8-K

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): October 22, 2020

ADAMS RESOURCES & ENERGY, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-7908	74-1753147
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

17 South Briar Hollow Lane, Suite 100, Houston, Texas	77027
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (713) 881-3600

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, $0.10 par value	AE	NYSE American LLC

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. ☐

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Item 1.01 Entry into a Material Definitive Agreement.

On October 22, 2020 (the “Closing Date”), GulfMark Energy, Inc. (“GulfMark Energy”), a wholly owned subsidiary of Adams Resources & Energy, Inc. (“Adams”), and its wholly owned subsidiary, GulfMark Terminals, LLC (“GulfMark Terminals”, and together with GulfMark Energy, “GulfMark”),‎ entered into a Purchase and Sale Agreement (the “Purchase Agreement”), with EnLink Midstream Operating, L.P. (“Seller”), pursuant to which GulfMark acquired: (i) 100% of the issued and outstanding equity interests of Victoria Express Pipeline, L.L.C. (“VEX”) and (ii) certain related pipeline terminal facility assets‎,‎ for an aggregate purchase price of approximately $20.0 million (the “Purchase Price”), subject to customary post-closing adjustments (such transaction, the “Acquisition”). The Purchase Price is payable as follows: $10.0 million was paid on the Closing Date, with the remainder to be paid in four quarterly installments of $2.5 million, plus interest at a rate of 4.0% per annum, beginning in March 2021. GulfMark has pledged (a) the equity of VEX and GulfMark Terminals and (b) the other acquired assets to secure the payment of the installment portions of the Purchase Price. Adams, VEX and GulfMark Terminals have also provided guarantees to secure such installment payments.

Pursuant to the Purchase Agreement, the purchase price is subject to customary post-closing adjustment provisions. The Purchase Agreement contains customary representations and warranties of GulfMark and Seller and indemnification provisions under which GulfMark, on the one hand, and Seller, on the other, have agreed to indemnify each other against certain liabilities. In connection with closing the Acquisition, Adams issued a press release on October 22, 2020, a copy of which is furnished with this Form 8-K as Exhibit 99.1, and incorporated by reference herein.

The description of the Purchase Agreement contained in this Item 1.01 does not purport to be complete and is qualified in its entirety by the full text of the Purchase Agreement, a copy of which will be filed as an exhibit to Adams’ Annual Report on Form 10-K for the year ending December 31, 2020, or in an earlier filing.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The information set forth in Item 1.01 above is incorporated by reference into this Item 2.01.

In connection with the Acquisition, Adams obtained from the U.S. Securities and Exchange Commission, pursuant to its authority under Rule 3-13 under Regulation S-X, a waiver from the requirements of Rule 3-05 and Article 11 of Regulation S-X to provide certain financial statements of VEX and the other acquired assets and pro forma financial information related to the Acquisition. As a result, Adams will not provide such financial statements and information under Item 9.01(a) and (b) of Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1	Press release of Adams Resources & Energy, Inc. issued October 22, 2020.
104	Cover Page Interactive Data File — the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

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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.

			ADAMS RESOURCES & ENERGY, INC.
Date:	October 22, 2020	By:	/s/ Tracy E. Ohmart
			Tracy E. Ohmart
			Chief Financial Officer
			(Principal Financial Officer and
			Principal Accounting Officer)

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

ADAMS RESOURCES & ENERGY, INC. COMPLETES ACQUISITION OF VEX PIPELINE AND RELATED PIPELINE TERMINAL FACILITIES

-- 56 Mile Pipeline Delivers 90,000 BPD from Eagle Ford to Gulf Coast --

Houston, Texas (Thursday, October 22, 2020) -- Adams Resources & Energy, Inc. (NYSE AMERICAN: AE) (“Adams” or the “Company”) today announced that GulfMark Energy, Inc., Adams’ crude oil marketing subsidiary, and its wholly owned subsidiary, GulfMark Terminals, LLC (collectively, “GulfMark”) has acquired the outstanding equity interests of Victoria Express Pipeline, LLC (“VEX”) and certain related pipeline terminal facility assets from EnLink Midstream Operating, L.P.

