CUSIP No: 92534K107
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SCHEDULE 13D
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Page 2 of 13 pages
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1
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NAMES OF REPORTING PERSONS
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Whitebox Advisors LLC
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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(b)
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☒
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3
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SEC USE ONLY
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4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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OO
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5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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1,430,740 (1)
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9
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SOLE DISPOSITIVE POWER
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0 |
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10
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SHARED DISPOSITIVE POWER
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1,430,740 (1)
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11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,430,740 (1)
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12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.5% (2)
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14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IA
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CUSIP No: 92534K107
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SCHEDULE 13D
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Page 3 of 13 pages
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1
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NAMES OF REPORTING PERSONS
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Whitebox General Partner LLC
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|||
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||||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a)
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☐
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||
(b)
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☒
|
||||
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|
||||
3
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SEC USE ONLY
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||||
4
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SOURCE OF FUNDS (SEE INSTRUCTIONS)
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||
OO
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|||
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||||
5
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)
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☐
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||||
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||||
6
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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7
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SOLE VOTING POWER
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0 |
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8
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SHARED VOTING POWER
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1,430,740 (1)
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9
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SOLE DISPOSITIVE POWER
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0 |
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|||
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||||
10
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SHARED DISPOSITIVE POWER
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1,430,740 (1)
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||||
11
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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1,430,740 (1)
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|||
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|
||||
12
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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||
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||||
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||||
13
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
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1.5% (2)
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||||
14
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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CUSIP No: 92534K107
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SCHEDULE 13D
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Page 4 of 13 pages
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Item 1. |
SECURITY AND ISSUER.
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Item 2. |
IDENTITY AND BACKGROUND.
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Item 3. |
SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
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Item 4. |
PURPOSE OF TRANSACTION.
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CUSIP No: 92534K107
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SCHEDULE 13D
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Page 5 of 13 pages
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(i)
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Warrants to purchase an aggregate 495,000 shares of Common Stock with a term through April 1, 2027 and an exercise price per share equal to $3.00, subject to a Beneficial Ownerships Limitation of 9.99%;
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(ii)
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Warrants to purchase an aggregate 45,000 shares of Common Stock with a term through November 26, 2027 and an exercise price per share equal to $3.00, subject to a Beneficial Ownerships Limitation of 9.99%;
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(iii)
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Warrants to purchase an aggregate 215,267 shares of Common Stock with a term through December 28, 2028 and an exercise price per share equal to $3.00, subject to a Beneficial Ownerships Limitation of 9.99%;
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(iv)
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Warrants to purchase an aggregate 124,808 shares of Common Stock with a term through June 27, 2029 and an exercise price per share equal to $1.288, subject to a Beneficial Ownerships Limitation of 4.99%;
and
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(v)
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Warrants to purchase an aggregate 550,665 shares of Common Stock with a term through July 24, 2029 and an exercise price per share equal to $0.01, subject to a Beneficial Ownerships Limitation of 4.99%.
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CUSIP No: 92534K107
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SCHEDULE 13D
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Page 6 of 13 pages
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CUSIP No: 92534K107
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SCHEDULE 13D
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Page 7 of 13 pages
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Item 5. |
INTEREST IN SECURITIES OF THE ISSUER.
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Item 6. |
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
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CUSIP No: 92534K107
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SCHEDULE 13D
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Page 8 of 13 pages
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Item 7. |
MATERIAL TO BE FILED AS EXHIBITS.
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Exhibit No.
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Description
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1
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Joint Filing Agreement.
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2
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Loan and Security Agreement, dated April 1, 2022, by and among Vertex Refining Alabama LLC, as borrower, Vertex Energy, Inc., as parent and as a guarantor, certain direct and indirect subsidiaries of Vertex
Energy, Inc., as guarantors, the lenders party thereto and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by the
Issuer with the Securities and Exchange Commission on April 7, 2022).
