEMENT

Section 1.                   Defined Terms. Capitalized terms used but not defined in this Amendment have the meaning given to them in the Agreement.

Section 2.                   Amendments to Agreement. The Agreement is hereby amended as follows:

(a)                 Section 1.1 [Definitions] is hereby amended in part as follows:

(i)                  The following defined terms are added:

"BWC Agreements" means:

(a)

the BWC Terminalling Agreements;

(b)

the BWC Storage Rights Agreement; and

(c)

the BWC Consent Letters.

"BWC Consent Letters" means each "Consent to Storage and Usage Agreement" dated or effective on or around the effective date of this Agreement and entered into between the BWC Operator, Macquarie and the Company.

“BWC Inclusion Date” means first date on which any tank located at the BWC Storage Facilities is specified as an “Included Product Tank” in Schedule E.

"BWC Operator" means BWC Terminals LLC, BWC Alabama LLC, or such other successor or assignee that operates the BWC Storage Facilities.

"BWC Storage Facilities" has the meaning given to such term in the BWC Storage Rights Agreement.

"BWC Storage Rights Agreement" means the sub-lease agreement entered into between the Company and Macquarie dated or effective on or about the effective date of this Amendment.

"BWC Terminalling Agreements" means the “Terminalling Agreements” as such term is defined in the BWC Storage Rights Agreement.

 

 

(ii)

The definition of “Third Party Storage Agreements” is deleted in its entirety and replaced with the following new definition:

“Third Party Storage Agreements” means the Center Point Agreements (but only from and including the Center Point Inclusion Date), the BWC Agreements (but only from and including the BWC Inclusion Date), the Plains Agreement, and any other agreements entered into between or among the Company, Macquarie and/or a Third Party Storage Provider as “Third Party Storage Agreements” by Macquarie and the Company.

 

(iii)

The definition of “Third Party Storage Provider” is deleted in its entirety and replaced with the following new definition:

 

“Third Party Storage Provider” means: (a) from and including the BWC Inclusion Date, each BWC Operator; (b) from and including the Center Point Inclusion Date, the Center Point Operator; (c) the Plains Operator; and, (d) each other third party storage provider approved in writing by Macquarie and the Company provided that Macquarie enters into a “Consent to Storage and Usage Agreement” or similar agreement concerning such provider.

(iv)

The definition of “Third Party Terminalling Agreement” is deleted in its entirety and replaced with the following new definition:

 

“Third Party Terminalling Agreement” means: (a) in respect of the BWC Storage Facilities from and including the BWC Inclusion Date, the BWC Terminalling Agreement, (b) in respect of the Center Point Storage Facilities from and including the Center Point Inclusion Date, the Center Point Terminalling Agreement; (c) in respect of the Plains Storage Facilities, the Plains Terminalling Agreement; and, (d) in respect of any other Third Party Storage Provider, the terminalling services agreement entered into between the Company and such other Third Party Storage Provider.

 

(v)

Schedule E, as in effect as of the date hereof (including as a result of any amendments or modifications prior to the date hereof effected pursuant to Section 31 of the Agreement) is hereby replaced in its entirety by the Schedule E attached hereto and incorporated herein.

(vi)

Schedule F-11 (BWC Terminal Daily Inventory Report) and Schedule F-12 (BWC Terminal Monthly Inventory Report), each in the form attached hereto, shall be added to the Agreement.

(vii)

Schedule I (Scheduling and Communications Protocol) is amended and replaced by Schedule I hereto.

(viii)

Schedule O (Form of Included Storage Locations) is amended to include the following additional Included Storage Locations:

(8)

From and after the BWC Inclusion Date, terminalling and storage facilities at the Blakeley Terminal, located at 1437 Cochrane Causeway, Mobile, Alabama 36602, regardless of whether owned and operated by BWC Terminals LLC and/or BWC Alabama LLC.

 

Section 3.                   Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same agreement. This Amendment may be executed via electronic, digital, or handwritten signature. For all purposes, a copy of this Amendment as executed shall have the same force and effect as an original thereof.

Section 4.                   Successors and Assigns. This Amendment shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns permitted pursuant to the Agreement, as amended hereby.

Section 5.                   Severability. In case one or more provisions of this Amendment shall be invalid, illegal, or unenforceable in any respect under applicable law, the validity, legality, and enforceability of the remaining provisions contained herein or therein shall not be affected or impaired thereby.

Section 6.                   Governing Law. This Amendment shall be governed by, and construed and enforced in accordance with, the laws of the State of New York without regard to conflicts of laws principles.

 

EXECUTED effective as of the date first above written.

MACQUARIE ENERGY NORTH AMERICA TRADING INC.

 

By: /s/ Brian Houstoun
Name: Brian Houstoun
Title: Senior Managing Director

 

By: /s/ Travis McCullough
Name: Travis McCullough
Title: Division Director

 

VERTEX REFINING ALABAMA LLC

 

By: /s/ Chris Carlson
Name: Chris Carlson
Title: CFO

 

 

SCHEDULE O

FORM OF INCLUDED STORAGE LOCATIONS

 

(1)

Terminalling and storage at the Refinery owned and operated by Vertex Refining Alabama, LLC, except for all sulfur, LPGs and molecules within the processing units.

(2)

Internal pipe systems located at the Refinery in Saraland, Alabama owned and operated by Vertex Refining Alabama, LLC (the “Saraland Refinery”).

(3)

Terminalling and storage facility at Blakely Island owned and operated by Vertex Refining Alabama, LLC (the “Blakely Island Facility”).

(4)

Terminalling and storage facility at Plains Mobile Terminal located at 1871 Hess Road Mobile, AL 36610 (the “Plains Mobile Terminal Facility”), whether or not owned and operated by Plains Marketing, L.P.

(5)

Terminalling and storage facility at BWC Blakeley Terminal located at 1437 Cochrane Causeway Mobile, AL 36602 (the “BWC Blakeley Terminal Facility”), whether or not owned and operated by BWC Alabama LLC

(6)

In transit to and from the Saraland Refinery to the Blakely Island Facility.

(7)

In transit to and from the Saraland Refinery to the Plains Mobile Terminal Facility.

(8)

In transit to and from the Saraland Refinery to the Chickasaw Dock.

 

v3.23.3

Cover	Sep. 14, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 14, 2023
Entity File Number	001-11476
Entity Registrant Name	VERTEX ENERGY, INC.
Entity Central Index Key	0000890447
Entity Tax Identification Number	94-3439569
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	1331 Gemini Street
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77058
City Area Code	(866)
Local Phone Number	660-8156
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock
Trading Symbol	VTNR
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false

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