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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
Date of Report (Date of Earliest Event Reported): May
17, 2024
VERTEX ENERGY, INC.
(Exact name of registrant as specified in its charter)
| Nevada |
001-11476 |
94-3439569 |
(State or other jurisdiction of
incorporation) |
(Commission File Number) |
(IRS Employer
Identification No.) |
|
1331
Gemini Street
Suite 250
Houston,
Texas |
77058 |
| (Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area
code: (866) 660-8156
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| |
|
| ☐ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| |
|
| ☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of
the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
|
Common
Stock
$0.001 Par Value Per Share
|
VTNR |
The NASDAQ
Stock Market LLC
(Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an
emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by
check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 1.01 |
Entry into a Material Definitive Agreement. |
On
May 17, 2024, Vertex Refining Alabama LLC (“Vertex Refining”), a wholly-owned subsidiary of Vertex Energy, Inc. (the
“Company”, “we” and “us”), Macquarie Energy North America Trading Inc. (“Macquarie”),
the Company and Vertex Renewables Alabama LLC, the Company’s wholly-owned subsidiary (“Vertex Renewables”), entered
into Amendment No. 4 to Supply and Offtake Agreement (“Amendment No. 4”).
Amendment
No. 4 amended that certain April 1, 2022 Supply and Offtake Agreement entered into between Vertex Refining and Macquarie (as amended from
time to time, the “Supply and Offtake Agreement”), to, among other things, modify certain offtake agreements subject
to the Supply and Offtake Agreement terms and amend certain of the fees payable to Macquarie in connection therewith. The Company and
Vertex Renewables were party to Amendment No. 4 solely for the purposes of confirming the terms thereof in connection with a guaranty
in favor of Macquarie, whereby each of such parties agreed to guaranty the obligations of Vertex Refining under the Supply and Offtake
Agreement.
The
foregoing description of Amendment No. 4 does not purport to be complete and is qualified in its entirety by reference to the full text
of Amendment No. 4, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, and is incorporated into
this Item 1.01 by reference in its entirety.
| Item 9.01 |
Financial Statements and Exhibits. |
£ Certain confidential
portions of this Exhibit were omitted by means of marking such portions with brackets (“[***]”) because the identified confidential
portions (i) are not material and (ii) the Company customarily and actually treats that information as private or confidential.
+ Certain schedules, annexes and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. A copy of any omitted schedule or exhibit will be furnished supplementally to the Securities and Exchange Commission upon request; provided, however that Vertex Energy, Inc. may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedule or exhibit so furnished.
SIGNATURES
Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
VERTEX ENERGY, INC. |
|
| |
|
|
| Date: May 22, 2024 |
By: |
/s/ Chris Carlson |
|
| |
|
Chris Carlson |
|
| |
|
Chief Financial Officer |
|
Vertex Energy 8-K
Exhibit 10.1
CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT
HAVE BEEN OMITTED AND REPLACED WITH “[***]”. SUCH IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS
(I) NOT MATERIAL AND (II) THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS THAT INFORMATION AS PRIVATE OR CONFIDENTIAL.
