Trecora Resources (NYSE:TREC) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

On December 19, 2018, Texas Oil & Chemical Co. II, Inc. (the “Borrower”), a wholly-owned subsidiary of Trecora Resources (the “Company”), and certain of its subsidiaries, as guarantors (the “Guarantors”), entered into a Fifth Amendment to Amended and Restated Credit Agreement (the “Fifth Amendment”) related to the Amended and Restated Credit Agreement, dated as of October 1, 2014 (as amended, supplemented and modified prior to the date hereof, the “Credit Agreement”), among the Borrower, the Guarantors, the lenders from time to time party thereto, Citibank, N.A., as an L/C Issuer, and Bank of America, N.A., as Administrative Agent, Swingline Lender and L/C Issuer.

to the Fifth Amendment, certain amendments were made to the terms of the Credit Agreement to provide the Borrower and its subsidiaries with additional flexibility, including increasing the maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) that must be maintained by the Borrower to 4.75 to 1.00 for the four fiscal quarters ended December 31, 2018, 4.25 to 1.00 for the four fiscal quarters ended March 31, 2019, 4.00 to 1.00 for the four fiscal quarters ended June 30, 2019 and 3.75 to 1.00 for the four fiscal quarters ended September 30, 2019. For the four fiscal quarters ended December 31, 2019 and each fiscal quarter thereafter, the Borrower must maintain a Consolidated Leverage Ratio of 3.50 to 1.00 (subject to temporary increase following certain acquisitions). The Fifth Amendment also amended the definition of Consolidated EBITDA (as defined in the Credit Agreement) to allow for certain add backs related to recent out of pocket severance and restructuring costs of the Company.

Following the effective date of the Fifth Amendment, borrowings under each of the revolving and term loan facilities under the Credit Agreement will bear interest on the outstanding principal amount at a rate equal to LIBOR plus an applicable margin of 1.25% to 2.50% or, at the option of the Borrower, the Base Rate plus an applicable margin of 0.25% to 1.50% , in each case, with the applicable margin being determined based on the Consolidated Leverage Ratio of the Borrower.

The foregoing description does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Fifth Amendment attached hereto as Exhibit 10.1 and 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 December 14, 2018, the Company and Simon Upfill-Brown entered into a separation and release agreement (the “Separation Agreement”) in furtherance of his previously announced resignation as of December 3, 2018 (the “Effective Date”). to the Separation Agreement, Mr. Upfill-Brown will receive certain payments and benefits, including (i) an amount equal to eighteen months of his current base salary, (ii) ownership of the vehicle previously assigned to him by the Company, (iii) payment by the Company of 80% of the premiums charged for COBRA coverage for him and his dependents for a period up to December 31, 2020 and (v) payment for accrued but unused vacation days. In addition, any vested but unexercised options granted to Mr. Upfill-Brown in 2013 may be exercised during the ninety day period following the Effective Date, any vested but unexercised options granted to Mr. Upfill-Brown in 2014 will remain exercisable until 2024 and any unvested restricted stock units that are scheduled to vest in 2019 will vest in accordance with the existing terms of such awards. All other unvested restricted stock units will be forfeited.

Mr. Upfill-Brown will receive the foregoing payments and benefits provided he does not revoke the Separation Agreement or his release of claims in favor of the Company included therein.

Item 7.01 Regulation FD Disclosure.

On December 19, 2018, the Company issued a press release announcing the entry into the Fifth Amendment as described above in Item 1.01 of this Current Report on Form 8-K.

The information in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

TRECORA RESOURCES Exhibit
EX-10.1 2 tocco-fifthamendmentxconfo.htm EXHIBIT 10.1 Exhibit FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTTHIS FIFTH AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENT (this “Amendment”),…
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About Trecora Resources (NYSE:TREC)

Trecora Resources, formerly Arabian American Development Company, is engaged in manufacturing of specialty petrochemical products and synthetic waxes, and providing custom processing services. The Company operates through two segments: manufacturing of various specialty petrochemical products and manufacturing of specialty synthetic waxes. The specialty petrochemical products segment operates through South Hampton Resources, Inc. (SHR). The specialty synthetic wax segment operates through Trecora Chemical, Inc. (TC). SHR owns and operates a specialty petrochemical facility that produces hydrocarbons and other petroleum-based products, including isopentane, normal pentane, isohexane and hexane. TC produces specialty polyethylene and poly alpha olefin waxes, and provides custom processing services. TC provides custom manufacturing, distillation, blending, forming, and packaging of finished and intermediate products, and wax products for coatings, hot melt adhesives and lubricants.