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3
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Amendment Number One to Loan and Security Agreement, dated May 26, 2022, by and among Vertex Refining Alabama LLC, as borrower, Vertex Energy, Inc., as parent and as a guarantor, certain direct and indirect
subsidiaries of Vertex Energy, Inc., as guarantors, the lenders party thereto and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.1 to the Current Report on
Form 8-K filed by the Issuer with the Securities and Exchange Commission on May 27, 2022).
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4
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Amendment Number Two to Loan and Security Agreement, dated September 30, 2022, by and among Vertex Refining Alabama LLC, as borrower, Vertex Energy, Inc., as parent and as a guarantor, certain direct and
indirect subsidiaries of Vertex Energy, Inc., as guarantors, the lenders party thereto and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on October 5, 2022).
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5
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Amendment Number Three to Loan and Security Agreement, dated January 8, 2023, by and among Vertex Refining Alabama LLC, as borrower, Vertex Energy, Inc., as parent and as a guarantor, certain direct and
indirect subsidiaries of Vertex Energy, Inc., as guarantors, the lenders party thereto and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on January 12, 2023).
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6
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Amendment Number Four and Consent and Waiver to Loan and Security Agreement, dated May 26, 2023, by and among Vertex Refining Alabama LLC, as borrower, Vertex Energy, Inc., as parent and as a guarantor,
certain direct and indirect subsidiaries of Vertex Energy, Inc., as guarantors, the lenders party thereto and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders (incorporated by reference to Exhibit
10.9 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on May 31, 2023).
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7
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Amendment Number Five to Loan and Security Agreement, dated December 28, 2023, by and among Vertex Refining Alabama LLC, as borrower, Vertex Energy, Inc., as parent and as a guarantor, certain direct and
indirect subsidiaries of Vertex Energy, Inc., as guarantors, the lenders party thereto and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.1 to the Current
Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on January 2, 2024).
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8
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Omnibus Amendment and Waiver, dated June 4, 2024, by and among Vertex Refining Alabama LLC, as borrower, Vertex Energy, Inc., as parent and as a guarantor, certain direct and indirect subsidiaries of Vertex
Energy, Inc., as guarantors, the lenders party thereto and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K filed by the
Issuer with the Securities and Exchange Commission on June 17, 2024).
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9
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Amendment Number Six and Limited Consent to Loan and Security Agreement, dated June 25, 2024, by and among Vertex Refining Alabama LLC, as borrower, Vertex Energy, Inc., as parent and as a guarantor, certain
direct and indirect subsidiaries of Vertex Energy, Inc., as guarantors, the lenders party thereto and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.1 to
the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 28, 2024).
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10
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Amendment Number Seven and Limited Consent to Loan and Security Agreement, dated July 24, 2024, by and among Vertex Refining Alabama LLC, as borrower, Vertex Energy, Inc., as parent and as a guarantor,
certain direct and indirect subsidiaries of Vertex Energy, Inc., as guarantors, the lenders party thereto and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders (incorporated by reference to Exhibit
10.1 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 30, 2024).
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11
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Warrant Agreement, dated April 1, 2022, by and among Vertex Energy, Inc. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on
Form 8-K filed by the Issuer with the Securities and Exchange Commission on April 7, 2022).
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12
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Warrant Agreement, dated May 26, 2022, by and among Vertex Energy, Inc. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on
Form 8-K filed by the Issuer with the Securities and Exchange Commission on May 27, 2022).
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13
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Warrant Agreement, dated December 28, 2023, by and among Vertex Energy, Inc. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current
Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on January 2, 2024).
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14
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Amendment to the April 1, 2022 Warrant Agreement, dated December 28, 2023, by and among Vertex Energy, Inc. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to
Exhibit 4.2 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on January 2, 2024).
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15
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Amendment to the May 26, 2022 Warrant Agreement, dated December 28, 2023, by and among Vertex Energy, Inc. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to
Exhibit 4.3 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on January 2, 2024).
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16
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Warrant Agreement, dated June 25, 2024, by and among Vertex Energy, Inc. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on
Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 28, 2024).
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17
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Warrant Agreement, dated July 24, 2024, by and among Vertex Energy, Inc. and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on
Form 8-K filed by the Issuer with the Securities and Exchange Commission on July 30, 2024).