| (1) | MACQUARIE ENERGY NORTH AMERICA TRADING INC. |
| (2) | VERTEX REFINING ALABAMA LLC |
| (3) | Vertex Renewables Alabama LLC |
amendment agreement
No. 4
in respect of a supply and offtake agreement
dated april 1, 2022 and certain other transaction documents
 |
Reed Smith LLP
The Broadgate Tower
20 Primrose Street
London EC2A 2RS
Phone: +44 (0) 20 3116 3000
Fax: +44 (0) 20 3116 3999
DX1066 City / DX18 London
r e e d s m i t h . c o m
|
CONTENTS
SECTION
Schedule
| THIS AGREEMENT (this "Agreement") is dated | May
17, 2024 |
BETWEEN:
| (1) | MACQUARIE ENERGY NORTH AMERICA TRADING INC., a Delaware corporation, located at 500 Dallas Street,
Suite 3300 Houston, Texas 77002 ("Macquarie"); |
| (2) | VERTEX REFINING ALABAMA LLC, Delaware limited liability company, located at 1331 Gemini Street,
Suite 250, Houston, Texas, TX 77058-2764 United States (the "Company"); |
| (3) | VERTEX ENERGY, INC., a Nevada corporation, located at 1331 Gemini Street, Suite 250, Houston, Texas,
TX 77058-2764 United States (the "Parent"); and |
| (4) | VERTEX RENEWABLES ALABAMA LLC, Delaware limited liability company, located at 1331 Gemini Street,
Suite 250, Houston, Texas, TX 77058-2764 United States ("Vertex Renewables"); |
each referred to individually
as a "Party" and collectively as the "Parties".
RECITALS
| (A) | WHEREAS, Macquarie and the Company entered into a supply and offtake agreement dated April 1, 2022,
as amended on May 26, 2023, September 1, 2023 and December 8, 2023 (as so amended, the "Supply and Offtake Agreement")
and certain other Transaction Documents (as defined in the Supply and Offtake Agreement). |
| (B) | WHEREAS, the Company has advised Macquarie that (i) it expects to enter into an agreement with
Glencore Ltd., to be effective as of April 1, 2024, for Glencore Ltd.'s offtake of jet fuel from the Refinery (the "Glencore Jet
Offtake Agreement"), and (ii) that certain term agreement for offtake of ULSD and Jet A-1/Defstan between the Company and Shell
Trading (US) Company dated April 1, 2022 (the "Shell Distillates Offtake Agreement") terminated with effect as of April
1, 2024. Accordingly, Macquarie and the Company now wish to make certain amendments to the terms of the Supply and Offtake Agreement and
the Fee Letter in order to accommodate the entry into of the Glencore Jet Offtake Agreement and the termination of the Shell Distillates
Offtake Agreement. |
| (C) | WHEREAS, the Parent and Macquarie entered into a guaranty agreement dated April 1, 2022 in favour
of Macquarie (the "Parent Guaranty") and Vertex Renewables and Macquarie entered into a guaranty agreement dated May
26, 2023 in favor of Macquarie (the "Vertex Renewables Guaranty" and together with the Parent Guaranty, the "Guaranties"
and each a "Guaranty"), in each case, with respect to the Company's obligations under the Supply and Offtake Agreement. |
| (D) | WHEREAS, in connection with the amendments to be made to the Supply and Offtake Agreement and certain
other Transaction Documents, the Parent and Vertex Renewables are a party to this Agreement solely for the purpose of confirming its obligations
under the Guaranty to which it is a party, which will remain in full force and effect notwithstanding the amendments made to the Supply
and Offtake Agreement and such other Transaction Documents. |
| (E) | NOW, THEREFORE, in exchange for good and valuable consideration (the receipt and sufficiency of
which are hereby acknowledged and confirmed), the Parties hereto agree as follows. |
In this Agreement:
"Amended
Supply and Offtake Agreement" means the Supply and Offtake Agreement as amended by this Agreement.
"Effective
Date" means the date of this Agreement.
"Guaranties"
and "Guaranty" has the meaning given to those terms in Recital (C).
"Supply and
Offtake Agreement" has the meaning given to that term in Recital (A).
| (a) | Unless a contrary indication appears, terms defined in or construed for the purposes of the Supply and
Offtake Agreement have the same meanings when used in this Agreement. |
| (b) | The principles of construction as set out in section 1.2 (Construction of Agreement) of the Supply
and Offtake Agreement shall have effect as though they were set out in full in this Agreement but so that each reference in that section
to "this Agreement" shall be read as a reference to this Agreement. |
| (c) | In this Agreement any reference to an Article, Section or Schedule is, unless the context otherwise requires,
a reference to an article, section or schedule of this Agreement. |
No Person other
than the Parties shall have any rights hereunder or be entitled to rely on this Agreement and all third-party beneficiary rights are hereby
expressly disclaimed.
