Tillkännagivande • Jun 26
Trecora Resources(NYSE:TREC) dropped from Russell Microcap Index Trecora Resources(NYSE:TREC) dropped from Russell Microcap Index Tillkännagivande • Jun 25
Balmoral Funds LLC completed the acquisition of Trecora Resources (NYSE:TREC). Balmoral Funds LLC entered into a definitive merger agreement to acquire Trecora Resources (NYSE:TREC) for approximately $240 million on May 11, 2022. Balmoral agreed to acquire Trecora for $9.81 per share in cash in a transaction that values Trecora at an enterprise value of $247 million, which represents approximately 11.4x Trecora 2021 adjusted EBITDA. Balmoral will commence a tender offer to acquire all outstanding shares of Trecora's common stock. Following the successful completion of the tender offer, Balmoral will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price. Balmoral Funds LLC has obtained equity committments of $123 million and debt financing commitments of $130 million senior secured term loan facility and $35.75 million revolving credit facility for the transactions contemplated by the Merger Agreement, the aggregate proceeds of which will be sufficient for Balmoral to pay the aggregate Offer Price and Merger Consideration. Upon termination of the Merger Agreement under specified circumstances, Trecora will be required to pay Balmoral a termination fee of $9.4 million. The Merger Agreement also provides that Balmoral will be required to pay Trecora a reverse termination fee of $10.7 million upon termination of the Merger Agreement under specified circumstances. Upon completion of the transaction, Trecora will become a privately held company and shares of Trecora Common Stock will no longer be listed on any market. Balmoral commenced the Offer on May 25, 2022. Subject to the terms and conditions of the Merger Agreement and the Offer, the Offer is initially scheduled to expire at 12:00 a.m., New York City time, on June 24, 2022 (one minute after 11:59 p.m. on the 20th business day following (and including the day of) the commencement of the Offer), unless the offer is extended or earlier terminated pursuant to the applicable provisions of the merger agreement.
The closing of the transaction is subject to customary closing conditions, including the expiration or termination of certain regulatory periods and the tender of shares representing at least a majority of Trecora's outstanding common stock to Balmoral. As of May 25, 2022, the parties have determined that a filing under the HSR Act is not required and desire to amend the Merger Agreement. The transaction was unanimously approved by the Trecora Board of Directors and have determined that the transaction is fair to and in the best interests of Trecora and its stockholders, and recommended that the stockholders of Trecora accept the Offer and tender their Shares in the Offer. The board of directors of Balmoral has approved the transaction. The transaction is expected to close in the third quarter of 2022.
Guggenheim Securities acted as exclusive financial advisor and fairness opinion provider, and Benjamin Wills of Morgan, Lewis & Bockius LLP and Vinson & Elkins L.L.P. acted as the legal advisors to Trecora. Piper Sandler & Co. acted as financial advisor and Kipp B Cohen, James Barnes and Alan Lieblich of Blank Rome LLP acted as legal advisors to Balmoral.
Balmoral Funds LLC completed the acquisition of Trecora Resources (NYSE:TREC) on June 24, 2022. The tender offer expired at 12:00 A.M., New York City time on June 24, 2022. As of the expiration of the tender offer, a total of 16,781,352 Shares were validly tendered and not withdrawn from the tender offer, representing approximately 70.73% of the aggregate voting power of the Shares. The number of Shares validly tendered and not withdrawn pursuant to the Offer satisfies the Minimum Condition. All conditions to the Offer having been satisfied or waived. As a result of its acceptance of the Shares tendered in the tender offer, Balmoral Funds LLC acquired a sufficient number of Shares to close the merger without the affirmative vote of stockholders of Trecora. In connection with the merger, the remaining outstanding shares will be converted into the right to receive $9.81 per Share in cash. As a result of the tender offer and the merger, Trecora will become a privately-held, indirect wholly-owned subsidiary of Balmoral and Trecora's common stock will cease trading on the New York Stock Exchange. Recent Insider Transactions • Jun 02
Insider recently sold US$3.9m worth of stock On the 27th of May, Bradley Radoff sold around 404k shares on-market at roughly US$9.72 per share. This was the largest sale by an insider in the last 3 months. Despite this recent sale, insiders have collectively bought US$1.4m more than they sold in the last 12 months. Board Change • Jun 01
Insufficient new directors No new directors have joined the board in the last 3 years. The company's board is composed of: No new directors. 5 experienced directors. 2 highly experienced directors. Independent Director Janet Roemer was the last director to join the board, commencing their role in 2019. The company’s insufficient board refreshment is considered a risk according to the Simply Wall St Risk Model. Recent Insider Transactions Derivative • May 18
Independent Chairman of the Board exercised options to buy US$125k worth of stock. On the 14th of May, Karen Twitchell exercised options to buy 13k shares at a strike price of around US$9.57, costing a total of US$125k. This transaction amounted to 33% of their direct individual holding at the time of the trade. Since June 2021, Karen has owned 38.93k shares directly. Company insiders have collectively bought US$6.3m more than they sold, via options and on-market transactions, in the last 12 months. Tillkännagivande • May 13
Balmoral Funds LLC entered into a definitive merger agreement to acquire Trecora Resources (NYSE:TREC) for approximately $240 million. Balmoral Funds LLC entered into a definitive merger agreement to acquire Trecora Resources (NYSE:TREC) for approximately $240 million on May 11, 2022. Balmoral agreed to acquire Trecora for $9.81 per share in cash in a transaction that values Trecora at an enterprise value of $247 million, which represents approximately 11.4x Trecora 2021 adjusted EBITDA. Balmoral will commence a tender offer to acquire all outstanding shares of Trecora's common stock. Following the successful completion of the tender offer, Balmoral will acquire all remaining shares not tendered in the tender offer through a second-step merger at the same price. Balmoral Funds LLC has obtained equity committments of $123 million and debt financing commitments of $130 million senior secured term loan facility and $35.75 million revolving credit facility for the transactions contemplated by the Merger Agreement, the aggregate proceeds of which will be sufficient for Balmoral to pay the aggregate Offer Price and Merger Consideration. Upon termination of the Merger Agreement under specified circumstances, Trecora will be required to pay Balmoral a termination fee of $9.4 million. The Merger Agreement also provides that Balmoral will be required to pay Trecora a reverse termination fee of $10.7 million upon termination of the Merger Agreement under specified circumstances. Upon completion of the transaction, Trecora will become a privately held company and shares of Trecora Common Stock will no longer be listed on any market.
The closing of the transaction is subject to customary closing conditions, including the expiration or termination of certain regulatory periods and the tender of shares representing at least a majority of Trecora's outstanding common stock to Balmoral. The transaction was unanimously approved by the Trecora Board of Directors and have determined that the transaction is fair to and in the best interests of Trecora and its stockholders, and recommended that the stockholders of Trecora accept the Offer and tender their Shares in the Offer. The board of directors of Balmoral has approved the transaction. The transaction is expected to close in the third quarter of 2022.
Guggenheim Securities acted as exclusive financial advisor and fairness opinion provider, and Benjamin Wills of Morgan, Lewis & Bockius LLP and Vinson & Elkins L.L.P. acted as the legal advisors to Trecora. Piper Sandler & Co. acted as financial advisor and Kipp B Cohen and Alan Lieblich of Blank Rome LLP acted as legal advisor to Balmoral. 