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CUSIP No: 92534K107
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SCHEDULE 13D
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Page 9 of 13 pages
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18
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Registration Rights Agreement, dated April 1, 2022, between Vertex Energy, Inc. and each of the holders of the warrants (incorporated by reference to Exhibit 10.8 to the Current Report on Form 8-K filed by
the Issuer with the Securities and Exchange Commission on April 7, 2022).
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19
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First Amended and Restated Registration Rights Agreement, dated May 26, 2022, between Vertex Energy, Inc. and each of the holders of the warrants (incorporated by reference to Exhibit 10.2 to the Current
Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on May 27, 2022).
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20
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Amendment No. 1 to the First Amended and Restated Registration Rights Agreement, dated June 15, 2022, between Vertex Energy, Inc. and each of the holders of the warrants (incorporated by reference to Exhibit
10.2 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 21, 2022).
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21
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Registration Rights Agreement, dated December 28, 2023, between Vertex Energy, Inc. and each of the holders of the warrants (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed
by the Issuer with the Securities and Exchange Commission on January 2, 2024).
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22
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Registration Rights Agreement, dated June 25, 2024, between Vertex Energy, Inc. and each of the holders of the warrants (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by
the Issuer with the Securities and Exchange Commission on June 28, 2024).
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23
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Registration Rights Agreement, dated July 24, 2024, between Vertex Energy, Inc. and each of the holders of the warrants (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed by
the Issuer with the Securities and Exchange Commission on July 30, 2024).
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24
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Limited Consent, dated January 31, 2023, by and among Vertex Refining Alabama LLC, as borrower, Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders under the Loan and
Security Agreement and the lenders party thereto (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on August 9, 2023).
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25
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Limited Consent, dated May 5, 2023, by and among Vertex Refining Alabama LLC, as borrower, Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders under the Loan and
Security Agreement and the lenders party thereto (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission on August 9, 2023).
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26
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Limited Consent, dated March 22, 2024, by and among Vertex Refining Alabama LLC, as borrower, Vertex Energy, Inc., certain direct and indirect subsidiaries of Vertex Energy, Inc., the lenders party thereto
and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission
on May 17, 2024).
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27
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Limited Consent, dated March 28, 2024, by and among Vertex Refining Alabama LLC, as borrower, Vertex Energy, Inc., certain direct and indirect subsidiaries of Vertex Energy, Inc., the lenders party thereto
and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.4 to the Quarterly Report on Form 10-Q filed by the Issuer with the Securities and Exchange Commission
on May 17, 2024).
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28
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Limited Consent and Waiver, dated May 23, 2024, by and among Vertex Refining Alabama LLC, Vertex Energy, Inc., the subsidiaries of Vertex Energy, Inc. party thereto, the lenders party thereto and Cantor
Fitzgerald Securities, as administrative agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 17,
2024).
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29
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Limited Consent and Partial Lien Release, dated May 24, 2024, by and among Vertex Refining Alabama LLC, Vertex Energy, Inc., the subsidiaries of Vertex Energy, Inc. party thereto, the lenders party thereto
and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on
June 17, 2024).
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30
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Limited Consent, dated June 11, 2024, by and among Vertex Refining Alabama LLC, Vertex Energy, Inc., the subsidiaries of Vertex Energy, Inc. party thereto, the lenders party thereto and Cantor Fitzgerald
Securities, as administrative agent and collateral agent for the lenders (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed by the Issuer with the Securities and Exchange Commission on June 17, 2024).
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31
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Amendment Number Eight and Limited Consent to Loan and Security Agreement, dated as of August 23, 2024, by and among Vertex Refining Alabama LLC, as borrower, Vertex Energy, Inc., as parent and as a
guarantor, certain direct and indirect subsidiaries of Vertex Energy, Inc., as guarantors, the lenders party thereto, and Cantor Fitzgerald Securities, as administrative agent and collateral agent for the lenders (incorporated by reference
to Exhibit 10.1 to the Current Report on Form 8-K filed by the Issuer with the SEC August 26, 2024).
