Ortelius Files Preliminary Proxy Statement Nominating Three New Directors for Election at Trecora Resources 2022 Annual Meeting of Stockholders

$TREC
Get the next $TREC alert in real time by email

Reaffirms Need to Elect Directors that are Committed to Improving Company Performance and Exploring a Full Range of Alternatives to Unlock Shareholder Value

Ortelius Advisors, L.P., which collectively with its affiliates owns approximately 11.3% of the outstanding common stock of Trecora Resources (NYSE:TREC) ("Trecora" or the "Company"), today announced that it has filed preliminary proxy materials with the Securities and Exchange Commission in connection with the Trecora 2022 Annual Meeting of Stockholders (the "Annual Meeting").

A copy of the preliminary proxy statement is available at https://tinyurl.com/4phe8nf7.

Ortelius, Trecora's largest stockholder, believes that the Company has significant upside potential based on its top-quality assets, favorable industry dynamics and considerable free cash flow generation capability. However, Ortelius is deeply concerned by Trecora's chronic undervaluation and disappointing performance, which Ortelius believes is mainly a result of operational missteps, poor capital allocation decisions and missed strategic opportunities, all of which are self-inflicted, causing stockholders to lose confidence in the Company's Board and management team.

Peter DeSorcy, Managing Member of Ortelius, provided the following comments: "After years of failures and shortcomings resulting in a vast destruction of stockholder value at Trecora, the Company's Board and management team must be held accountable, and maintaining the status quo is no longer an option. With new experienced and independent directors in the boardroom, Trecora can address issues that have plagued performance, and begin building and unlocking intrinsic value over the near- and long-term, driven by organic growth, corporate finance solutions and strategic alternatives. Our highly qualified director nominees are well-suited to assess the options and opportunities available to the Company with a fresh perspective, and without a bias towards maintaining the status quo. We look forward to engaging with our fellow stockholders to earn their support for positive change at Trecora."

Ortelius has sought to collaborate with Trecora on potential solutions that could build and unlock significant stockholder value, including optimizing the capital structure, monetizing non-core assets, improving operating and financial performance, enhancing stockholder communications and reconstituting the Board to bring in needed expertise, among other things. Despite Ortelius' good faith efforts, the Board has reacted to our director nominations with defensive self-preservation tactics, rather than engaging in a genuinely constructive manner with its largest stockholder.

The Board's increasingly entrenched behavior since our director nominations further supports Ortelius' conviction that substantial change to the Board is necessary to protect the interests of stockholders. Following years of disappointing results related to governance, strategy, capital structure, investment allocation, operations, stockholder returns and other matters, we believe that investors have lost confidence in the Board's decision-making abilities. However, we believe that with the right leadership Trecora can in short order address operational and financial issues that have plagued performance. Therefore, Ortelius will be soliciting support at the 2022 Annual Meeting to elect three carefully selected, highly qualified and independent Nominees – Shawn Abrams, David Johnson and Michael Lefenfeld – who Ortelius believes would not only bring significant and relevant experience to the Board, but also a commitment to work with the other directors for the benefit of all stockholders.

The Ortelius Nominees

Shawn Abrams

We believe Shawn Abrams' 35-year track record successfully building and improving global businesses in the chemicals industry sector makes him an ideal director candidate for Trecora's Board. Mr. Abrams has significant private equity and corporate board experience, currently serving on the boards of PQ Corp., Savillex, LLC, Smart Chemicals LLC and CCR Specialty Chemicals, LLC. Most recently, Mr. Abrams has been active in private equity investments in the chemicals and materials industry following a career with Evonik Industries AG and W.R. Grace. Mr. Abrams has led strategy development, organizational change and acquisition efforts at various companies and divisions, successfully guiding businesses through evolving economic and market cycles. If elected, Mr. Abrams would bring invaluable operational and strategic positioning experience to Trecora's Board.

