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Mergers & Acquisitions Policies

Mergers & Acquisitions Policies

For Producer Member Organizations

[skip to Associate & International member policy]

Purpose

This policy aims to balance the need for a stable dues revenue stream for NAPA while providing a fair and manageable framework for member organizations undergoing mergers and acquisitions. By implementing a structured transition period for dues reporting and payment, NAPA supports its members through significant organizational changes while maintaining the financial integrity of the association.

These policies are designed to balance the need for operational consistency and financial predictability within NAPA with the flexibility required by our members during organizational changes. Timely communication by members regarding mergers and acquisitions allows NAPA to provide continued excellent service and support to all members, aligned with our strategic goals.

We value each of our members and understand that organizational changes are a natural part of business evolution. NAPA is committed to supporting our members through these transitions while ensuring that we can plan effectively for the future. We appreciate your cooperation and openness in such matters, which helps us serve you better.

1. Notification Requirement

  • Producer member organizations must notify NAPA in writing (email communication is permissible) within 30 days of any public announcement of a merger or acquisition. This notification should include details of the merger or acquisition, including the effective date, entities involved, and member status.
  • Any company that is merged into or acquired by another member organization will forfeit its original join date and any associated statuses, such as founding member, 30-Plus, or Gold Club recognition. Additionally, the merged company will lose its individual voting rights, and voting will be consolidated under the surviving or acquiring member entity. This policy ensures clarity in membership rights and maintains the integrity of the voting process.

2. Reporting and Dues Payment Post-M&A

  • Following a merger or acquisition, the acquired or merging entities will continue to report and pay dues separately based on their quarterly asphalt tonnage through the end of the current asphalt production year, plus the following year’s asphalt tonnage. After this consolidation embargo period, the surviving member organization can elect to consolidate tonnages from all its branches with the headquarters beginning with the first quarter asphalt production report on April 1.
  • This period allows for a smooth transition and minimizes immediate impacts on NAPA’s budget, while providing time for the consolidated entity to align its reporting processes.

3. Dues Consolidation

  • After the consolidation embargo period, the dues can be consolidated. The consolidated entity will report and pay dues based on the total asphalt production of both entities.
  • Consolidation of dues will take effect in the first quarter (April 1) after a minimum of a full year’s asphalt production has been reported.

4. Dues Adjustment Post-Consolidation

  • Post-consolidation, dues will be reported by the member and adjusted based on the actual combined tonnage reported in the first quarterly dues submission after consolidation.
  • NAPA will, upon request, provide a report at the end of the first year following consolidation to ensure that the dues paid reflect the actual tonnage.

5. Appeals and Adjustments

  • Member organizations may appeal for adjustments to their dues or the consolidation timeline if there are extenuating circumstances affecting their ability to comply with the standard policy. Appeals must be submitted in writing and will be considered by the NAPA Dues, Finance & Audit Committee.

6. Communication and Support

  • NAPA will provide guidelines and support to member organizations undergoing mergers or acquisitions to ensure compliance with reporting requirements and to facilitate a smooth transition.
  • Communications will be sent to members regarding any changes or enhancements to this M&A policy. The policy will be posted on NAPA’s website.

7. Policy Review

  • This policy will be reviewed periodically to ensure that it continues to meet the needs of both NAPA and its member organizations. Adjustments will be made based on feedback from members and changes in the industry landscape.

Implementation

  • This policy will be effective starting January 1, 2025, and will apply to all mergers and acquisitions announced after this date.
  • Existing merger or acquisition agreements will be exempted under the M&A terms active at the time of their announcement.

For Associate & International Member Organizations

Purpose

This policy aims to provide clear guidelines for the handling of mergers and acquisitions involving Associate and International members of the National Asphalt Pavement Association (NAPA), ensuring the rights and obligations of members are consistently applied and transparent, while supporting the operational integrity and financial planning of NAPA.

Policy Statement

When an Associate or International member of NAPA merges into or is acquired by another organization, the member rights and privileges will be consolidated under the parent or acquiring organization once NAPA is officially notified of the change.

Notification and Dues

  1. Timely Notification: It is the duty of the acquiring or surviving organization to notify NAPA of any mergers or acquisitions. This notification should be submitted formally in writing (digital communication is permissible) to ensure records are accurately updated.
  2. Dues Adjustment:
    • If NAPA is notified of the merger or acquisition before October 1, the acquired or merged Associate or International member will be covered under the acquiring company's dues for the following year. This allows for streamlined dues management and budgetary adjustments in line with NAPA’s fiscal planning.
    • If the notification is received after October 1, dues for the acquired or merged Associate or International member for the upcoming year will be due in full. This policy is crucial to maintain the financial stability of NAPA, as budget preparations are based on the current year’s member data.
  3. Loss of Status and Join Date: The acquired or merged company will forfeit its original join date and any special statuses, such as founding member, 30-Plus, or Gold Club. This measure maintains the integrity and historical accuracy of membership records. These statuses do not transfer to the acquiring organization.
  4. Communications will be sent to members regarding any changes or enhancements to this M&A policy. This policy will be posted on NAPA’s website.
  5. Policy Review: This policy will be reviewed periodically to ensure that it continues to meet the needs of both NAPA and its member organizations. Adjustments will be made based on feedback from members and changes in the industry landscape.
  6. Implementation: This policy will be effective starting January 1, 2025, and will apply to all mergers and acquisitions announced after this date.
  7. Existing merger or acquisition agreements will be exempted under the M&A terms active at the time of their announcement.

Responsibilities of the Acquiring Member

  • Ensure compliance with this policy by promptly notifying NAPA of any mergers or acquisitions.
  • Provide all necessary documentation as required by NAPA to facilitate updates to membership records and dues adjustments.