Macquarie and the Company agree that
this Agreement shall be a Transaction Document for the purposes of the Supply and Offtake Agreement.
Each of the Parent and Vertex Renewables
is entering into this Agreement solely for the purposes set out in Section 3 (Confirmation of Guaranty) and Section 5.1(c) (Representations).
| 2 | amendment of the Transaction Documents |
| 2.1 | Macquarie and the Company agree that, on and from the Effective Date: |
| (a) | the Supply and Offtake Agreement shall be amended on the terms set out in Schedule 1 to this Agreement;
and |
| (b) | the Fee Letter shall be amended on the terms set out in Schedule 2 to this Agreement. |
| 2.2 | On and from the Effective Date the rights and obligations of the parties to the Supply and Offtake Agreement
shall be governed by and construed in accordance with the provisions of the Supply and Offtake Agreement as amended by this Agreement,
and all references in any of the Transaction Documents to the Supply and Offtake Agreement (howsoever described) shall mean the Supply
and Offtake Agreement as amended hereby. |
| 3 | confirmation of guaranty |
| 3.1 | By executing this Agreement, the Parent and Vertex Renewables: |
| (a) | consents to the Company entering into this Agreement; and |
| (b) | confirms and restates that its obligations under the Guaranty to which it is a party shall continue in
full force and effect as a continuing security for the payment and discharge of the Guaranteed Obligations (as defined in the Guaranty
to which it is a party), including without limitation, all amounts owing by the Company to Macquarie in relation to the Transaction Documents
and the Transaction Obligations. |
| 4 | confirmation of EXISTING SECURITY |
| (a) | The Company confirms that each of the existing Lien Documents that it has executed in favour of Macquarie
shall continue in full force and effect as a continuing security for the obligations of the Company pursuant to the Amended Supply and
Offtake Agreement and the other Transaction Documents. |
| (b) | Each of Macquarie and the Company acknowledge and agree that the Liens granted in favour of Macquarie
pursuant to the Pledge and Security Agreement are not intended to (and do not) secure the obligations owed by the Company to Macquarie
pursuant to the guaranty dated as of May 26, 2023 from the Company and provided to Macquarie in connection with the Vertex Renewables
Transaction Documents (as defined in the Vertex Renewables SOA). |
The Shell Distillates
Offtake Agreement is an "Intermediated Product Offtake Contract", the termination of which is a Termination Event pursuant to
Section 20.3 of the Supply and Offtake Agreement and entitles Macquarie to terminate the Supply and Offtake Agreement in accordance with
the other terms and conditions of the Supply and Offtake Agreement. Macquarie hereby confirms that it waives (i) any right to terminate
the Supply and Offtake Agreement pursuant to Section 20.3 of the Supply and Offtake Agreement and (ii) any and all other rights and remedies
available to it under the Supply and Offtake Agreement, in each case as a result of and solely to the extent that such rights and remedies
arise in relation to the above-referenced termination of the Shell Distillates Offtake Agreement. For the avoidance of doubt, Vertex and
Macquarie agree that the Shell Distillates Offtake Agreement terminated automatically as of April 1, 2024 in accordance with the terms
thereof.
| 6.1 | Without prejudice to the rights of Macquarie which have arisen on or before the Effective Date: |
| (a) | the Company and Macquarie each repeat the representations and warranties set out in section 19.1 (Mutual
Representations) of the Amended Supply and Offtake Agreement; |
| (b) | the Company repeats the representations and warranties set out in section 19.2 (Company's Representations)
of the Amended Supply and Offtake Agreement; and |
| (c) | each of the Parent and Vertex Renewables repeats the representations and warranties set out in section
5.1 (Representations and Warranties) of the Guaranty to which it is a party, |
in each case on the
date of this Agreement and by reference to the facts and circumstances then existing.
