Item 8.01. Other Events.
Amendment to Agreement and Plan of Merger
On May 11, 2022, Trecora Resources, a Delaware corporation (the "Company"),
entered into an Agreement and Plan of Merger (the "Merger Agreement") with
Balmoral Swan Parent, Inc., a Delaware corporation ("Parent"), which is
controlled by funds managed by affiliates of Balmoral Funds, LLC, and Balmoral
Swan MergerSub, Inc., a Delaware corporation and a wholly owned, direct
subsidiary of Parent ("Merger Sub"), pursuant to which Merger Sub will conduct a
cash tender offer to acquire any and all of the issued and outstanding shares of
the common stock, par value $0.10 per share, of the Company, at a price per
share of $9.81, in cash, net to the holder thereof, without interest and subject
to applicable withholding. A copy of the Merger Agreement has been previously
filed as Exhibit 2.1 to Trecora Resource's Current Report on Form 8-K filed with
the Securities and Exchange Commission on May 11, 2022 and is incorporated by
reference herein.
On May 25, 2022, the Company, entered into an Amendment to Agreement and Plan of
Merger (the "Amendment") with Parent and Merger Sub, under which the foregoing
parties agreed to, among other things, and subject to the terms thereof, amend
certain provisions of the Merger Agreement to remove the closing condition that
any waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended, and the rules and regulations promulgated thereunder, shall
have expired or been terminated, and to make certain other ministerial changes
to the Merger Agreement, in each case as more fully set forth in the Amendment.
A copy of the Amendment is filed as Exhibit 99.1 to this Current Report on Form
8-K and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
No. Description
99.1 Amendment to Agreement and Plan of Merger, dated as of May 25,
2022, by and among Trecora Resources, Balmoral Swan Parent, Inc., and
Balmoral Swan MergerSub, Inc.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)
2
--------------------------------------------------------------------------------
© Edgar Online, source Glimpses