David Johnson

We believe David Johnson's extensive investment management expertise and governance experience make him an ideal director candidate for Trecora's Board. Prior to serving as the Chief Investment Officer and Managing Partner of Caligan Partners LP, Mr. Johnson was a Managing Director at The Carlyle Group for nearly a decade. At Carlyle, Mr. Johnson was involved in many of the firm's strategic initiatives and sat on investment committees for a number of different funds that invested in both equity and credit. During his time as a Vice President in the Principal Investments division of Morgan Stanley, Mr. Johnson served as a director of SeaChange Maritime Limited, and an observer to the boards of Grifols, S.A., All Star Gas, Viatel Holding (Bermuda), Impsat Fiber Networks and Logix Communications. He has served as an independent director at Liquidia Corporation since April 2021. If elected, Mr. Johnson's insights into financial strategy and organizational and business development would be invaluable to Trecora's Board.

Michael Lefenfeld

We believe Michael Lefenfeld's leadership experience as an innovation-focused chemicals business founder and executive makes him an ideal director candidate for Trecora's Board. For the past four years, Mr. Lefenfeld has served as a director, President and Chief Executive Officer of Cyanco, a chemical producer and distributor. Mr. Lefenfeld has a strong track record of unlocking top-line growth and profitability through organic and inorganic pathways and has successfully reimagined forgotten technologies and processes to create step-change advances in today's industries. Prior to co-founding SiGNa Chemistry, Inc. and serving as its Chief Executive Officer and President, Mr. Lefenfeld won numerous chemistry and technological awards, including Inc. Magazine's Top 30 Entrepreneurs Under 30. His work has led to more than 45 patents and patent applications with more than 35 licensed or in active use. If elected, Mr. Lefenfeld's expertise reinvigorating mature and stagnant businesses, developing sustainable business models and re-engineering ineffective workflows would be invaluable to Trecora's Board.

***

About Ortelius Advisors, L.P.

Ortelius is a research-intensive, fundamental-based, activist-oriented alternative investment management firm focused on event-driven opportunities. Founded in 2015 by Peter DeSorcy and H.R.H. Prince Pavlos, the asset manager is based in New York City.

Certain Information Concerning the Participants

Ortelius Advisors, L.P. ("Ortelius Advisors"), together with the other participants named herein (collectively, "Ortelius"), has filed a preliminary proxy statement and an accompanying WHITE proxy card with the Securities and Exchange Commission ("SEC") to be used to solicit votes for the election of its slate of highly qualified director nominees at the 2022 annual meeting of stockholders of Trecora Resources, a Delaware corporation (the "Company").

ORTELIUS STRONGLY ADVISES ALL STOCKHOLDERS OF THE COMPANY TO READ THE PROXY STATEMENT AND OTHER PROXY MATERIALS AS THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. SUCH PROXY MATERIALS WILL BE AVAILABLE AT NO CHARGE ON THE SEC'S WEBSITE AT HTTP://WWW.SEC.GOV. IN ADDITION, THE PARTICIPANTS IN THIS PROXY SOLICITATION WILL PROVIDE COPIES OF THE PROXY STATEMENT WITHOUT CHARGE, WHEN AVAILABLE, UPON REQUEST. REQUESTS FOR COPIES SHOULD BE DIRECTED TO THE PARTICIPANTS' PROXY SOLICITOR.

The participants in the proxy solicitation are anticipated to be Pangaea Ventures, L.P. ("Pangaea"), Temnein Ventures III, L.P. ("Temnein"), Ortelius Advisors, Panthalassa Ventures, L.P. ("Panthalassa"), Peter DeSorcy, Shawn Abrams, David Johnson and Michael Lefenfeld (together with Messrs. Abrams, Johnson and Lefenfeld, the "Nominees").