| 7 | continuity and RATIFICATION |
| 7.1 | The provisions of the Transaction Documents shall, save as amended by this Agreement, continue in full
force and effect. |
| 7.2 | The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any right,
power or remedy of Macquarie or any of its assignees under the Amended Supply and Offtake Agreement or any other Transaction Document,
instrument, or agreement executed in connection therewith, nor constitute a waiver of any provision contained therein. |
The Company agrees to take all further
actions and execute all further documents (and to procure the doing of all acts and things and the execution of all documents) as Macquarie
may from time to time reasonably request to carry out the transactions contemplated by this Agreement and all other agreements executed
and delivered in connection herewith.
| 8.2 | Incorporation of Terms |
The provisions of section 22.5 (Indemnification;
Expenses), section 25 (Confidentiality) and sections 27 (Assignment) to 32 (Miscellaneous) (inclusive) of the
Amended Supply and Offtake Agreement shall apply to this Agreement as if set out in full in this Agreement and as if references in those
sections to "this Agreement", "either Party" and "neither Party" are references to this Agreement, "each
Party" and "no Party", respectively.
| 9 | Governing law and jurisdiction |
| 9.1 | THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED
AND ENFORCED UNDER THE LAWS OF THE STATE OF NEW YORK WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PRINCIPLES THAT WOULD REQUIRE THE APPLICATION
OF THE LAWS OF ANOTHER STATE. |
| 9.2 | EACH OF THE PARTIES HEREBY IRREVOCABLY SUBMITS
TO THE EXCLUSIVE JURISDICTION OF ANY FEDERAL OR STATE COURT OF COMPETENT JURISDICTION SITUATED IN THE CITY OF NEW YORK, (WITHOUT RECOURSE
TO ARBITRATION UNLESS BOTH PARTIES AGREE IN WRITING), AND TO SERVICE OF PROCESS BY CERTIFIED MAIL, DELIVERED TO THE PARTY AT THE ADDRESS
INDICATED IN ARTICLE 28 OF THE SUPPLY AND OFFTAKE AGREEMENT. EACH PARTY HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY OBJECTION TO PERSONAL JURISDICTION, WHETHER ON GROUNDS OF VENUE, RESIDENCE OR DOMICILE. |
| 9.3 | EACH PARTY WAIVES, TO THE FULLEST EXTENT PERMITTED
BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY PROCEEDINGS RELATING TO THIS AGREEMENT. |
Schedule
1
Amendment
to Supply and Offtake Agreement
The Supply and Offtake Agreement
shall be amended as follows:
| 1 | the definition of "Intermediated Product Offtake Agreement" in Clause 1.1 (Definitions)
is deleted in its entirety and replaced with the following: |
""Intermediated
Product Offtake Contract" means (i) the term agreement for offtake of Heavy Olefin Plant Feed between the Company and Shell
Chemical LP dated April 1, 2022, (ii) the Jet Fuel Sales Agreement between the Company and Glencore Ltd. dated as of April 1, 2024, and
(iii) the term agreement for offtake of Gasoline between Equilon Enterprises LLC, dba Shell Oil Product US, dated April 1, 2022, and
any other agreement designated as such by the Parties.";
| 2 | Section 8.1(b) (Included Product Purchase Transaction) is deleted in its entirety and replaced
with the following: |
"(b) Included
Product Purchase Transaction.
