Alon USA Partners, LP (NYSE:ALDW) Files An 8-K Completion of Acquisition or Disposition of AssetsItem 2.01 Completion of Acquisition or Disposition of Assets
The text set forth under “Introductory Note” above is incorporated herein by reference.
On the Closing Date, Parent completed the acquisition of MLP through the Merger.
Under the terms of the Merger Agreement, at the effective time of the Merger, each common unit representing limited partnership interests in MLP other than common units owned by Parent and its affiliates (each, a “MLP Public Unit”) issued and outstanding immediately prior to the effective time of the Merger was converted into, and became exchangeable for, 0.4900 of a share of validly issued, fully paid and non-assessable Parent shares and each such MLP Public Unit was canceled and retired and ceased to exist (each, a “Parent Share” and such ratio, the “Exchange Ratio”). Parent did not issue any fractional Parent Shares in the Merger, but if the Exchange Ratio resulted in a holder of MLP Public Units being entitled to receive a fraction of a Parent Share, such fractional interest was rounded up to the nearest whole Parent Share.
The issuance of Parent Shares in connection with the Merger was registered under the Securities Act of 1933 (the “Securities Act”) to Parent’s Registration Statement on FormS-4 (Reg No.(333-222014)), declared effective by the Securities and Exchange Commission (the “SEC”) on January8, 2018. The joint consent statement/prospectus (the “Joint Consent Statement/Prospectus”) included in the registration statement contains additional information about the Merger and incorporates by reference additional information about the Merger from Current Reports on Form8-K filed by MLP and Parent and incorporated by reference into the Joint Consent Statement/Prospectus.
The foregoing description of the Merger and the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the Merger Agreement, a copy of which is attached as Exhibit2.1.
Item 3.03 Material Modification to the Rights of Security Holders
The information set forth in the Introductory Note is incorporated herein by reference.
At the effective time of the merger, each MLP Public Unit issued and outstanding immediately prior to the effective time of the Merger was converted into, and became exchangeable for, 0.4900 of a Parent Share. Parent did not issue any fractional Parent Shares in the Merger, but if the Exchange Ratio resulted in a holder of MLP Public Units being entitled to receive a fraction of a Parent Share, such fractional interest was rounded up to the nearest whole Parent Share.
Item 5.01 Changes in Control of the Registrant
The information set forth in the Introductory Note of this Current Report on Form8-K is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On February7, 2018, each of Ella Ruth Gera, Jeff D. Morris, Eitan Raff, Sheldon Stein, Snir Weissman, David Wiessman and Pery Yeshayahu resigned and ceased to be directors of MLP General Partner effective as of the effective time of the Merger. The resignations of Gera, Morris, Raff, Stein, Weissman, Wiessman and Yeshayahu were not due to any disagreement with MLP General Partner on any matter relating to its operations, policies or practices.
Also, on February7, 2018, each of Frederec Green, Kevin Kremke and Ezra Uzi Yemin were elected to be directors of MLP General Partner effective as of the effective time of the Merger.