As of the date hereof, Pangaea directly beneficially owns 2,328,024 shares of common stock, par value $0.10 per share (the "Common Stock"), of the Company. As of the date hereof, Temnein directly beneficially owns 346,659 shares of Common Stock. As of the date hereof, Panthalassa does not beneficially own any shares of Common Stock. Ortelius Advisors, as the investment manager of each of Pangaea and Temnein, may be deemed the beneficial owner of an aggregate of 2,674,683 shares of Common Stock owned by Pangaea and Temnein. Mr. DeSorcy, as the managing member of and the holder of a controlling interest in Ortelius Advisors and the managing member of the general partner of Ortelius Advisors, may be deemed the beneficial owner of an aggregate of 2,674,683 shares of Common Stock owned by Pangaea and Temnein. As of the date hereof, none of the Nominees owns any shares of Common Stock.

Get the next $TREC alert in real time by email

Chat with this insight

Save time and jump to the most important pieces.

Recent Analyst Ratings for
$TREC

DatePrice TargetRatingAnalyst
More analyst ratings

$TREC
Press Releases

Fastest customizable press release news feed in the world

See more
  • Calumet Announces Additions to Board of Directors

    INDIANAPOLIS, Aug. 3, 2022 /PRNewswire/ -- Calumet Specialty Products Partners, L.P. (NASDAQ:CLMT) ("Calumet", "the Partnership", "we", "us", "our") announced today the appointment of Karen Twitchell and John (Jack) Boss to the Board of Directors effective August 2, 2022.  Concurrently, Calumet announced that Robert (Bob) Funk has elected to retire from the Board of Directors. "On behalf of everyone at Calumet, I'd like to thank Bob for his many years of service and significant contributions to the Partnership.  We'll particularly miss his operational expertise, wisdom and commitment to the success of Calumet," said Steve Mawer, Executive Chairman. "When Bob notified us of his intent to reti

    $CLMT
    $CPS
    $TREC
    $WNC
    Integrated oil Companies
    Energy
    Auto Parts:O.E.M.
    Consumer Discretionary
  • Balmoral Funds, LLC Completes Acquisition of Trecora Resources

    LOS ANGELES, June 27, 2022 /PRNewswire/ -- Balmoral Funds, LLC ("Balmoral") announced today that it has successfully completed its previously announced acquisition of Trecora Resources ("Trecora") at a price of $9.81 per share, net to each seller, in cash, without interest and subject to any required tax withholdings. With the completion of the acquisition, Trecora's stock will cease trading on the New York Stock Exchange and Trecora will no longer be listed on any public market. Blank Rome LLP served as legal advisor to Balmoral, and Piper Sandler served as financial advisor

  • Trecora Resources and Balmoral Swan MergerSub, Inc. Announce Completion of the Tender Offer for All Outstanding Shares of Trecora Resources

    SUGAR LAND, Texas and LOS ANGELES, June 24, 2022 /PRNewswire/ -- Trecora Resources (NYSE:TREC) ("Trecora" or the "Company") and Balmoral Swan MergerSub, Inc. (the "Purchaser"), an affiliate of Balmoral Funds, LLC (together with its consolidated subsidiaries, "Balmoral") today announced the successful completion of the previously commenced cash tender offer by the Purchaser to purchase all of the issued and outstanding shares of common stock of Trecora (collectively, the "Shares"). The tender offer expired at 12:00 A.M., New York City time on June 24, 2022. As of the expiration

$TREC
Insider Trading

Insider transactions reveal critical sentiment about the company from key stakeholders. See them live in this feed.