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32
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Restructuring Support Agreement, dated September 24, 2024, by and among the Issuer, the Managed Accounts and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Current Report on Form
8-K filed by the Issuer with the Securities and Exchange Commission on September 26, 2024).
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CUSIP No: 92534K107
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SCHEDULE 13D
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Page 10 of 13 pages
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October 1, 2024
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(Date)
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WHITEBOX ADVISORS LLC
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/s/ Lisa Conrad
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(Signature)
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Lisa Conrad
General Counsel & Chief Compliance Officer
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(Name/Title)
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October 1, 2024
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(Date)
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WHITEBOX GENERAL PARTNER LLC
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/s/ Lisa Conrad
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(Signature)
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Lisa Conrad
Authorized Signatory
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(Name/Title)
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CUSIP No: 92534K107
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SCHEDULE 13D
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Page 11 of 13 pages
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Name
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Business Address
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Present Principal Employment
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Citizenship
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Robert Vogel
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3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
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Partner, Co-Chair of the Investment Committee
and Board member
Whitebox Advisors LLC
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USA
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Lisa Conrad
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515 Madison Ave,, 34th Fl
New York, NY 10022
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General Counsel & Chief Compliance Officer
Whitebox Advisors LLC
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USA
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Brian Lofton
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515 Madison Ave., 34th Fl
New York, NY 10022
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Chief Risk Officer
Whitebox Advisors LLC
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USA
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Jacob Mercer
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3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
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Partner, Head of Special Situations and Restructuring and Board member
Whitebox Advisors LLC
|
USA
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Paul Roos
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3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
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Partner, Head of Structured Credit and Board member
Whitebox Advisors LLC
|
USA
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Muqu Karim
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515 Madison Ave., 34th Fl
New York, NY 10022
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Chief Operating Officer & Chief Financial Officer
Whitebox Advisors LLC
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USA
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Nick Stukas
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3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
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Partner, Head of Credit Relative Value and Board Member
Whitebox Advisors LLC
|
USA
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Brian Lutz
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3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
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Partner, Head of Convertible Arbitrage and Board Member
Whitebox Advisors LLC
|
USA
|
CUSIP No: 92534K107
|
SCHEDULE 13D
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Page 12 of 13 pages
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Name
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Business Address
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Present Principal Employment
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Citizenship
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Robert Vogel
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3033 Excelsior Boulevard
Suite 500
Minneapolis, MN 55416
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Partner, Co-Chair of the Investment Committee
Whitebox Advisors LLC
|
USA
|
Jacob Mercer
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3033 Excelsior Boulevard, Suite 500
Minneapolis, MN 55416
|
Partner, Head of Special Situations and Restructuring
Whitebox Advisors LLC
|
USA
|
Paul Roos
|
3033 Excelsior Boulevard, Suite 500
Minneapolis, MN 55416
|
Partner, Head of Structured Credit
Whitebox Advisors LLC
|
USA
|
Nick Stukas
|
3033 Excelsior Boulevard, Suite 500
Minneapolis, MN 55416
|
Partner, Head of Credit Relative Value
Whitebox Advisors LLC
|
USA
|
Brian Lutz
|
3033 Excelsior Boulevard, Suite 500
Minneapolis, MN 55416
|
Partner, Head of Convertible Arbitrage
Whitebox Advisors LLC
|
USA
|
CUSIP No: 92534K107
|
SCHEDULE 13D
|
Page 13 of 13 pages
|
October 1, 2024
|
|
(Date)
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|
WHITEBOX ADVISORS LLC
|
|
/s/ Lisa Conrad
|
|
(Signature)
|
|
Lisa Conrad
General Counsel & Chief Compliance Officer
|
|
(Name/Title)
|
|
October 1, 2024
|
|
(Date)
|
|
WHITEBOX GENERAL PARTNER LLC
|
|
/s/ Lisa Conrad
|
|
(Signature)
|
|
Lisa Conrad
Authorized Signatory
|
|
(Name/Title)
|