The VEX Pipeline System, with truck and storage terminals at both Cuero and the Port of Victoria, Texas, is a crude oil and condensate pipeline system, which connects the heart of the Eagle Ford Basin to the Gulf Coast waterborne market.The VEX Pipeline System includes 56 miles of 12-inch pipeline, which spans DeWitt county to Victoria county, Texas, with 350,000 barrels of above ground storage, two 8 bay truck offload stations, and access to two docks at the Port of Victoria.The VEX Pipeline System can receive crude oil by pipeline and truck, and has downstream pipeline connections to two terminals today, with potential for additional downstream connection opportunities in the future.The pipeline system has a current capacity of 90,000 barrels per day.

“Over the last several years, the VEX Pipeline System has been integral to GulfMark’s crude oil supply and marketing business in the Eagle Ford and Gulf Coast region,” said Greg Mills, President of GulfMark.“As one of the system’s largest shippers, we look forward to fully integrating the VEX Pipeline System into our Gulf Coast marketing business, which will further strengthen our ability to provide excellent service to the producers in the region, as well as more effectively service our end-user markets along the Gulf Coast.As important, the VEX Pipeline System complements our existing storage terminal and dock at the Port of Victoria, where GulfMark will now control 450,000 barrels of storage with three docks.”

Kevin Roycraft, Adams’ Chief Executive Officer and President, commented, “This acquisition is expected to provide growth opportunities to the current GulfMark business, as we will participate in a greater portion of the midstream value chain for crude oil and condensate production moving from the wellhead to the end market.By effectively managing these assets, we plan to further enhance the quality and value of the services our customers have come to expect from GulfMark, as well as begin to provide midstream services to both new and former customers of the VEX Pipeline System.Finally, we believe this transaction will generate long-term cash flow, and represents another key milestone in our strategic efforts to prudently grow the business.”

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Adams Resources & Energy, Inc. is primarily engaged in the business of crude oil marketing, transportation and storage, tank truck transportation of liquid chemicals and dry bulk through its two subsidiaries, GulfMark Energy, Inc. and Service Transport Company, respectively. For more information, visit www.adamsresources.com.

Cautionary Statement Regarding Forward-Looking Statements

This news release contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements relate to future events and anticipated results of operations, business strategies, and other aspects of our operations or operating results. In many cases you can identify forward-looking statements by terminology such as “anticipate,” “intend,” “plan,” “project,” “estimate,” “continue,” “potential,” “should,” “could,” “may,” “will,” “objective,” “guidance,” “outlook,” “effort,” “expect,” “believe,” “predict,” “budget,” “projection,” “goal,” “forecast,” “target” or similar words. Statements may be forward looking even in the absence of these particular words. Where, in any forward-looking statement, the Company expresses an expectation or belief as to future results, such expectation or belief is expressed in good faith and believed to have a reasonable basis. Forward-looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in the forward-looking statements, including, but not limited to: Adams’ ability to efficiently integrate the VEX assets and to obtain the anticipated benefits therefrom, and other risk factors included in Adams’ reports filed with the Securities and Exchange Commission. However, there can be no assurance that such expectation or belief will result or be achieved. Unless legally required, Adams undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

Contact:Tracy E. Ohmart

EVP, Chief Financial Officer

tohmart@adamsresources.com

(713) 881-3609

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XML

Cover Page	Oct. 22, 2020
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 22, 2020
Entity Registrant Name	ADAMS RESOURCES & ENERGY, INC.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-7908
Entity Tax Identification Number	74-1753147
Entity Address, Address Line One	17 South Briar Hollow Lane
Entity Address, Address Line Two	Suite 100
Entity Address, City or Town	Houston
Entity Address, State or Province	TX
Entity Address, Postal Zip Code	77027
City Area Code	713
Local Phone Number	881-3600
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.10 par value
Trading Symbol	AE
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false
Entity Central Index Key	0000002178
Amendment Flag	false