Item 3.
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Source and Amount of Funds or Other Consideration.
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Item 3 is hereby amended to add the following paragraph:
Pursuant to the Merger Agreement (as defined below), the funding for the Merger (as defined below) described in Item 4 below (which Item 4
is incorporated herein by reference) will consist entirely of cash funded from a combination of existing cash on hand and/or borrowings under Valeros revolving credit facility. The Merger will not be subject to any financing condition.
Item 4.
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Purpose of Transaction.
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Item 4 is hereby amended to add to following:
On October 18, 2018, Valero, Forest Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of VTDC
(Merger Sub), the Partnership and the General Partner entered into an Agreement and Plan of Merger (the Merger Agreement), pursuant to which Valero will acquire all of the outstanding Common Units not already owned by the
Reporting Persons and their subsidiaries. Upon the terms and conditions set forth in the Merger Agreement, Merger Sub will be merged with and into the Partnership (the Merger), with the Partnership surviving and continuing to exist as a
Delaware limited partnership.
At the effective time of the Merger (the Effective Time), each Common Unit issued and
outstanding (other than Common Units owned immediately prior to the Effective Time by the Reporting Persons and their subsidiaries, which will remain outstanding in the Partnership and be unaffected by the Merger) will be converted into the right to
receive $42.25 per Common Unit in cash, without any interest thereon.
Simultaneously with the execution of the Merger Agreement, the
Partnership and VTDC entered into a Support Agreement (the Support Agreement), whereby VTDC has agreed to deliver or cause to be delivered, with respect to the Common Units that it beneficially owns, a written consent approving the
Merger Agreement and the consummation of the transactions contemplated thereby, including the Merger, unless VTDC elects to terminate the Support Agreement following a change by the board of directors of the General Partner to its recommendation
concerning the Merger in accordance with the terms of the Merger Agreement.
The foregoing summary of the Merger Agreement, the Support
Agreement and the transactions contemplated thereby do not purport to be complete and are subject to, and qualified in their entirety by, the full text of the Merger Agreement and the Support Agreement, copies of which are filed as Exhibit I and
Exhibit II hereto, respectively, and are incorporated by reference in their entirety into this Item 4. The representations, warranties and covenants set forth in the Merger Agreement have been made only for purposes of, were and are solely for
the benefit of the parties to, the Merger Agreement, may be subject to limitations agreed upon by the parties to the Merger Agreement and may be subject to standards of materiality applicable to the contracting parties that differ from those
applicable to investors. In addition, such representations and warranties (a) will not survive consummation of the Merger and cannot be the basis for any claims under the Merger Agreement by any contracting party after termination of the Merger
Agreement, except as a result of intentional and material breach or intentional fraud, and (b) were made only as of the date specified in the Merger Agreement. Moreover, information concerning the subject matter of the representations,
warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in Valeros or the Partnerships public disclosures. Accordingly, the Merger Agreement is
incorporated by reference