UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 7.01 | Regulation FD Disclosure. |
On December 5, 2022, ProFrac Holding Corp., a Delaware corporation (“ProFrac”), issued a press release announcing that ProFrac Holdings II, LLC (“ProFrac II LLC”), a Texas limited liability company and a subsidiary of ProFrac, entered into a definitive agreement to acquire the Eagle Ford sand mining operations of Monarch Silica, LLC, a Texas limited liability company (“Monarch Silica”), and posted an associated investor presentation to its website.
A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein in its entirety by reference. A copy of the investor presentation is further attached hereto as Exhibit 99.2 and is incorporated herein in its entirety by reference.
Limitation on Incorporation by Reference. The information furnished in this Item 7.01, including the press release and the investor presentation attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
Cautionary Note Regarding Forward-Looking Statements. Except for historical information contained in the press release and the investor presentation attached as exhibits hereto, the press release and the investor presentation contain forward-looking statements that involve certain risks and uncertainties that could cause actual results to differ materially from those expressed or implied by these statements. Please refer to the cautionary notes in the press release and the investor presentation regarding these forward-looking statements.
| Item 8.01 | Other Information. |
On December 5, 2022, ProFrac II LLC entered into a Membership Interest Purchase Agreement by and among ProFrac II LLC, Monarch Capital Holdings, LLC, a Texas limited liability company (“Monarch Capital”), Monarch Silica, David E. Welch and Paul A. Welch, pursuant to which ProFrac II LLC agreed to purchase from Monarch Capital 100% of the issued and outstanding membership interests of Monarch Silica (such transactions contemplated by the Membership Interest Purchase Agreement, collectively, the “Equity Transaction”).
On December 5, 2022, 2022, in connection with the Equity Transaction, ProFrac II LLC entered into a Real Property Purchase and Sale Agreement by and between ProFrac II LLC and DPW Investments, LLC, a Texas limited liability company (“DPW”), pursuant to which ProFrac II LLC agreed to purchase from DPW all of its right, title and interest in and to certain real property located in Bexar County, Texas (such transactions contemplated by the Real Property Purchase Sale Agreement, the “Real Property Transaction” and together with the Equity Transaction, the “Monarch Transaction”).
The aggregate purchase price of the Monarch Transaction is $175 million, of which (i) $87.5 million will be payable in cash at the closing of the Monarch Transaction, and (ii) the remaining $87.5 million will be paid in the form of a secured note payable by ProFrac II LLC (the “Note”).
The Note bears interest at a rate of 2.50% per annum and matures on the earlier of (i) the two-year anniversary of the date of the Note and (ii) the date on which all amounts thereunder are due and payable pursuant to the terms and conditions thereof. A portion of the cash consideration is subject to certain post-closing adjustments. The closing of the Monarch Transaction is subject to customary closing conditions, including regulatory approvals and absence of legal impediments.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 99.1 | Press Release, dated as of December 5, 2022, of ProFrac Holding Corp. announcing the entry by ProFrac Holdings II, LLC into a definitive agreement to acquire the Eagle Ford sand mining operations of Monarch Silica, LLC. | |
| 99.2 | Investor presentation released December 5, 2022 by ProFrac Holding Corp. regarding the potential acquisition of the Eagle Ford sand mining operations of Monarch Silica, LLC. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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.
| PROFRAC HOLDING CORP. | ||
| By: | /s/ Lance Turner | |
| Name: | Lance Turner | |
| Title: | Chief Financial Officer | |
Date: December 6, 2022