| (i) | From time to time, the Company may notify Macquarie of one or more quantities of Product of a particular
Product Group that is available from an identified Product Supplier and request that Macquarie enter into an Included Product Purchase
Transaction with such identified Product Supplier by providing Macquarie with a transaction supplement in substantially the relevant form
included in Schedule L (Form of Transaction Supplement) (a “Product Purchase Proposal”). Each Product Purchase
Proposal: |
| (A) | shall comply with all applicable Sanctions Laws and other Applicable Laws relating to the control of export
and contract; |
| (B) | shall relate to a proposed contract with a Product Supplier: |
| (I) | on open credit terms, unless otherwise agreed with Macquarie in its sole discretion (in which case, without
duplication, any costs or expenses incurred by Macquarie in connection with the provision and maintenance of such credit support or collateral
shall be deemed to be Ancillary Costs for which the Company is required to indemnify Macquarie); and |
| (II) | which are on contract terms with the relevant Product Supplier that are acceptable to Macquarie; |
| (C) | shall provide for each cargo of Product to be supplied on a customs-cleared basis where the original Product
Supplier shall arrange and pay for export documentation and costs; |
| (D) | shall include full charterparty options for discharge and with diversions at charterparty cost, with access
to vessel and charterparty data; and |
| (E) | when such volume of Product is expected to be purchased by the Company from Macquarie. |
| (ii) | The Company shall use commercially reasonable efforts to agree to terms with the relevant Third
Party Supplier to permit Macquarie to disclose the terms of the resultant Included Product Purchase Transaction and related information to the Company, at the
same time as its delivery of the relevant Product Purchase Proposal or as soon as practicable thereafter (and, in any case, prior to Macquarie
and the relevant Product Supplier entering into the relevant Included Product Purchase Transaction). |
| (iii) | Macquarie may, in its sole and absolute discretion, reject a Product Purchase Proposal from the Company. |
| (iv) | If, and only if, the Company and Macquarie agree on the terms for a potential Included Product Purchase
Transaction, Macquarie shall use commercially reasonable efforts to promptly enter into a binding agreement with the identified potential
Product Supplier for the purchase of the relevant quantity and specification of Product on terms which, unless otherwise agreed by the
Company, are at least as favorable to the Company as those specified by the Company in the relevant Product Purchase Proposal, to the
extent such terms were accepted by Macquarie; provided that the quantities and specification of Product specified in the relevant
Product Purchase Proposal remain available for purchase in the market under those same terms (or similar terms acceptable to the Company
and Macquarie). In the event that Macquarie enters into an Included Product Purchase Transaction in accordance with the foregoing procedures,
Macquarie shall promptly notify the Company and shall confirm such Included Product Purchase Transaction and its key trade terms to the
Company using Macquarie’s ordinary documentation and confirmation procedures, to the extent it is permitted to do so by the terms
of the relevant Included Product Purchase Transaction. |
| (v) | If Macquarie notifies the Company that it is unwilling or unable to enter into the relevant Included Product
Purchase Transaction with a Product Supplier, the Company may instead purchase the relevant quantities and specification of Product specified
in the relevant Product Purchase Proposal from the relevant Product Supplier and sell such quantities of Product to Macquarie in accordance
with Section 8.1(c) below."; and |
| 3 | Schedule C is amended as follows: |
| (a) | the definition of "Distillate Tripartite" is deleted in its entirety from sub-paragraph (h)
of Part II (Calculation of True-Up Amounts) thereof; and |
| (b) | the definition of "Relevant Averaging Period Price" in sub-paragraph (h) of Part II (Calculation
of True-Up Amounts) is deleted in its entirety and replaced with the following: |
“Relevant Averaging Period
Price” means in respect of each Tripartite Product Offtake Agreement, [***].".