See more

$TREC
SEC Filings

See more

$TREC
Leadership Updates

Live Leadership Updates

See more
  • Calumet Announces Additions to Board of Directors

    INDIANAPOLIS, Aug. 3, 2022 /PRNewswire/ -- Calumet Specialty Products Partners, L.P. (NASDAQ:CLMT) ("Calumet", "the Partnership", "we", "us", "our") announced today the appointment of Karen Twitchell and John (Jack) Boss to the Board of Directors effective August 2, 2022.  Concurrently, Calumet announced that Robert (Bob) Funk has elected to retire from the Board of Directors. "On behalf of everyone at Calumet, I'd like to thank Bob for his many years of service and significant contributions to the Partnership.  We'll particularly miss his operational expertise, wisdom and commitment to the success of Calumet," said Steve Mawer, Executive Chairman. "When Bob notified us of his intent to reti

    $CLMT
    $CPS
    $TREC
    $WNC
    Integrated oil Companies
    Energy
    Auto Parts:O.E.M.
    Consumer Discretionary
  • Trecora Announces Rafael (Ralph) Pons as New Chief Manufacturing Officer

    SUGAR LAND, Texas, April 21, 2021 /PRNewswire/ -- Trecora Resources ("Trecora" or the "Company") (NYSE:TREC), a leading provider of specialty hydrocarbons and specialty waxes, today announced the appointment of Mr. Rafael (Ralph) Pons, currently the site leader at Trecora's South Hampton Resources facility in Silsbee, Texas, to the position of Chief Manufacturing Officer, effective May 15, 2021.  The appointment will follow the retirement of John R. "Dick" Townsend, Trecora's Executive Vice President and Chief Manufacturing Officer, effective May 14, 2021.  In succeeding Mr.

$TREC
Financials

Live finance-specific insights

See more
  • Trecora Resources Enters Into a Definitive Agreement to Be Acquired by an Affiliate of Balmoral Funds

    Purchase price of $9.81 per share in cash, with a total transaction value of $247 million Transaction follows a comprehensive strategic review process by the Trecora Board of Directors Trecora to adopt limited-duration shareholder rights plan as a condition to the transaction SUGAR LAND, Texas, May 11, 2022 /PRNewswire/ -- Trecora Resources ("Trecora" or the "Company") (NYSE:TREC), a leading provider of specialty hydrocarbons and specialty waxes, and an affiliate of Balmoral Funds, LLC (together with its consolidated subsidiaries, "Balmoral") today announced that they have entered into a definitive merger agreement (the "Merger Agreement") pursuant to which Balmoral agreed to acquire Trecora

  • Trecora Resources Announces First Quarter 2022 Results

    First quarter revenue of $83.2 million, an increase of 52.4% compared with the first quarter of 2021, driven by price and volume increases in both the Specialty Petrochemicals and Specialty Waxes segments.First quarter net loss of $(0.4) million was significantly improved from $(4.4) million in the first quarter 2021.First quarter Adjusted EBITDA of $5.8 million compared to $(0.1) million in the first quarter 2021.Increasing full year Adjusted EBITDA guidance to a range between $28 million and $32 million from $27 million to $31 million previously.Conference call at 11:00 am ET, May 5, 2022.SUGAR LAND, Texas, May 4, 2022 /PRNewswire/ -- Trecora Resources ("Trecora" or the "Company") (NYSE:TR

  • Trecora Resources to Host First Quarter 2022 Earnings Conference Call on Thursday, May 5th

    SUGAR LAND, Texas, April 25, 2022 /PRNewswire/ -- Trecora Resources (NYSE:TREC), a leading provider of specialty hydrocarbons and waxes, today announced the planned release of its first quarter 2022 financial results after market close on Wednesday, May 4, 2022. President and Chief Executive Officer, Patrick D. Quarles, and Chief Financial Officer, Sami Ahmad, will host a conference call on Thursday, May 5, 2022 at 10:00 a.m. Central Time/11:00 a.m. Eastern Time to discuss the results. Date: Thursday, May 5, 2022 Time: 11:00 a.m. Eastern Time Toll-free dial-in number: +1-866-417-5724 International dial-in number: +1-409-217-8234 Conference ID: 2060048 Webcast: https://edge.media-server.com/m

$TREC
Large Ownership Changes

This live feed shows all institutional transactions in real time.

See more