UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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) | |
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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.
Date: May 25, 2022
| TRECORA RESOURCES | ||
| By: | /s/ Patrick D. Quarles | |
| Name: | Patrick D. Quarles | |
| Title: | Chief Executive Officer | |
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