Sisecam Resources LP: M&A transaction — Sisecam Resources acquired for $25.00/unit; common units delisted from NYSE

Sisecam Resources LP

Merger closed May 26, 2023: each common unit (not held by SCR) converted to $25.00 cash.
SCR entered a $110M term loan facility to finance the merger; matures October 15, 2026.
Common units suspended from NYSE trading; Partnership to file Form 15 to end SEC reporting.
Partnership becomes a private, wholly-owned subsidiary of SCW and SCR.
Bank of America served as SCR's financial advisor; Evercore advised the Conflicts Committee.

item 1.01 item 2.01 item 3.01 item 3.03 item 5.02 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Sisecam Resources LP underwent a change of control involving Sisecam Chemicals Wyoming LLC and Sisecam Chemicals Newco LLC for $25.00 per Common Unit in cash (closed 2023-05-26).

Action: change of control
Counterparty: Sisecam Chemicals Wyoming LLC and Sisecam Chemicals Newco LLC
Consideration: $25.00 per Common Unit in cash
Closing: 2023-05-26

Exact text from the filing

such date below: Scheduled Term Loan Repayment Date Amortization December 31, 2023 $ 30,000,000.00 December 31, 2024 $ 30,000,000.00 December 31, 2025 $ 30,000,000.00 October 25, 2026 $ 20,000,000.00 Net proceeds from the Term Loan Facility were used, among other things, to finance the Merger, including the payment of the Merger Consideration (as defined

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.95

Sisecam Resources LP entered into Term Loan Facility with Alter Domus (US) LLC, Deutsche Bank AG New York Branch, Societe Generale, and several other banks, financial institutions, institutional investors and other entities valued at $110 million term loan facility, matures October 15, 2026; interest rate options: Base Rate Loan (hi (effective 2023-05-26).

Action: entry
Agreement: credit facility
Counterparty: Alter Domus (US) LLC, Deutsche Bank AG New York Branch, Societe Generale, and several other banks, financial institutions, institutional investors and other entities
Value: $110 million term loan facility, matures October 15, 2026; interest rate options: Base Rate Loan (hi
Effective: 2023-05-26

Exact text from the filing

On the Closing Date, SCR entered into a $110 million term loan facility (the “ Term Loan Facility ”) with (i) each of SCR’s subsidiaries (including the Partnership and each of the Partnership’s subsidiaries, other than Sisecam Wyoming LLC (“ SWY ”) and SWY’s subsidiaries), as guarantor (the “ Guarantors ”), (ii) Alter Domus (US) LLC, as administrative agent, (iii) Deutsche Bank AG New York Branch and Societe Generale, as joint lead arrangers and joint book runners, and (iv) several other banks, financial institutions, institutional investors and other entities party thereto.

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Source: SEC EDGAR

accession 0001140361-23-027015

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