As a result of the closing of the Purchase Agreement, the Company, through the Acquired Company, owns the intellectual property relating to the Thermal Chemical Extraction Process (“ TCEP”). Prior to the closing, Cedar Marine had conducted the TCEP re-refining process at the Cedar Marine facility on behalf of the Company. This acquisition is part of the Company’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.On September 11, 2012, but effective as of August 31, 2012, the Company closed the transactions contemplated by the August 14, 2012 definitive unit purchase agreement (the “ Purchase Agreement”), among the Company, Vertex Acquisition Sub, LLC, a special purpose entity formed for purposes of the transactions contemplated in the Purchase Agreement (the “ Acquired Company”),Vertex Holdings, L.P. (“ Holdings”) and B & S Cowart Family L.P. (“ B&S LP”), and acquired all of the outstanding equity interests of the Acquired Company. Prior to the closing under the Purchase Agreement, Holdings contributed to the Acquired Company substantially all of its assets and liabilities relating to the business of transporting, storing, processing and re-refining petroleum products, crudes and used lubricants (the “ Business”), including all of the outstanding equity interests in Holdings’ 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 contributed to the Acquired Company the real estate associated with H&H Oil’s operations held by B&S LP. Holdings and B&S LP are related parties controlled by Benjamin P. Cowart, Chairman and Chief Executive Officer of Vertex Energy. Mr. Cowart directly or indirectly owns a 77% interest in Holdings and a 100% interest in B&S LP. Additionally, Chris Carlson, the Company’s Chief Financial Officer, owns a 10% interest in Holdings. The Company had numerous relationships and transactions with Holdings and its subsidiaries prior to the closing of the Purchase Agreement, including the lease of a storage facility, subletting of office space, operating agreement for Holdings’ TCEP facility on behalf of the Company (acquired by the Company as part of the Purchase Agreement), transportation of feedstock to re-refiners and the Company’s storage facility, and delivery from the TCEP re-refinery to end customers. In connection with the closing of the Purchase Agreement, the Company paid the following consideration for 100% of the equity interests in the Acquired Company: (i) to Holdings, (a) $14.8 million in cash and assumed debt (which cash consideration was borrowed under loans made possible by the Credit Agreement); and (b) 4,545,455 million restricted shares of the Company’s common stock; and (ii) to B&S LP, $1.7 million cash consideration (which was borrowed under loans made possible by the Credit Agreement), representing the appraised value of certain real estate contributed by B&S LP to the Acquired Company. Additionally, for each of the three one-year periods following the closing date of the transaction, Holdings will be eligible to receive earn-out payments of $2.23 million, up to $6.7 million in the aggregate, contingent on the combined company achieving EBITDA targets of $10.75 million, $12.0 million and $13.5 million, respectively, in those periods. The final purchase price is subject to a post-closing working capital adjustment, and $1.0 million of the purchase price will be held in escrow for 18 months to satisfy indemnity claims.
More information regarding the Credit Agreement credit facilities and the closing of the Purchase Agreement can be found in the Company’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on September 12, 2012.Craig-Hallum Capital Group LLC served as exclusive financial adviser to the Company in connection with the acquisition, and Mayer Brown LLP acted as its legal adviser. Sedgwick LLP acted as legal adviser to Holdings and B&S LP. Information Regarding Newly Acquired Subsidiaries:
- Cedar Marine Terminals, L.P. Cedar Marine operates a 19-acre bulk liquid storage facility on the Houston Ship Channel. The terminal serves as a truck-in, barge-out facility and provides throughput terminal operations. Cedar Marine is also the site of the TCEP re-refining process.
- Crossroad Carriers, L.P. Crossroad is a third-party common carrier that provides transportation and logistical services for liquid petroleum products, as well as other hazardous materials and waste streams.
- Vertex Recovery L.P. Recovery collects and recycles used oil and residual materials from large regional and national customers throughout the US and Canada. It facilitates its services through a network of independent recyclers and franchise collectors.
- H&H Oil, L.P. H&H Oil collects and recycles used oil and residual materials from customers based in Austin, Baytown, and Corpus Christi, Texas.