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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): December 8, 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
December 8, 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. 3 to Supply and Offtake
Agreement (“Amendment No. 3”). Amendment No. 3 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 a certain additional hydrocarbon storage tank located at the
Center Point Chickasaw Terminal, located in Chickasaw, Alabama (the “Product
Tanks”) as an Included Product Tank under and as defined in the Supply and Offtake Agreement. The Product Tank has a
storage capacity of approximately 120,000 barrels. In connection with Amendment No. 3, the Company entered into certain ancillary agreements with Macquarie and the owners/operator of the Product Tank, providing
Macquarie with, among other things, certain storage rights with respect to the Product Tank and related consents and acknowledgments
with respect to the Product Tank and Macquarie’s usage of such tanks.
The
foregoing description of Amendment No. 3 does not purport to be complete and is qualified in its entirety by reference to the full text
of Amendment No. 3, 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. 3 to Supply and Offtake Agreement
dated and effective December 8, 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 |
|
+ |
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: December 13, 2023 |
By: |
/s/
Chris Carlson |
|
|
Chris Carlson |
|
|
Chief Financial Officer |
Vertex Energy Inc. 8-K
Exhibit 10.1
AMENDMENT
NO. 3 TO
SUPPLY
AND OFFTAKE AGREEMENT
This
AMENDMENT NO. 3 TO SUPPLY AND OFFTAKE AGREEMENT (this “Amendment”) is made and entered effective as of
December 8, 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 to date (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
definition of “Center Point Operator” is deleted in its entirety and replaced
with the following new definition: |
“Center
Point Operator” means Center Point Terminal Chickasaw, LLC, or such other successor that operates the Center Point Storage
Facilities.
| (ii) | The
definition of “Center Point Storage Rights Agreement” is deleted in its entirety
and replaced with the following new definition: |
“Center
Point Storage Rights Agreement” means the sub-lease agreement entered into between the Company and Macquarie in respect of
Tank 21 at the Center Point Storage Facilities on or prior to the Center Point Inclusion Date.
| (iii) | The
definition of “Center Point Terminalling Agreement” is deleted in its entirety
and replaced with the following new definition: |
“Center
Point Terminalling Agreement” means the service agreement dated as of January 10, 2023, between the Center Point Operator and
the Company as amended on each of March 9, 2023, April 24, 2023, and July 28, 2023, and as may be further amended from time to time.
| (iv) | 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. |
| (v) | Schedule
F-12 (Center Point Chickasaw Daily Inventory Report), in substantially the form attached
hereto, shall be added to the Agreement. |
| (vi) | Schedule
I (Scheduling and Communications Protocol) is amended and replaced by Schedule I
hereto. |
| (vii) | Schedule
O (Included Storage Locations) is amended to include the following additional Included
Storage Locations: |
(9)
From and after the Center Point Inclusion Date, Tank 21 at the terminalling and storage facilities at the storage facility located at
200 Viaduct Road North, Chickasaw, Alabama 36611, regardless of whether owned and operated by Center Point Terminal Chickasaw, 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: |
Chief
Financial Officer |
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. |
(9) From
and after the Center Point Inclusion Date, Tank 21 at the terminalling and storage facilities at the storage facility located at 200
Viaduct Road North, Chickasaw, Alabama 36611, regardless of whether owned and operated by Center Point Terminal Chickasaw, LLC.
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