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Vertex Energy Announces Definitive Agreement To Acquire Substantially All Of The Assets & Liabilities Of Vertex Holdings

Stocks in this article: VTNR

Vertex Energy, Inc. (OTCQB: VTNR) (the “ Company” or “ Vertex Energy”), a leader in the aggregation, re-refining and processing of distressed petroleum streams, today announced that it has signed a definitive unit purchase agreement (the “ Purchase Agreement”), with Vertex Holdings, L.P. (“ Holdings”) and B & S Cowart Family L.P. (“ B&S LP”) to purchase all of Holdings’ assets and liabilities relating to the business of transporting, storing, processing and re-refining petroleum products, crudes and used lubricants (the “ Business”). Under the Purchase Agreement Holdings agreed to contribute all of its assets and liabilities relating to the Business, including its wholly-owned operating subsidiaries Cedar Marine Terminals, L.P. (“ Cedar Marine”), Crossroad Carriers, L.P. (“ Crossroad”), Vertex Recovery L.P. (“ Recovery”) and H&H Oil, L.P. (“ H&H Oil”); and B&S LP agreed to contribute the real-estate associated with H&H Oil’s operations held in B&S LP to Vertex Acquisition Sub, LLC (the “ Acquired Company”, a special purpose entity formed for purposes of the transactions contemplated in the Purchase Agreement) and the Company agreed to acquire 100% of the equity interest in Acquired Company.

Holdings operates in the environmental services industry and provides distressed petroleum collection, recycling, transportation, storage and re-refining services. The Acquired Company will own, prior to closing, the intellectual property relating to the Thermal Chemical Extraction Process (“ TCEP”) which Cedar Marine currently operates at the Cedar Marine facility on behalf of Vertex Energy. This acquisition is part of Vertex Energy’s vertical integration strategy to own and operate collection and re-refining businesses. The Company expects the acquisition to be accretive to earnings per share in 2013.

David Phillips, a member of the Company’s Board of Directors and the Chairman of the Related Party Transaction Committee, stated, “We believe that this acquisition is a critical step in the growth of Vertex Energy. As a result of this deal, we will operate a vertically integrated company that spans the full value chain within our industry, from feedstock collection through processing and end-product sales. We believe that the accretive nature of this acquisition and the scale of the combined companies will be beneficial to our shareholders. In addition, the combination eliminates the related party transactions between Holdings and Vertex Energy, which have often been a source of confusion in our disclosures to the investment community.”

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