Schedule
2
Amendment
to Fee Letter
The Fee Letter shall be amended as follows:
| 1 | Paragraph 5 (Monthly Product Intermediation Fee) of Clause 2 (Payment Covenants) is deleted
in its entirety and replaced with the following: |
| "5. | Monthly Product Intermediation Fee. The Company
shall pay the Monthly Product Intermediation Fee to Macquarie on a monthly basis, on or before the fifth (5th) Business Day of each month
with respect to the preceding month then ended. |
As used herein, “Monthly
Product Intermediation Fee” equals the aggregate of:
| (a) | the aggregate of, in respect of each Customer, the Customer Barrel Fee on all Barrels of Product (other
than Third Party Product Inventory) sold by Macquarie to that Customer in connection with the Supply and Offtake Agreement either (x)
pursuant to the relevant Tripartite Product Offtake Contract; or (y) pursuant to Section 8.2(c) of the Supply and Offtake Agreement and
the relevant Included Sales Transactions entered into with a Customer thereunder , but, for the avoidance of doubt, in either case, shall
exclude any Barrels of Product sold by Macquarie or any of its Affiliates pursuant to a Proprietary Trade; and |
| (b) | the aggregate of, in respect of each Product Supplier, the Supplier Barrel Fee on all Barrels of Product
purchased by Macquarie from such Product Supplier pursuant to Section 8.1(b) of the Supply and Offtake Agreement and the relevant Included
Product Purchase Transaction(s) entered into with a Product Supplier thereunder. |
If the average of
the Current Month Pricing Benchmark for any Product during the two months immediately preceding a relevant Monthly Determination Date
has increased or decreased by more US$[***] compared to the average of the Current Month Pricing Benchmark during the two months immediately
preceding the Commencement Date (or if later, the most recent date on which the Customer Barrel Fee was amended), the Parties agree to
discuss in good faith such amendments to any relevant Customer Barrel Fee as are reasonably necessary in order to account for the corresponding
change to Macquarie’s credit risk in relation to such Customers. The Monthly Product Intermediation Fee is not applicable to any
sale of Product to a Third Party by Macquarie in connection with the termination of the Supply and Offtake Agreement.".
| 2 | The table set out under the heading "Schedule B -Customer Barrel Fee" shall be deleted in its
entirety and replaced with the following: |
"Schedule
B – Barrel Fee
| Customer |
Customer Barrel Fee |
| Shell Chemical L.P. |
US$[***] per Barrel |
| Equilon Enterprises LLC, dba Shell Oil Products US |
US$[***] per Barrel |
| Glencore Ltd |
US$[***] per Barrel |
| Any other Customer |
As agreed between Macquarie and the Company |
| Product Supplier |
Supplier Barrel Fee |
| Each Product Supplier |
As agreed between Macquarie and the Company by way of an exchange of e-mails in connection with each Product Purchase Proposal and any resultant Included Product Purchase Transaction." |
EXECUTION PAGES
Executed by MACQUARIE ENERGY NORTH AMERICA TRADING INC. acting by:
| /s/ Brian Houstoun |
and |
/s/ Travis McCullough |
| Name: Brian Houstoun |
|
Name: Travis McCullough |
| Title: Senior Managing Director |
|
Title: Division Director |
| |
|
|
Executed by VERTEX REFINING ALABAMA LLC acting by:
| /s/ Benjamin P. Cowart |
|
|
|
Name: Benjamin P. Cowart
Title: President and Chief Executive Officer
|
|
|
Executed by VERTEX ENERGY, INC. acting by:
| /s/ Benjamin P. Cowart |
|
|
|
Name: Benjamin P. Cowart
Title: President and Chief Executive Officer
|
|
|
Executed by VERTEX RENEWABLES ALABAMA LLC acting by:
| /s/ Benjamin P. Cowart |
|
|
|
Name: Benjamin P. Cowart
Title: President and Chief Executive Officer
|
|
|
[Signature Page to Amendment Agreement No. 4 in Respect of a Supply and Offtake Agreement dated April 1, 2022 by and between Macquarie Energy North America Trading Inc. and Vertex Refining Alabama LLC and Certain Other Transaction Documents]
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| X |
- DefinitionThe exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 12
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
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-Publisher SEC
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-Publisher SEC
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-Publisher SEC
-Name Exchange Act
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Number 240
-Section 14a
-Subsection 12
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| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
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| Namespace Prefix: |
dei_ |
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